Kundan Minerals & Metals Ltd Directors Report

The business performance of the company during the financial year 2024-25 was good and resilient. The Company was able to perform through its operational excellence, better price realization, higher efficiency, effective cost management practices and well executed strategies

Standalone

During the FY 2024-25, your company achieved Standalone Revenue from operations of Rs 395608.55 Lakhs compared to Rs. 1.11 Lakhs in FY 2023-24. Standalone profit before tax (PBT) in FY 2024-25 is Rs. 15108.38 Lakhs compared to Loss Rs. (5273.87) Lakhs in last FY 2023-24. Standalone profit after tax (PAT) in FY 2024-25 is Rs. 12579.79 Lakhs compared to Loss Rs. (5273.87) Lakhs in last FY 2023-24.

Consolidated

During the FY 2024-25, your company achieved Consolidated Revenue from operations of Rs. 427743.93 Lakhs compared to Rs. 116.10 Lakhs in FY 2023-24. Consolidated profit before tax (PBT) in FY 2024-25 is Rs. 15237.25 Lakhs compared to Loss Rs. (5292.83) Lakhs in last FY 2023-24. Consolidated profit after tax (PAT) in FY 2024-25 is Rs. 12793.54 Lakhs compared to Loss Rs. (5292.83) Lakhs in last FY 2023-24.

The details of the Companys affairs including its operations are more specifically given in the

Management Discussion and Analysis Report, which is given in this Annual Report.

Pursuant to the approved Resolution Plan, the face value of the existing equity shares of the

Company has been reduced from 10/- per share to 1/- per share. Subsequently, the Company has received in-principle approval for the capital reduction and preferential allotment from both the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE) as on August 6, 2025.

The Equity Shares of the Company are Listed on National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE

The Board of Directors of your Company has deemed it prudent not to recommend any dividend for the financial year under report to retain the profits, in order to meet the requirements of future growth.

During the year no amount transfer to General Reserve. As on March 31, 2025, Retained Earnings and Securities Premium Account& capital reserves stood at Rs. 12266.38 Lakhs.

During the Financial Year 2024-25 under review, there was no change in the nature of business of the company.

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the year under review.

10. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company subsidiaries named as Kundan Concentrates Private Limited (Indian Wholly Owned Subsidiary), Kundan ventures FZCO (Dubai) (Foreign Subsidiary), Kundan Gold Mines Private Limited, Associate Company to Section 129 of the Companies Act, 2013 a statement in prescribed Form AOC-1, relating to subsidiaries and Associate for the year ended on March 31, 2025 has been attached with the consolidated financial statements of the Company. In accordance with provisions of Section 136 of the Companies Act, 2013 the standalone and consolidated financial statements of the company, along with relevant document and separate audited accounts in respect of the subsidiaries, are available on the website of the company. The company will provide the annual accounts of the subsidiaries and related detailed information to the shareholders of the Company on specific request made to it in this regard by the shareholders.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vidit Garg (DIN: 02790545) and Mr. Deepak Gupta (DIN: 06643918), Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment. The Board recommends their re-appointment.

During the financial year under review, the following changes took place in the composition of the Board of Directors:

Appointments:

Further, after the end of the financial year, the following Key Managerial Personnel changes occurred:

12. ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD:

As per the provisions of Section 134 and Schedule IV of the Companies Act, 2013 the Board of Directors need to evaluate its own performance, the performance of all the individual Directors of the Company and the performance of committees of the Board.

The Board has carried out evaluation of its own performance, the directors individually as well as the working of its Audit Committee, Nomination & Remuneration Committee and

Stakeholders Relationship Committee of the Company. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

The Directors expressed their satisfaction to the outcome of the aforesaid evaluations and consented for continuation of present term of appointment of each of the Independent Directors.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 hereby state that:

14. MEETINGS OF THE BOARD OF DIRECTORS:

Seven meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days.

