Kothari Industrial Corporation Ltd Directors Report

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<dhhead>BOARD’S REPORT </dhhead>

Dear Members,

Your Directors hereby present their 55^th Annual Report on the business and operations together with the Audited

Accounts of the Company for the year ended March 31, 2025.

SUMMARY OF FINANCIAL RESULTS: (Rs. in Lakhs)

Particulars	2024-25	2023-24
Total Revenue	8760.23	7681.02
Total Expenses	10377.05	3648.57
(Profit/Loss) before Depreciation, Interest, Exceptional Item and Tax	(1729.59)	4057.33
Depreciation	112.77	24.88
Interest	-	-
Profit/(Loss) before Exceptional Item and Tax	(1616.82)	4032.45
Exceptional Items(net)	-	-
Profit/(Loss) before Tax	(1616.82)	4032.45
Tax Expenses	-	863.13
Profit/(Loss)for the year	(1616.82)	3169.32
Other Comprehensive Income	4.07	109.96
Total Comprehensive Income	(1612.75)	3279.28
Earnings per share	(1.74)	26.27

The Company’s Profit before Tax for the year ended 31 st March 2025 has decreased from Rs. 4032.45 Lakhs to Rs. (1616.82) lakhs as compared to the previous year. The total income for the year ending 31^st March 2025 was Rs. 8760.23 lakhs as against Rs. 7681.02 lakhs in the previous year.

DIVIDEND

The Board of directors of the company has not recommended any dividend for the year ended 31^st March, 2025.

PERFORMANCE

The performance of the company during the year under review is satisfactory and promising. The Board of directors will thrive to improve the performance during the current year. The performance of each segment is provided in the segment-wise revenue and results section of the financial statement3s.

CHANGE IN NATURE OF BUSINESS IF ANY:

During the year, under review Company has started to do business in publishing or media business-Industrial

Economist. In addition, during the year the company has opened Kicker’s footwear showroom in Chennai and Qatar.

PROSPECTS

Due to diversification to other businesses, it is expected that the company will register better performance during the coming year.

SHARE CAPITAL:

Share Capital	31.03.2025	31.03.2024
	(Amount in INR)
a) Authorized Share Capital	75,00,00,000	25,00,00,000
15,00,00,000 Equity
Shares of Rs.5/- each
b) Issued, Subscribed and fully Paid-up	46,35,90,525	6,24,19,425
Share Capital
9,27,18,105 Equity shares of Rs.5 each

The company has increased the authorized share capital from Rs. 25 crores to Rs. 75 crores. The company has issued shares by way of preferential issue to Promoter and Non-Promoters for 3,00,00,000 shares on 31.08.2024 and 3,52,00,000 on 20.01.2025 and 1,50,34,220 on 27.03.2025 during the year under review.

TRANSFER TO RESERVES

Your company has not transferred any amount to the reserves for the year ended 31^st March, 2025 in the absence of profit.

MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE:

In terms of provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (hereinafter referred to as Listing Regulations) the Management Discussion and Analysis Report is appended as Annexure I to this report.

PARTICULARS OF EMPLOYEES:

The details of remuneration of Directors and Employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure II to this report.

During the year under review, no employees, whether employed for the whole or part of the year, were drawing remuneration exceeding the limits as laid down u/s Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A statement showing the median remuneration and other details along with remuneration of top ten employees who were in receipt of remuneration as prescribed under the Rules form part of this report and will be provided to any member on a written request to the Company Secretary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: A) Change in Board Constitution and KMP

i) Mr. Pradip D Kothari, Chairman and Director, resigned from his directorship on 18.02.2025 and Mr. Rafiq Ahmed was re-designated as the Executive Chairman and Managing Director.

ii) Mr. Dilip Machado, Independent Director completed his tenure of directorship w.e.f 30.03.2025.

iii) Mr. Velayutham Anburaj, was appointed as the additional director cum Independent Director w.e.f 24.01.2025 and subsequently appointed as

Independent director in the extra ordinary general meeting held on 15.02.2025.

