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You can view full text of the latest Director's Report for the company.

BSE: 507794ISIN: INE745B01028INDUSTRY: Fertilisers

BSE   ` 124.55   Open: 125.25   Today's Range 120.50
128.00
-0.70 ( -0.56 %) Prev Close: 125.25 52 Week Range 44.37
128.00
Year End :2025-03 

Your Directors are pleased to present the 43rd Annual Report of your
Company alongwith Audited Financial Statement for the financial year
ended 31st March, 2025.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st

March, 2025 is summarized below:

’ (Rs. in Lacs)

Particulars

2024-25

2023-24

Sales

72,016.77

53,584.76

Total Income

72,102.58

53,739.46

Surplus before interest, depreciation,

2391.66

(2,864.41)

exceptional items and Tax

Less: Financial Cost

2980.70

3,169.77

Cash Profit before tax

(589.04)

(6034.18)

Less: Depreciation

1060.94

1,151.78

Exceptional Items

-

-

Profit /(Loss) before taxation

(1649.98)

(7,185.96)

Provision for current tax

-

Income Tax of earlier year

0.27

(128.94)

Deferred tax

(1790.16)

(8.03)

Profit /(Loss) after taxation

139.91

(7,048.99)

Transfer to General Reserve

Earning Per Share (face value of Re. 1/- each)

0.14

(7.27)

REVIEW OF OPERATIONS

FERTILIZER, CHEMICALS & SPECIALITY CHEMICALS DIVISION:

FY 2024-25 first quarter, continued to present operational and market-
related challenges for the Company. The lingering impact of the
previous year's delayed monsoon and reduced subsidy structure had a
carryover effect, creating a cautious sentiment among farmers and
distributors. Despite the minor increase in Nutrient Based Subsidy
(NBS) rates, the anticipated correction in raw material prices did not
materialize to the extent and contrary to international trends in fertilizer
and input prices.

However, after the first quarter, support to the SSP Industry by allowing
it freight subsidy and correction in raw material prices, increase in NBS
rates for Kharief 2024, inventory and cost control by the management
helped the company to turn around it's performance gradually and
achieve a positive outcome finally.

The Company has produced 3,73,870 MT (previous year 4,35,810 MT)
of Single Super Phosphate (SSP) Fertilizer and 1,89,223 MT (previous
year 1,96,143 MT) of Chemicals & Specialty Chemicals and sold
4,40,365 MT of SSP (previous year 3,45,851 MT) &1,19,036 MT of
Chemicals (previous year 1,07,533 MT) respectively.

During the current year, the turnover of your Company increased from
' 53,739.46 lacs in FY 2023-24 to ' 72,102.58 lacs in FY 2024-25.
Operating income improved significantly, rising from a loss of ' 2,864.41
lacs in FY 2023-24 to a profit of ' 2,391.66 lacs in FY 2024-25. Cash
loss reduced notably from ' 6,034.18 lacs to ' 589.04 lacs over the
same period. Further, the Company reported a net profit after tax of '
139.91 lacs in FY 2024-25, compared to a net loss of ' 7,048.99 lacs in
the previous year.

In response to the trend in international fertilizer prices, the Government
of India (GOI) increased the NBS rates to Rs. 4804 per MT(earlier Rs
3540) from April 2024 to September 2024, and subsequently increased
to Rs. 5121(earlier Rs 4804) per MT from October 2024 to March 2025.
This helped improve the profitability of the SSP Industry. The prices of

Rock Phosphate 30% grade (which is the major raw material for SSP)
also saw a correction by around 20%.

The Preliminary indicators for year 24-25 suggest the likelihood of
normal monsoon. The NBS rates have been further increased to Rs
7263 per MT (earlier Rs 5121). The Ministry of fertilizers has also
indicated of continued support with freight subsidy as given to other
“phosphatic and potassic' fertilizers. A favorable monsoon would
support higher sowing activities, improved farm incomes, and
consequently increased consumption of fertilizers. Increase in NBS
rates gives scope to improve the marketability of SSP fertilizer, the main
product of the Company. This could lead to improved sales volumes and
better capacity utilization for SSP manufacturers.

However, the Company remains cautiously optimistic, as subsidy
policies, global raw material pricing, and competitive pressures will
continue to influence market dynamics. The Company is however
confident that strategic planning, strong distribution networks, and
operational efficiency will enable the it to capitalize on any upswing in
demand during FY 2025-26.

DIVIDEND

The Board of Directors has decided not to recommend any dividend for
the financial year 2024-25 in order to conserve resources and
strengthen the financial position of the Company.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015,
The Board has approved and adopted the Dividend Distribution Policy
and the detail of the Dividend Distribution Policy has been uploaded on
the Company's website, Web-link:
http://kcfl.co.in/wp-
content/uploads/2022/05/Dividend-Distribution-Policv-.pdf

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2025 was Rs. 969.89
Lacs divided into 9,69,89,200 shares of Re. 1/- each. During the year
under review, the Company has not issued shares with differential
voting rights nor granted stock options nor sweat equity.

