Kuwer Industries Ltd Directors Report

Dear Members,

Your Directors are pleased to present herewith their Report on the business and Operation of the Company together with the Audited financials and Report of Secretarial Auditor for the financial year ended on 31^st March, 2025.

Financial Highlights

The Companys financial performance for the year ended on March 31, 2025 is summarized below:

Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024
Revenue from Operations	5786.70	5,891.31
Other Income	19.14	5.89
Total Income	5805.84	5897.19
Total expenditure	5771.66	5,855.40
Profit/ ( Loss) before tax	34.18	(0.24)
Tax Expenses:
i) Current Tax	5.35	0.00
ii) MAT Credit Entitlement	(1.83)	0.00
iii) Earlier Years Tax	(0.22)	0.00
iv) Deferred Tax (Assets)/Liabilities	(14.68)	(10.84)
Net Profit/(Loss) after tax	45.56	10.60
Total other comprehensive income, net of tax	(0.40)	(2.52)
Total Comprehensive income for the year, net of tax	45.16	0.12
Earnings per Share (Basic)/ (Diluted)	0.50	0.12

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review, the Company recorded total revenue from operations of 5,805.84 Lakh as against 5,897.19 Lakh in the previous financial year.

The Profit Before Tax (PBT) stood at 34.18 Lakh, marking a significant increase compared to loss of

0.24 Lakh reported in FY 2023 24. Correspondingly, the Net Profit After Tax amounted to 45.56 Lakh, as against 10.30 Lakh in the previous year.

Despite challenging economic conditions, the Company has demonstrated improved performance during the year. The Board of Directors is of the view that the Company possesses immense growth potential and adequate resources to sustain a rapid pace of development in the coming years. Further, the Company intends to expand its business presence across new geographical regions, which is expected to enhance both revenue and profitability significantly.

CHANGE IN NATURE OF BUSNIESS

During the year under review, there was no change in the nature of business of the Company. The Company continues to operate in line with its main object and remains engaged in the same line of business.

CHANGE IN THE REGISTERED OFFICE

During the year under review, there was no change in the registered office of the Company.

The Registered Office of the Company is located at: D- 1004, First Floor, New Friends Colony, New Delhi 110065

The Corporate Office of the Company is situated at: A-71/72, Sector- 58, Noida, Uttar Pradesh 201301

BUSINESS STRATEGY

At Kuwer, we are constantly striving to achieve higher goals and have been adding new machinery and developing new products/ applications with the aim of meeting the ever-changing needs of the discerning customer. With a team of dedicated qualified professionals and Total Quality

Management, we are able to deliver the right product to ensure total customer satisfaction. The Company continues to focus on quality and strives to exceed the customer expectations at all times we have extended its scope of working by using allied Equipments.

We adhere to stringent quality control norms during all production stages, right from raw material sourcing till the shipment of goods. The whole procedures of quality control are perceived by our in-house Quality Assurance and Control (QA & C) department.

INDUSTRIAL RELATIONS

Your Company has always considered its workforce as its valuable asset and continues to invest in their excellence and development programs. Your Company has taken several initiatives for enhancing employee engagement and satisfaction.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the financial year ended March 31, 2025. The Board assures you to present a much strong financial statements in coming years.

PUBLIC DEPOSITES

During the year under review, the Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013. Accordingly, the provisions of Sections 73 to 76 of the Companies Act, 2013 and the rules made thereunder, as well as the directives issued by the Reserve Bank of India (RBI), are not applicable to the Company.

SHARE CAPITAL

During the year under review, no changes were carried out in the authorized and paid-up share capital of the Company.

AUTHORIZED SHARE CAPITAL

The Authorized share Capital of the Company, as on March 31, 2025 is 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of 10/- (Rupees Ten Only) each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL

The issued, subscribed and paid-up capital of the Company, as on March 31, 2025 is 9,07,60,720 (Rupees Nine Crore Seven Lakh Sixty Thousand Seven Hundred Twenty) divided into 90,76,072 (Ninety Lakh Seventy Six Thousand Seventy Two) equity shares of 10 each.