B) Details with regards to meeting of Board of Directors during the year of the Company (i) Composition of the Board of Directors as on 31-03-2025 is mentioned below:

Name of the Director	Designation	Category
Mr. J Rafiq Ahmed	Executive Chairman & Managing Director	Executive Director
Mr. D Gunasekaran	Director	Independent Director
Mr. Velayutham Anburaj	Director	Independent Director
Mrs.Thoopjlamudu Arulpathy Rajalaxmi	Director	Non-executive Non-Independent Director

(ii) Board meeting:

During the year 11 Board Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between two meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details in respect of frauds:

During the year under review, the statutory auditors have not reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board Report.

Declaration by Independent Directors:

The Company has received necessary declaration from each Independent Director of the Company under Section149(7) of the Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015 that the Independent Directors of the Company continues to meet the criteria of their Independence laid down in Section 149(6) and continue to be included in the Data Bank maintained by the Indian Institute of Corporate Affairs-proficiencyself and the Online assessment test requirement pursuant to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014.

A policy on familiarization program for Independent Directors has also been adopted by the Company and is put up on the website of the company www.kotharis. in. All new Independent Directors (IDs) included in the Board are presented with an overview of the Company’s business operations, products, organization structures and about the Board Constitutions and its procedures. During the year under review, the Independent Directors met on 29.07.2024, 10.12.2024 and 31.03.2025.

Policy on Directors’ Appointment and Remuneration:

The Policy of the Company on Director’s Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is posted on the website of the Company www. kotharis.in. We affirm that the Remuneration paid to the director is as per the terms laid out in the said policy.

KEY MANAGERIAL PERSONNEL:

The following are Key Managerial Personnel:

Mr. J Rafiq Ahmed, Executive Director

Mr. Anil Kumar Padhiali, Company Secretary and Compliance officer

Mr. Hari Kishore Arikati, Chief financial officer

COMPOSITION OF BOARD’S COMMITTEES:

Currently, the Board has three Committees: The Audit Committee, the Nomination and Remuneration Committee, and the Stakeholder’s Relationship Committee. All Committees are appropriately constituted. Details of the All Committees are listed in the Corporate Governance Report.

BOARD EVALUATION:

Annual evaluation of the performance of the Board, its Committees and of individual directors has been made, pursuant to the section 134(3) of the Companies Act, 2013.

The Nomination and Remuneration Committee ("NRC") reviewed the annual performance of the individual Directors.

In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the Board as a whole was evaluated.

VIGIL MECHANISM:

The Company has established a mechanism for Director’s and employees to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. The Whistle Blower Policy is in place. Employees can report to the Management concerned unethical behaviour, act or suspected fraud or violation of the Company’s Code of Conduct Policy. No Employee has been denied access to the Audit Committee. The Vigil Mechanism policy of the company is available on our website www. kotharis.in.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Prevention of Insider Trading with a view to regulating trading in securities by the Promoters, Directors and Designated Persons of the Company. The Code requires pre-ChairmanandManaging clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company’s shares by the Promoters, Directors and the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a CSR committee and hence our Company does not meet the criteria as mentioned above, hence the Company has not constituted any Corporate Social Responsibility Committee and the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013 AND COMPLIANCE WITH MATERNITY BENEFIT ACT 1961:

The Company has in place a Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (permanent, Contractual, temporary, Trainees) are covered under this policy. Company has constituted the internal complaint committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. During the year under review, no complaints were received falling under the category of Sexual Harassment of Women. * Number of sexual harassment complaints received- 0 * Number of complaints disposed of-0 * Number of cases pending for more than 90 days-0

Compliance with Maternity Benefit Act 1961:

The company has complied with the provisions of Maternity Benefit Act 1961, including all applicable amendments and rules framed thereunder. All eligible women employees are provided with maternity benefits as provided under Maternity Benefit Act 1961

SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. Santosh Senapati & Co., Company Secretary in practice, Chennai to conduct the Secretarial Audit of the Company for the 12 months’ period ended on 31^st March, 2025. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-III to this Report. Comments of the Board on the qualification/reservation/ adverse remarks/disclosure made:

Observations by Secretarial Auditor

Management Reply

1) The total promoter and Promoter group shareholding is not fully Dematerialized as per Regulations 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

The company was suspended since 2000, due to suspension, some of the Promoter and Promoter group did not dematerialize their shares. Now the Company’s shares are trading in the market and the date of revocation is 28.03.2024. The Board of Directors has informed the promoter and promoter group except M/s. Saloman Investment Limited to dematerialize their shares. M/s. Saloman Investment Limited is a defunct company. Date of defunct is 24.02.2007. Except M/s. Saloman Investment Limited, remaining Promoter and Promoter group will convert their physical shares to demat.