15. COMMITTEES OF THE BOARD:

During the FY 2024-25, the Company have the following Committees: a) Audit Committee b) Nomination & Remuneration Committee c) Stakeholders Relationship Committee d) Risk Management Committee.

However end the Financial year Corporate Social Responsibility Committee formed Board meeting dated 26^th July, 2025. Details are given in Corporate Governance Report.

The Committees composition, charters and meetings held during the year and attendance there are given in the Report on Corporate Governance forming part of this Annual Report.

16. AUDITORS AND AUDITORS REPORT A. STATUTORY AUDITORS:

The Members of the Company at their Annual General Meeting held September 30, 2024, had approved the appointment of M/s. Ashwani & associates (Firm Registration No. 000497N) as the Statutory Auditors for a term of 5 years commencing from the 2024, 30^th September till the conclusion of the AGM to be held in year 2029.

The Auditors Report to the shareholders on the standalone and consolidated financial statement for the year ended March 31, 2025 does not contain any qualification, observation or adverse comment. Further, there was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit

Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder

B. SECRETARIAL AUDITOR

Pursuant to the provision of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors had appointed M/s Bhambri & Associates, Practicing Company Secretary, Certificate of Practice No. 22626, to conduct Secretarial Audit for the financial year ended March 31, 2025. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith marked as Annexure-1 Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to Regulation 24(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has obtained annual Secretarial Compliance Report from M/s Bhambri & Associates, Practicing Company Secretary, and the same has been submitted to the stock exchange within the prescribed time limits. However, the Secretarial Audit Report and the Secretarial Compliance Report contain some observations, which have which have been addressed by the Management in an annexure to the Secretarial Audit Report

C. INTERNAL AUDIT:

In accordance with Section 138 of the Companies Act, 2013 read with rules thereunder M/s. S. Lall & Co, Chartered Accountants was appointed as Internal Auditor of the Company for FY 2024-25 to conduct the internal audit of the functions and activities of the Company.

17. INTERNAL FINANCIAL CONTROL:

Your Company has an adequate Internal Control System commensurate with the size, scale and complexity of its operations and well-documented procedures for various processes which are periodically reviewed for changes warranted due to business needs.

The Audit Committee evaluates the efficiency and adequacy of financial control system prevailing in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standards in Internal Financial Controls. This system of internal control facilitates effective compliance of Section 138 of the Act and the Listing Regulations.

During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

18. ANNUAL RETURN

In accordance with provisions of Section 134(3)(a) of the Companies Act, 2013, the annual return as required under Section 92 of the Act for the financial year 2024-25 is available on the Companys website https://www.kundanmineralsandmetals.com/KMAdmin/uploads/AnnualReturn.pdf .

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism/Whistle Blower Policy has been put in place in accordance with Section 177 of the Companies Act, 2013 for the Directors and Employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the

Companys Code of Conduct. The mechanism provides for adequate safeguards against the victimization of Director(s) and Employee(s) who avail of the mechanism. Directors and Employees may make protected disclosure under the policy to the Compliance Committee constituted by the Company to administer the internal code of business conduct. In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee. Further no personnel have been denied access to the Compliance Committee/ Chairman of the Audit Committee, as the case may be. The details of the Vigil Mechanism/ Whistle Blower Policy is explained in the Report on Corporate Governance and is also made available on the website of the Company at https://www.kundanmineralsandmetals.com/Investor/Disclosures/Disclosure-on-website-in-terms-of-Regulation-46(2)/22-01-2022/vigil-mevhanism-Poplicy.pdf

No complaints were received under whistle blower mechanism during the year under review.

20. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations),the Board of Directors of the Company (the ‘Board) formulated and adopted the Dividend Distribution Policy (the ‘Policy)

21. REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and on recommendation of the Nomination and Remuneration Committee, the Board framed a Policy relating to the selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Policy includes criteria for determining qualifications, positive attributes and independence of a director and other matters. The functions of the Nomination and Remuneration Committee are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

22. PARTICULARS OF EMPLOYEES:

Disclosure with respect to the ratio of remuneration of each Directors to the median employees remuneration as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure-2 to this Report.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the shareholders and others entitled thereto, excluding the said information which will be made available for inspection by the shareholders at the Registered Office of the company during business hours on any working days of the Company up to the date of the ensuing Annual General Meeting. If any shareholder is interested in inspecting the same, such shareholders may write to the Company Secretary in advance.