TRANSFER TO RESERVES (OTHER EQUITY)

During the year under review, the Company has not transferred any amount to specific reserves. The entire net profit for the financial year 2024 25 has been retained and carried forward under Reserves and Surplus, as reflected in the Balance Sheet.

AUDITORS AND AUDITORS REPORT

a. Statutory Auditor:

M/s PVSP & Co., Chartered Accountants (FRN: 008940N), New Delhi, continue as Statutory Auditor of the Company. In accordance with Section 139 of the Companies Act, 2013, read with rules made thereunder, the Board of Directors at its meeting held on September 01, 2022, based on the recommendation of the Audit Committee, has recommended the appointment of M/s PVSP & Co., Chartered Accountants (FRN: 008940N), New Delhi, as Statutory Auditor of the Company for a period of 5 consecutive years, commencing from conclusion of 30th AGM till the conclusion of 36th AGM, to be held in the Year 2027.

M/s PVSP & Co. have confirmed their willingness and eligibility for appointment in accordance with Section 139 read with Section 141of the Act.

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 (including any statutory modification(s) or re-enactment(s) for the time being in force). The Auditors Report for the financial year ended 31st March, 2024, does not contain any qualification, reservation or adverse remark.

Auditors Report

Statutory Auditor of the Company has submitted Auditors Report on the Accounts of the

Company for the accounting year ended on 31^st March, 2025. The Auditors report is self -explanatory and requires no comments.

b. Secretarial Auditor

The Board has appointed M/s Amit H.V. & Associates (Prop. Mr. Amit Kumar), a Practicing Company Secretary, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2024-25.

The Secretarial Auditor of the Company have submitted their Report in form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31^st March, 2025. The Secretarial Auditor Repot is annexed herewith and marked as Annexure-II to this Report. Explanation to the observation of Secretarial Auditor is as follows:

1. In terms of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [Regulation 46], every listed entity is required to maintain a functional website containing basic information about the Company, including all statutory and regulatory disclosures as prescribed.

During the year under review, it has been observed that although the Companys website remains functional, certain information/disclosures have not been updated in a timely manner. The Management is in the process of ensuring that all requisite information is uploaded and kept current, and necessary steps are being taken to achieve full compliance at the earliest.

2. It was observed that the disclosure required to be made under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in respect of transmission of shares of Mr. (Late) J. B. Aggarwal to Mr. Tarun Aggarwal, involving 12,19,300 (Twelve Lakh Nineteen Thousand Three Hundred) equity shares on 24th May, 2024, was not filed with the Stock Exchange(s) within the prescribed time.

Management Reply

Management of the Company assure you that Effective and Efficient steps will be taken by the Company in the Coming Financial Year to resolve and Comply all the above mentioned Remarks given by the Secretarial Auditor of the Company.

c. Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s A B N K & Co., Chartered Accountants, New Delhi, FRN: 033641N as the Internal Auditor of the Company for the financial year 2024 25.

He has conducted periodic internal audits of various operational and financial functions and submitted his reports to the Audit Committee and the Board. His observations and recommendations have helped strengthen the internal control systems and ensure compliance.

WEBSITE

Your Company maintains a fully functional and regularly updated website as per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. www.kuwer.com

The website has been designed to provide detailed and transparent information about the Company. It hosts a comprehensive repository of corporate data including: - Financial Results - Shareholding Pattern - Details of Board and Committees - Corporate Policies and Codes - Business Activities

BOARD OF DIRECTORS AND KEYMANAGERIAL PERSONEL

Constitution of Board:

As on date of this report, the Board comprised of following Directors:

					No. of Committee1 in which Director is
Name of Director	Category cum Designatio n	Date of Original Appointm ent	Date of Appointm ent at current Term & designatio n	Total Directors hip in other Companie s2	Membe r	Chairm an	No. of Equity Shares held as on March 31, 2025
Mr. Tarun Aggarwal	Chairman & Managing Director	July 16, 2001	September 30, 2022	9	2	-	2474308
Mrs. Megha Aggarwal	Whole Time Director	March 23, 2015	December 29, 2020	2	1	-	22727
Mrs. Usha Aggarwal	Non- Executive	December 02, 2020	December 29, 2020	4	-	-	756665
	Non- Independen t Director
Mr. Pranva Gupta	Non- Executive Independen t Directors	December 02, 2020	December 29, 2020	1	3	2	Nil
*Mrs. Anjali Garg	Non- Executive Independen t Directors	December 02, 2020	December 29, 2020	0			Nil
Mr. Rahul Agarwal	Non- Executive Independen t Directors	September 02, 2020	September 29, 2020	5	3	1	Nil

1 Committee includes Audit Committee and Stakeholders Relationship Committee across all Public

Companies.