STATUTORY AUDITORS AND AUDITORS REPORT:

The Board of Directors of the Company, in their meeting held on 31st August, 2023, recommended the appointment of M/s. RAY & RAY., Chartered Accountants, Chennai (FRN:301072E) as statutory auditors of the Company to hold office from the conclusion of the 53^rd AGM till the conclusion of the Annual General Meeting to be held in the year 2028. At the 53^rd Annual General Meeting of the company held on 30th September 2023, M/s. RAY & RAY., Chartered

Accountants were appointed as Statutory Auditors of the company to hold office till the conclusion of the

Annual General Meeting to be held in the year 2028. The Independent Auditors’ Report on the accounts for the financial year ended 31st March 2025 contain qualification remarks. Comments of the Board on the qualification/reservation/ adverse remarks/disclosure made:

Observations by Auditor	Management Reply
1) During the year, the Company has sold its land and plant and machinery located in its factory in Ennore to Coromandel International Limited for Rs. 48,95,00,000 and Rs. 1,33,00,000 respectively. We were informed that the sale registration is still pending with the Sub Registrar office for assessment of market value for stamp duty purposes. Subject to this, the Company has computed capital gains. on the sale consideration disputingtheguidelinevaluefixed bythe govt of T amil Nadu as per the sale deed. Pending the final order of the SRO, we are unable to comment on the correctness of the computation of the capital gains in line with the relevant provisions of the Income Tax Act 1961. To this extent, the provision for income tax may undergo revision depending on the outcome of the order of the competent authority against the writ petition.The Company plans to seek a valuation from the Income Tax Valuation Officer and pursue further steps, including appeals, if required.	The Company has sold its land and plant and machinery located in its factory in Ennore to Coromandel International Limited for Rs. 48,95,00,000 and Rs. 1,33,00,000 respectively. The sale registration is still pending with the Sub Registrar office for assessment of market value for stamp duty purposes. Subject to this, the Company has computed capital gains on the sale consideration as per the sale deed. The management is in the process of filing a writ petition with Madaras high court
2) For the land held by the Company in Gujarat valued at cost Rs 1,85,174 we are unable to comment on the title of the Company as sufficient audit evidence viz sale deed/allotment letter was not provided. This was also reported by us in the previous year. The sale deed/allotment letter for the land could not identified.	The management is actively working to address this qualification. We believe the impact of this qualification is not material to the financial statements, as the land in question continues to be in the possession and control of the Company, and there are no disputes or claims challenging the Company’s ownership. The valuation of the land at Rs. 1,85,174 is based on historical cost, and no impairment indicators have been be provided during the audit due to ongoing administrative processes with the relevant authorities in Gujarat to obtain the necessary documentation. The land was acquired several years ago, and the original documents are in the process of being retrieved or re-issued by the concerned government department. The Company is in regular communication with the authorities to expedite this process and expects to resolve this matter in the near future.
3) Year-end direct balance confirmation in respect of trade receivables Rs. 4,13,85,015, trade payables Rs. 3,39,58,473, vendor advances Rs. 7,19,50,858, advances from customers Rs. 1,63,37,105 and other advances/deposits Rs. 26,32,927 have not been provided for our verification. In the absence of such confirmations, we are unable to ascertain any consequential effect of the above in the financial results for the year.	The management believes that the impact of this qualification is not material to the financial statements. The balances in question are recorded based on the Company’s books of accounts, which are maintained in accordance with applicable accounting standards and reconciled regularly. There are no known disputes or discrepancies with the counterparties that would suggest a material misstatement in the reported figures. The Company faced challenges in obtaining direct balance confirmations from certain customers, vendors, and other parties due to logistical constraints, including delayed responses or non-cooperation from some counterparties, particularly towards the year-end. Additionally, some of these balances pertain to a large number of small-value transactions with multiple parties, making it administratively difficult to obtain confirmations within the audit timeline.