23. BUSINESS RISK MANAGEMENT:

The Company has formulated and implemented a Risk Management policy in accordance with the provisions of the Act in order to address the business risks associated with the Company. The Company periodically reviews the risk management practices and actions deployed by the management with respect to the identification, impact assessment, monitoring, and mitigation and reporting of key risks while trying to achieve its business objectives.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All Related Party Transactions entered during the year under review were on arms length basis and in ordinary course of the business and none of them were material.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to Note 26 to the Standalone Financial Statement which sets out related party disclosures. The particulars of contracts and arrangements entered into by the company with related parties referred to in Section 188 in Form AOC-2 is attached herewith as Annexure-4 The policy on Related Party Transactions as approved by the Board may be accessed on the Companys website https://www.kundanmineralsandmetals.com/Investor/Disclosures/Disclosure-on-website-in-terms-of-Regulation-46(2)/Policy-on-related-party-transactions-1.pdf .

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER

SECTION 186 OF THE COMPANIES ACT, 2013:

Details of the Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013, if any, are given in the notes to the financial statements pertaining to the year under review.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Companys Operations in Future.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE

FINANCIAL POSITION OF THE COMPANY:

During the financial year, the Company has taken significant strategic steps which have impacted its financial position. The Company acquired Kundan Concentrates Private Limited as a wholly owned subsidiary, enhancing its capabilities and operational reach within the domestic market. Additionally, the Company has established a foreign subsidiary, Kundan Ventures FZCO, in the United Arab Emirates, aimed at expanding its international presence and strengthening its global supply chain. These developments are expected to contribute positively to the Companys consolidated financial performance in the forthcoming periods.

Moreover, it is pertinent to mention that the Company has transferred Share subscription amount after closure of Financial Year.

28. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy and technology absorption 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 in "Annexure 3 to this report.

There were no foreign exchange inflow and outflow during the year under review.

29. DETAILS OF PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY

CODE, 2016

During the financial year under review, no application was made or proceedings initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceedings was pending at the end of financial year under review.

30. REPORT ON CORPORATE GOVERNANCE:

The Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility, accountability and sustainability and is committed to adopting and adhering to best Corporate Governance practices. The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems. In compliance with the provisions of the SEBI LODR Regulations a separate report is attached as Annexure-5.

31. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

UNDER (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. No complaint has been received for sexual harassment of women at work place by the Company during the financial year 2024-25

32. CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company for the Financial Year 2024-25. Therefore, the Company has not developed and implemented any policy on Corporate Social Responsibility initiatives. However after the Financial Year 2024-25 Corporate Social Responsibility was applicable and committee formed details given in the Corporate Governance Report.

33. MAINTENANCE OF COST RECORDS:

Pursuant to Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 read with Section 134(3) of the Companies Act, 2013, the Company confirms that the maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 was not applicable to the Company for the financial year 2024 25, as the thresholds prescribed under the Companies (Cost Records and Audit) Rules, 2014.

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the

Company has complied with all the applicable provisions of the same during the year under review.

35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE

TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS :

During the year under Review, there has been no one-time settlement of loan taken from banks and financial institutions.

36. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER

MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. No Employee has been taken a leave under this provisions

37. ACKNOWLEDGEMENTS:

Your directors gratefully acknowledge the support and cooperation received from various departments of the Central and State governments, members, business associates, analysts, banks, financial institutions, customers, distributors and suppliers, Business Partners and other stakeholders of the Company and also convey a sense of high appreciation to all the employees of the Company for their hard work, dedication, continued commitment and contributions.