2 Excluding LLPs, Section 8 Company & Struck Off Companies.

*Note: Mrs. Anjali Garg (DIN: 00440762) has resigned from the position of Independent Director of the Company w.e.f. 02^nd September, 2025 i.e. after closing of the reporting financial year.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act").

Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under Section 165 of the Companies Act, 2013.

Disclosure by Directors:

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and Rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) of the Companies Act, 2013. All members of the Board of Directors and senior management personnel affirmed compliance with the Companys Code of Conduct policy for the FY

2024-24.

Board Meetings and Attendance of Directors

The Board of Directors of the Company meets at regular intervals to discuss and deliberate on business strategies, operations, financial performance, and other key matters. Additional Board meetings are convened, as and when necessary, to address urgent business requirements.

During the year under review, Board of Directors of the Company met 5 (five) times on May 30, 2024, August 14, 2024, September 02, 2024, November 12, 2024, February 14, 2025

The Company has complied with the provisions of Section 173 of the Companies Act, 2013. The gap between two consecutive Board meetings did not exceed 120 days.

The attendance of the Directors at the Board Meetings held during the year is as under:

Name of Director	Mr. Tarun Aggarwal	Mrs. Megha Aggarwal	Mrs. Usha Aggarwal	Mr. Pranav Gupta	Mrs. Anjali Garg	Mr. Rahul Aggarwal
No. of Board Meeting held	5	5	5	5	5	5
Number of Board	5	5	5	5	5	5
Meetings Eligible to attend
Number of Board Meeting attended	5	5	3	5	5	5
Presence at the previous	Yes	Yes	Yes	Yes	Yes	Yes
AGM of F.Y. 2024-25

General Meetings:

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No. Type of General Meeting	Date of General Meeting
1 Annual General Meeting	September 28, 2024

Declaration by Independent Directors:

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

a) they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and

b) they have registered their names in the Independent Directors Data bank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto.

INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, there were following changes in constitution of the Board of Directors of the Company.

Change in Composition of Board of Directors:

Appointments

During the financial year 2024-25, there has been no change in the Directorship of the Company.

Resignation

During the financial year 2024-25, there has been no change in the Directorship of the Company.

Retirements by Rotation and Subsequent Re-Appointment

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Usha Aggarwal (DIN: 01288577), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered for her re-appointment.

The proposal for her re-appointment forms part of the Notice convening the AGM. A brief profile and additional details pertaining to Mrs. Usha Aggarwal have also been provided in the Notice for shareholders reference and consideration.

Details of Key Managerial Personnel:

In accordance with the provisions of Section 203 of the Companies Act, 2013, the following individuals served as Key Managerial Personnel (KMP) of the Company during the financial year 2024 25:

1. Mr. Tarun Aggarwal**	Chairman, Managing Director and CEO
2 Mrs. Megha Aggarwal	Whole Time Director
3. Mr. Hanuman Kumar	Chief Financial Officer (CFO)
4. Ms. Supriya Chakraborthy *	Company Secretary and Compliance Officer
5. Mr. Ayush Garg*	Company Secretary and Compliance Officer
6. Mr. Ashish Sharma*	Company Secretary and Compliance Officer

* During the year under review, there were certain changes in the Key Managerial Personnel of the Company, as detailed below: - Ms. Supriya Chakraborthy resigned from the position of Company Secretary & Compliance Officer of the Company with effect from 28th February, 2025.

- Mr. Ayush Garg was appointed as Company Secretary & Compliance Officer of the Company with effect from 22nd May, 2025; however, he subsequently resigned from the said position with effect from 3rd July, 2025.