4) The Company has recorded its closing inventory at Rs. 7,18,53,535 as of 31st March 2025. In the absence of stock valuation reports, a detailed assessment of the valuation’s correctness and its effect on financial reporting for FY 2024-25 could not be ascertained. Further, the Company does not have a system of identifying and recording non-moving and slow- moving inventories as a result of which we are unable to comment on the impact of such items in the accompanying financial statements.	The management believes that the impact of this qualification is not material to the financial statements. The closing inventory has been valued in accordance with the Company’s established accounting policies, which are consistent with applicable accounting standards. The valuation is based on internal records, including physical stock counts and cost computations, which have been reconciled with the books of accounts. There are no indicationsofsignificantdiscrepancies that would materially affect the financial results. The stock valuation reports could not be produced for audit verification due to an administrative oversight in the documentation process during Specifically, the detailed year-endclosing. valuation reports were not compiled in the format required by the auditors within the audit timeline. This was primarily due to a transition in the inventory management system during FY 2024-25, which led to delays in generating the necessary reports. However, the underlying data supporting the inventory valuation is maintained in the Company’s records and has been usedtoarriveatthereportedfigures.
5) Out of the total related party balances of Rs. 11,63,11,633, sufficient audit evidence for nature of such transactions by way of loan/ deposit agreements, balance confirmations wasnt provided for Rs. 4,90,000. Hence, we are unable to substantiate the correctness and existence of these loans & advances.	The management believes that the impact of this qualification is not material to the financial statements. The unverifiedamount of Rs. 4,90,000 represents a small portion (approximately 1.1%) of the total related party balances. These balances are recorded based on the Company’s books of accounts, which are maintained in accordance with applicable accounting standards and supported by internal documentation, including board approvals and transaction records. There are no indications of disputes or irregularities that would suggest a material misstatement in these balances. The loan/deposit agreements and balance confirmations for the specified amount of Rs. 4,90,000 could not be provided during the audit due to delays in obtaining formal confirmations from the related parties involved. These transactions primarily involve short-term advances extended to related entities, and the documentation process was delayed due to administrative challenges in coordinating with these parties, particularly during the year-end closing period. The Company maintains internal records of these transactions, but formal agreements and confirmations were not compiled in time for the audit.
6. Attention is drawn to Note No 41(7)(n), wherein a subsidy of Rs. 80 lakhs is carried in the books as receivable from the Government for which no documentary evidence was produced to us for verification. Also, the Company has not made a provision against such balance which is outstanding for more than 8 years. Hence, we are unable to comment on its realizability or otherwise and its accounting treatment in consonance with Ind AS 20. 7. The proceedings initiated by the Collector of Nilgiris for repossession of certain plots of land in Coonoor earmarked for public use has been challenged by the company on a Write Petition filed before Madras High Court and the matter is pending adjudication. Decision, if any, by the Madras High Court which does not go in favor of the Company, could give rise to a liability and consequential loss, which could not be ascertained at the balance sheet date.	The management believes that the impact of this qualification is not material to the overall financial statements. The subsidy receivable of Rs. 80 lakhs was recognized based on the Companys eligibility under a government scheme, supported by initial correspondence with the relevant government authority at the time of recognition. The management remains confident in the recoverability of this amount, as there have been no formal communications from the government indicating cancellation or rejection of the subsidy claim. However, due to the prolonged duration of the receivable, the management acknowledges the need for further documentation to substantiate its realizability. The documentary evidence supporting the subsidy receivable could not be produced during the audit due to challenges in retrieving updated correspondence or sanction letters from the concerned government department. The subsidy pertains to a scheme initiated over 8 years ago, and delays in government processing, coupled with changes in administrative personnel, have hindered timely documentation. The Company has not made a provision against this balance, as it believes the receivable is still recoverable based on ongoing discussions with the government authority and the absence of any adverse notifications. However, the lack of recent documentary evidence has limited the ability to provide conclusive audit evidence within the audit timeline. The proceedings initiated by the Collector of Nilgiris for repossession of certain plots of land in Coonoor earmarked for public use has been challenged by the company on a Writ Petition filed before Madras High Court and the matter is pending for adjudication.

COST AUDITOR:

Pursuant to notification of Companies (Cost Records and

Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall under the purview of Cost Audit.

PARTICULARS ON CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Energy Conservation: i) The steps taken or impact on conservation of energy- The company has taken efforts to conserve and optimize the use of energy in the office. ii) The steps taken by the company for utilizing alternate sources of energy-NA iii) The capital investment on energy conservation equipments- NA

b) Technology absorption :

(i) the efforts made towards technology absorption; Kothari Industrial Corporation Limited (KICL), through its Drones & Geospatial Division, has to absorb advanced undertakensignificant technologies, particularly in geospatial services and unmanned aerial vehicle (UAV) applications, to deliver precise, reliable, and professional solutions across sectors such as agriculture, mining, forestry, and urban planning.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; The absorption of drone and geospatial technologies benefits for KICL, aligning has yielded significant with the objectives of product improvement, cost reduction, product development, and import substitution. These benefits include:

1. Product Improvement: o The use of drones for precision agriculture, such as targeted spraying of bio and organic fertilizers, has improved the quality and effectiveness of agrochemical applications. For instance, KICL’s

30 new agro-products, including neem-based and bio-organic inputs, are optimized for drone and traditional spraying, enhancing agricultural productivity and addressing pest and disease challenges. o Geospatial services like LiDAR and DGPS surveys have improved the accuracy of mapping and data collection, enabling high-quality deliverables for clients in sectors like forestry, mining, and urban planning.

2. Cost Reduction:

The precision application of agrochemicals using drones has minimized resource wastage, reducing pesticide and water usage significantly.

3. Product Development: o KICL has developed new service offerings through its drone and geospatial technologies, including specialized applications like river morphology analysis, mining surveys, and forest mapping. These services cater to emerging needs in environmental management and urban development. o The launch of 30 new agro-products, including insecticides, fungicides, and herbicides, demonstrates product development tailored to modern farming needs, supported by drone technology for efficient delivery.

4. Import Substitution:

By investing in geospatial software, data processing hardware, and drone-related technologies, KICL has reduced reliance on imported services for geospatial and mapping solutions. The establishment of an RPTO and in-house training programs further supports local capacity building, minimizing the need for foreign expertise.

KICL’s focus on developing indigenous capabilities in drone technology, such as training certified pilots and engineers, contributes to import substitution by fostering self-sufficiency in UAV operations and maintenance.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the year under reference) a) details of the technology imported;- NA b) the year of import;- NA c) whether the technology has been fully absorbed and if not, areas where absorption has not taken place, and the reasons thereof;- NA

(iv) the expenditure incurred on Research and Development- The disclosure pertaining to Research and Development is not applicable to your Company. c) Foreign Exchange Earnings and Outgo:

Particulars	FY 2024-25
Foreign Exchange Earnings	Rs. 228578357.73
Foreign Exchange Outgo	Rs. 6619958.58
Particulars	FY 2023-24
Foreign Exchange Earnings	Rs. 5045596
Foreign Exchange Outgo	Nil

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors confirm hat: - a) In the preparation of the Accounts for the Financial Year ended 31^st March 2025 the applicable accounting standards and schedule III of the

Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed along with the proper explanation relating to material departure; b) They have selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for that period. c) To the best of their knowledge and information, they have 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) They have prepared the annual accounts on a going concern basis. The auditors have expressed an emphasis of matter on Going Concern in their Audit. e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls though adequate are being strengthened on an ongoing basis quite effective to operate effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company does not have any Subsidiaries or Associate Company nor does it have Joint Venture with any entity. Consolidated Financial statements are not applicable to your Company. During the year, Kothari Marine International Limited has ceased to be subsidiary of the company. The policy for determining the material subsidiaries is available in our website at www.kotharis.in.