- Mr. Ashish Sharma was appointed as Company Secretary & Compliance Officer of the Company with effect from 4th July, 2025 and continues to hold the said office as on date.

** Mr. Tarun Aggarwal has resigned from the position of CEO of the Company w.e.f. 02^nd September, 2025 i.e. after closing of the reporting financial year.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out the annual evaluation of the performance of the Board as a whole, its committees, and individual Directors, including the Chairman.

The evaluation process was conducted in the following manner:

- Board Evaluation: The performance of the Board was assessed based on various criteria, including its composition, diversity, structure, effectiveness of processes, quality of deliberations, access to information, and overall functioning. Feedback was sought from all Directors to ensure a comprehensive and objective review.

- Committee Evaluation: Each Committee of the Board was evaluated based on its composition, clarity of roles and responsibilities, frequency and effectiveness of meetings, and the quality of contributions made by Committee members.

- Individual Director Evaluation: The performance of individual Directors, including Executive and Non-Executive Directors, was reviewed by the Board and the Nomination and Remuneration Committee. The assessment included parameters such as level of preparedness, participation in meetings, constructive inputs during deliberations, and overall contribution to the governance and strategic direction of the Company.

- Chairman Evaluation: The performance of the Chairman was evaluated separately, focusing on leadership qualities, fostering an open and transparent environment, and facilitating effective communication between the Board and management.

A separate meeting of the Independent Directors was held, where they evaluated the performance of the Non-Independent Directors, the Board as a whole, and the performance of the Chairman. The outcome of this evaluation was discussed in the subsequent Board meeting.

Additionally, the performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The outcome of the evaluations confirmed that the Board and its Committees are functioning effectively and that the Directors are contributing meaningfully to the Companys growth and governance.

The Directors expressed their satisfaction with the evaluation process.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. Te detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets.

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure II to this Report.

RISK MANAGEMENT

The Company has adopted the Risk Management policy that defines and lays out the strategies and methodology to decide on the risk taking ability of the organization. The Company constantly reviews its exposure to various types of risk, whether it be regulatory, operational, environmental, financial or political. The Company has in place adequate systems to ensure compliance with all regulatory and statutory matters reviews the same on a periodic basis and takes appropriate corrective action when necessary.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31^st March, 2025 and state that:

a. In the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

b. That the directors had selected such accounting policies and applied them consistently and made judgments 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 of the profit and loss of the company for that period; c. That the directors had 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; d. That the directors had prepared the annual accounts on a going concern basis; e. The directors, had laid down internal financial controls to be followed by the company and that ^{such internal financial controls are adequate and were operating effectively; and} f. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the internal financial control framework, audit procedure and compliance system as established and maintained by the Company, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is required be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25:

Sr. No. Name of Director	Remuneration Paid during F.Y. 2024-2025	Ratio
1 Tarun Aggarwal	9,00,000/-	42.78

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief

Executive Officer, Company Secretary or Manager, if any, in the financial year 2024-25:

Sr. No. Name of Director	Remuneration Paid during F.Y. 2024-25	Remuneration Paid during F.Y. 2023-24	Percentage Change
1 Tarun Aggarwal	9,00,000/-	9,00,000	Nil
2 Hanuman Kumar (CFO)	4,20,000	4,20,000	Nil
3 CS Supriya Charaborthy	2,75,000	1,00,000	Nil

iii. The percentage increase in the median remuneration of employees in the financial year 2024-25:

There has been no change in the median remuneration to the employees.

iv. The number of permanent employees on the rolls of company: 45

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: N.A.

vi. The key parameters for any variable component of remuneration availed by the Directors: variable component of remuneration is availed by Directors.

vii. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

LISTING ON THE STOCK EXCHANGE

The Equity shares of the Company are listed at BSE Limited. The trading in to the equity shares of the Company is active on the BSE Limited under XD Group.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered into by the Company during the financial year under review were in the Ordinary Course of Business and on an Arms Length basis, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There were no materially significant Related Party Transactions:

- Exceeding 10% of the annual consolidated turnover of the Company, or

- Involving brand usage or royalty payments exceeding 5% of the annual consolidated turnover,

that may have a potential conflict with the interest of the Company at large.

Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013, is not applicable.

The details of the related party transactions for the Financial Year 2024 25 are provided in the notes to the financial statements, which form an integral part of this Annual Report.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the Companys website at the link www.kuwer.com.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There have been no significant and material orders passed by any regulators, courts, or tribunals which would impact the going concern status of the Company or its future operations.

Details of litigation, if any, pertaining to tax and other matters are disclosed in the Auditors Report and the Financial Statements, which form an integral part of this Annual Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope: - Audit Committee - Nomination and Remuneration Committee - Stakeholder Relationship Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the copy of Annual Report in form MGT-7 is available at the official website of the Company www.kuwer.com.

B) AUDIT COMMITTEE

The Board has constituted the Audit Committee in line with the provisions of Section 177 of the Companies Act, 2013. The terms of reference of the Committee are available on the website of the Company.

During the year under review, the Audit Committee met 4 (Four) times during the Financial Year 2024-25 on May 30, 2024, August 14, 2024, November 12, 2024 and February 14, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Directors	Category	Designation	Number of meetings during the Financial Year 2024-25
			Held	Eligible to attend	Attended
Mr. Rahul Aggarwal	Non-Executive Independent Director	Chairperson	4	4	4
Mr. Pranav Gupta	Non-Executive Independent Director	Member	4	4	4
Mr. Tarun Aggarwal	Chairman and Managing Director	Member	4	4	4

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever required. Further, the Company Secretary of the Company is acting as Company Secretary to the Audit Committee.

Recommendations of Audit Committee wherever/whenever given have been considered and accepted by the Board.

Change in Composition of the Audit Committee: Subsequent to the year under review, the Audit Committee was reconstituted by the Board of Directors w.e.f. September 04, 2025. The composition of the Audit Committee as on the date of this Report is as under:

Mr. Pranav Gupta	Chairperson (Non-Executive Independent Director)
Mr. Rahul Agarwal	Member (Non-Executive Independent Director)
Mr. Tarun Aggarwal	Member (Chairman & Managing Director)

D) NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act 2013.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. The terms of reference of the Committee are available on the website of the Company at www.kuwer.com.

During the year under review Nomination and Remuneration Committee met 2 (Two) times viz on August 14, 2024 and February 14, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Directors	Category	Designation	Number of meetings during the Financial Year 2024-25
			Held	Eligible to attend	Attended
Mr. Pranav Gupta	Non-Executive Independent Director	Chairperson	2	2	2
Mr. Rahul Aggarwal	Non-Executive Independent Director	Member	2	2	2
Mrs. Anjali Garg	Non-Executive Independent Director	Member	2	2	2

Change in Composition of the Nomination & Remuneration Committee: Subsequent to the year under review, the Nomination and Remuneration Committee was reconstituted by the Board of Directors w.e.f. September 04, 2025. The composition of the Nomination and Remuneration Committee as on the date of this Report is as under:

Mr. Pranav Gupta	Chairperson (Non-Executive Independent Director)
Mr. Rahul Agarwal	Member (Non-Executive Independent Director)
Mr. Tarun Aggarwal	Member (Chairman & Managing Director)

Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company is framed with the objective of fostering a high-performance culture across the organization. The Policy is designed to attract, retain, and motivate qualified personnel in a competitive market environment and to align the aspirations of the employees with the long-term goals of the Company.

The Company pays remuneration to its Executive Directors and Key Managerial Personnel (KMPs) by way of salary, benefits, perquisites, and allowances. The structure of remuneration is in accordance with the applicable provisions of the Companies Act, 2013 and as approved by the shareholders, wherever necessary.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is available on the Companys website and as detailed in Annexure-III of this Report.

E) STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has formed Stakeholders Relationship Committee in line with the provisions Section

178 of the Companies Act, 2013.

The Board of Directors has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The terms of reference of the Committee are available on the website of the Company.

During the year under review, Stakeholders Relationship Committee met 4 (Four) times during the Financial Year 2024- 25 on May 30, 2024, August 14, 2024, November 12, 2024, and February 14, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Directors	Category	Designation	Number of meetings during the Financial Year 2024-25
			Held	Eligible to attend	Attended
Mr. Pranav Gupta	Non-Executive Independent Director	Chairperson	4	4	4
Mr. Rahul Aggarwal	Non-Executive Independent Director	Member	4	4	4
Mr. Tarun Aggarwal	Chairman and Managing Director	Member	4	4	4

Also, there were no complaints unresolved as on March 31 2025.

Change in Composition of the Stakeholders Relationship Committee:

Subsequent to the year under review, the Stakeholders Relationship Committee was reconstituted by the Board of Directors w.e.f. September 04, 2025. The composition of the Stakeholders Relationship Committee as on the date of this Report is as under:

Mr. Rahul Agarwal	Chairperson (Non-Executive Independent Director)
Mr. Pranav Gupta	Member (Non-Executive Independent Director)
Mrs. Megha Aggarwal	Member (Whole Time Director)

F) VIGIL MACHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.kuwer.com.

G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace. The Board of Directors has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2024-25, the Company has received no complaints on sexual harassment.

H) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided in the financial statements.

I) CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility, are not applicable to the Company during the year under review.

J) CORPORATE GOVERNANCE REPORT

Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 shall be applicable those companies having paid up equity share capital exceeding 10 crore and Net Worth exceeding 25 crore, as on the last day of the previous financial year. The paid up share capital and net worth of your Company do not come under the purview of applicability of Regulation 27 of Listing Regulations i.e. Corporate Governance. Therefore separate report of corporate governance is not attached herewith.

In spite of above exemption, Your Company adopts best practices for corporate governance, disclosure standard and enhanced shareholder value while protecting the interest of all other stakeholders including clients, its employee. This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates.

The certification by CFO as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is attached and marked as Annexure ‘C.

K) COST RECORDS

The provisions of Section 148 are not applicable on the Company. Consequently, the company is not liable to maintain such cost records.

L) INTERNAL COMPLAINT COMMITTEE

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

M) DISCLOSURE RELATING TO MATERIAL VARIATION

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, there is no significant material variances noted in the Company.

N) SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under the Companies Act, 2013.

O) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has not transferred any amount in investor Education and Protection Fund.

P) GENERAL DISCLOSURE

In accordance with the provisions of Section 134(3) of the Companies Act, 2013, Rule 8 of the Companies (Accounts) Rules, 2014, and other applicable provisions, your Directors confirm that all necessary disclosures have been made in this Board Report.

Further, the Board confirms that there were no transactions during the year under review requiring disclosure in respect of the following items:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Managing Directors of the Company did not receive any remuneration or commission from subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

SUBSIDIARY & ASSOCIATE COMPANY

As on March 31, 2025, the Company does not have any Subsidiary, Associate, or Joint Venture Company within the meaning of Section 2(6) and Section 2(87) of the Companies Act, 2013.

Accordingly, the disclosure in Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013 is not applicable.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors report for the year ended 31^st March, 2025 are given below:

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The provisions related conservation of energy does not apply to the Company, therefore, the information as provided in Performa given in Form A under the Companies (Accounts) Rules, 2014 is not given. However, the Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

The Company has been taking energy saving measures viz., Use of energy saver electrical Equipments, CFL fittings are provided inside the building for common area lighting in the projects of the Company, Efficient ventilation system in offices and the projects of the Company.

Moreover, your company emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your company has not undertaken any research and development work during the year 2020-21. However, in order to minimize its cost and increase the quality of its projects, your Company is trying to maintain highest standard of quality.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Foreign Exchange, earnings and Outgo are given as below:-

Particulars	Year 2025 (Amount)	Year 2024 (Amount)
Foreign Exchange Earning	Nil	Nil
Foreign Exchange Outgoing	Nil	Nil

DETAILS OF APPLICATIONS OR PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the Financial Year 2024 25, there were no applications made or proceedings initiated or pending under the Insolvency and Bankruptcy Code, 2016 by any Financial or Operational Creditors against the Company.

As on the date of this report, there are no pending applications or proceedings under the said Code against the Company.

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to; a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company, Housing Finance as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

i) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated Endeavour towards attainment of better working results during the current year.