CONSOLIDATION FINANCIAL STATEMENTS:

The Company does not have any subsidiaries as on 31^st march, 2025 and therefore only standalone financial statements needs to be prepared. Consolidated Financial statements are not applicable to your Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not provided loans, investment and guarantees under the provisions of the Companies Act, 2013.

RISK MANAGEMENT:

The Company has implemented a risk management policy including identification therein of elements of risk, if any, which in the opinion of the Board is adequate.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company shall be placed on the Website of the Company at www.kotharis.in.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into by your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations and the Companies Act 2013. Subsequently, the Audit Committee and the Board have also reviewed the Related Party Transactions on a quarterly basis. Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arm’s length basis, accordingly the particulars of the transactions as prescribed in Form AOC - 2 is annexed as Annexure-IV.

CORPORATE GOVERNANCE:

Your Company has taken adequate steps to adhere to all the stipulations laid down in the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015. A report on Corporate Governance is included as a part of this Annual Report is annexed as Annexure-V.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators or Court that would impact the going concern status of the company.

INTERNAL FINANCIAL CONTROLS:

The Company has a well-placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The

Internal Financial Controls with reference to financial statements as designed and implemented by the

Company are adequate. This has been endorsed by statutory auditors in their separate report which is annexed.

CODE OF CONDUCT:

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Board of Directors and senior management and employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code is applicable to Directors and senior management and employees to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence. A copy of the

Code has been uploaded on the Company’s website www.kotharis.in. The Code has been circulated to all the Directors and Management Personnel and its affirmed by them annually. A declaration complianceis signed by the Company’s Executive Chairman and Managing Director for the compliance of this requirement is published in this Report.

INTERNAL AUDITOR:

Mr. Venkateswara Rao, who is an employee and qualified and experienced Chartered Accountant, as the Internal Auditor of the Company has carried out effective internal audit of the operations and accounts of the company during the year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Subsequent to the end of the financial year i.e., 31st

March 2025,

1) The Company has

has entered into an agreement and is in process to acquire certain footwear assets from Zaimus

Trends Pvt Ltd for 70 lakhs.

the Company executed a long-term strategic business agreement with Zaimus Trends Private

Limited for sourcing, manufacturing, supply, and brand management of footwear products under the

Company-owned trademarks "Jeetlo", "Zodiz" and "Zodiz Kidoz".

acquired trademarks "Jeetlo", "Zodiz" and "Zodiz Kidoz" from ZyfTex Pvt Ltd, Zaimus International Pvt Ltd, and Zaimus Trends Pvt Ltd for 11 lakhs. These developments will strengthen the Company’s footwear division and enhance its market presence.

2) The Company entered into an agreement to acquire 30% equity stake held by Mr. Rafiq Ahmed in

Phoenix Kothari Footwear Limited. This investment is considered a material commitment which may significantly impact the financial position of the

Company in future years.

3) The Company has launched new agro products in the fertilizer segment. This strategic expansion is expected to strengthen the Company’s position in the agri-input market.

4) The company has opened Kicker’s footwear showroom in Indoor and Noida and opened various restaurants.

5) Company has entered into Slump sale agreement with Parveen Roadways to purchase/acquisition of Sole Proprietor-Parveen Roadways by way of Slump Sale for a cash consideration of Rs. 24.04 crores.

LISTING:

The Company is listed on The Bombay Stock Exchange (BSE) and Calcutta Stock Exchange Limited (CSE). The Company confirms that it has paid listing fees for the financial year 2025-2026 to BSE Limited and the Company has not paid listing fees to CSE since 1998.

DEPOSITS:

The Company has not accepted any public deposit during the year.

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENT:

Your directors place on records their appreciation of the valuable support of management, Financial Institutions,

Government authorities, Banks, and Employees and shareholders. The cooperation and the forbearance of the members are gratefully acknowledged.

	By Order of the Board of Directors
For KOTHARI INDUSTRIAL CORPORATION LIMITED
	J RAFIQ AHMED
	Executive Chairman &
Place : Chennai	Managing Director
Date : 26.08.2025	DIN : 02861341