RESERVES AND SURPLUS

The Company has not transferred any amount to General Reserves for
the financial year 2024-25

INVESTORS EDUCATION & PROTECTION FUND

Dividend which was declared by the Company for the financial year
ended March 31,2018 at the Annual General Meeting held on August 9,
2018 and remained unclaimed will be transferred to the Investor
Education and Protection Fund of the Central Government on October
7, 2025 pursuant to the provisions of Companies Act, 2013. Thereafter
no claim shall lie on dividend for the year ended March, 31, 2018 from
the shareholders.

PROJECTS & FINANCE

The Company did not avail of any major term loan during FY 2024-25.
However, it repaid a net term loan of ' 7.61 crores during the year. In
comparison, a net term loan of ' 7.57 crores was repaid in FY 2023-24.
FIXED DEPOSITS

The Company has not accepted any deposits from the public during the
year under review, pursuant to the provisions of Section 73 of the
Companies Act, 2013 & the Deposit Rules made there under.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Information required under section 134(3)(m) of the Companies Act,
2013 read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is annexed in Form-A of
Annexure
'A’
and forms part of the report.

Your directors are of the opinion that the Company has already opted for
latest technology for producing Single Super Phosphate and Sulphuric
Acid. Hence, information specified to be given in Form-B of
Annexure
‘A’
is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Schedule V(B) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management
Discussion and Analysis Report forms part of this Report(
Annexure-B).
FOREIGN EXCHANGE EARNING AND OUTGO
The Company has earned Rs. NIL on export of goods (Previous year
Rs. NIL) and incurred Rs.3193.73 lacs (Previous year Rs. 29,124.62
lacs) on import of Raw Materials, Fees & Subscription and Interest on
Foreign Currency Loan.

DIRECTORS

The Board is pleased for the re-appointment of Mr. Shailesh Khaitan
(DIN: 00041247) as Chairman & Managing Director of the Company for
a term commencing from April 1, 2025, to March 31, 2028, subject to
Shareholders' approval

Additionally, the Board has announced the appointment of Mr. Praveen
Uniyal (DiN: 08714038) as an Additional Director (Category: Whole¬
Time Director) of the Company for a term of three (3) years, effective
from January 16, 2025, until January 15, 2028, subject to the approval
of the Shareholders of the Company.

The Members have approved their respective appointments on March
27, 2025, through an Extraordinary General Meeting.

Furthermore, Mr. Jagdishlal Chunilal Jajoo ceased to be a Director of
the Company upon completion of his tenure as Whole-Time Director at
the close of business hours on April 21,2025.

Particulars of the directors seeking appointment/re-appointment are
provided in the notes forming part of the notice for the ensuing Annual
General Meeting, as required under Regulation 36(3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has received disclosures from all the directors and none
of the directors has been disqualified as stipulated under Section 164 of
the Companies Act, 2013 and rules made thereunder.

During the year, the Board of Directors met four (4) times. The details of
the Board Meetings and the attendance of the Directors are provided in
the Corporate Governance Report
(Annexure - C).

KEY MANAGERIAL PERSONNEL:

The following employees were designated as whole-time key
managerial personnel as required under section 203 of the Companies
Act, 2013 by the Board of Directors during the year under review:

(a) Shri Shailesh Khaitan, Chairman & Managing Director;

(b) Shri Utsav Khaitan, Joint Managing Director;

(c) Shri Harsh Vardhan Agnihotri, President & Chief Financial
Officer and

(d) *Ms. Sejal Maheshwari, Company Secretary & Compliance
Officer

*Ms. Sejal Maheshwari was appointed as the Company
Secretary of the Company w.e.f 23rd May 2024.
INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have confirmed and declared that they are
not disqualified to act as an Independent Director in compliance with the
provisions of Section 149 of the Companies Act, 2013 read with
Regulation 16 (B) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Board is also of the opinion
that the Independent Directors fulfill all the conditions specified in the
Companies Act, 2013 making them eligible to act as Independent
Directors.

CORPORATE GOVERNANCE

Your Company has always striven to maintain appropriate standards of
good corporate governance. The report on corporate governance as
stipulated under Schedule V (C) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of this Report.
The requisite certificate confirming compliance with the conditions of
corporate governance as stipulated under the said clause is attached to
this report. (
Annexure - C).

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE
COMPANIES:

The Company has no Subsidiary/Joint Venture/Associate Company.
PARTICULARS OF LOAN, GUARANTEES, INVESTMENTS:

During the year under review, the Company has not made any
investments or given loan or provided security or guarantees falling
under the provisions of Section 186 of the “the Act”.

VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the requirement of Section 177 (9) of the Companies Act, 2013,
and Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015,the Company has established a Vigil
Mechanism called the ‘Whistle Blower Policy' for Directors and
Employees to report concern of unethical behavior, actual or suspected
fraud or violation of the Company's Code of Conduct or ethics policy and
the details of the Whistle Blower Policy has been uploaded on the
Company's website, Web-link:
http://kcfl .co.in/wp-
content/uploads/2022/05/Vigil-Mechanism-Policv.pdf
COMPOSITION OF AUDIT COMMITTEE

As per the requirement of Regulation 18 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 read with Section 177
of the Companies Act, 2013. The present strength of the Audit
Committee comprises of Shri Deepak Kumar Khemka, Shri Inder Jit
Singh, Mrs. Payal Gupta. Shri Deepak Kumar Khemka is the Chairman
of the Audit Committee of the Company. All the members of the Audit
Committee are independent and non-executive directors. The
recommendations of audit committee were duly accepted by the Board
of Directors.

NOMINATION & REMUNERATION COMMITTEE AND POLICY

Pursuant to Section 178 of the Companies Act, 2013, the rules made
there under and Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Nomination &
Remuneration Committee, comprises of Shri Deepak Kumar Khemka,
Chairman, Shri Inder Jit Singh, Mrs. Payal Gupta as its members.

The Nomination & Remuneration Committee framed a policy for
selection and appointment, re-appointment, removal, appraisals of
Directors and Senior Management and the same is stated in the
Corporate Governance Report
(Annexure - C).

AUDITORS & AUDIT REPORT

The Company had re-appointed M/s. NSBP & Co., Chartered
Accountants, New Delhi as Statutory Auditors of the Company for
carrying out the Statutory Audit of the Company for the Term of 5 years
commencing from the conclusion of 40thAnnual General Meeting to the
conclusion of 45thAnnual General Meeting of the Company (from
Financial Year 2022-23 to 2026-27). The Company has received a
certificate from them to the effect that their appointment as Statutory
Auditors of the Company, would be within the limit prescribed u/s 139 &
141 of the Companies Act, 2013 & also received a peer review
certificate issued by the ICAI ‘Peer Review Board', as required underthe
provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

There have been no instances of fraud reported by the Statutory
Auditors under Section143(12) of the Act and Rules framed there under,
either to the Company or to the Central Government.

The notes on accounts referred to and the Auditors' Report are self¬
explanatory and therefore do not call for any explanatory note.

COST AUDITOR:

The Board of Directors, in pursuance of an order under section 148 of
the Companies Act, 2013, read with Rule 14 of the Companies (Audit &
Auditors) Rules, 2014, issued by the Central Government, has
appointed on the recommendation of Audit Committee M/s. M.P.
Turakhia & Associates, Cost Accountants, Indore as Cost Auditors to
conduct audit of the cost accounts maintained by the Company in
respect of Fertilizer, Sulphuric Acid and Soya products for the financial
year 2025-26.

As required under Companies Act, 2013 a resolution seeking members
approval for the remuneration payable to cost Auditor forms part of the
notice conveying the Annual General Meeting for their ratification.
INTERNAL AUDITOR:

M/s. APAS & Co., Chartered Accountants, New Delhi is appointed as
Internal Auditor of the Company to conduct the internal audit of the
Company for the Financial Year 2025-26, as required under Section 138
of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014.
The Company has an Internal Control System, commensurate with the
size, scale and complexity of its operations. The scope and authority of
the Internal Audit function is defined. The Audit Committee of the Board
of Directors actively reviews the adequacy and effectiveness of the
Internal Control System and suggests improvements to strengthen the
same. To maintain its objectivity and independence, the Internal Auditor
reports to the Chairman of the Audit Committee of the Board. Based on
the report of internal audit function, Company undertakes corrective
action in their respective areas and thereby strengthens the controls.
Recommendations along with corrective actions thereon are presented
to the Audit Committee of the Board and accordingly implementation
has been carried out by the Company.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed on the
recommendation of Audit Committee and board M/s.Ritesh Gupta & Co.,
Partnership firm, Indore (Unique code- P2025MP106200), to undertake
the Secretarial Audit of the Company for the financial year 2025-30,
subject to the approval of shareholders.

The Secretarial Audit Report for the year 2024-25 does not contain any
qualification, reservation or adverse remark. The Secretarial Audit
Report is self-explanatory and therefore do not call for any explanatory
note and the same is annexed herewith as
(Annexure - D).
SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by
The Institute of Company Secretaries of India (ICSI).

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to Section 135 of Companies Act, 2013 and the relevant rules,
the Corporate Social Responsibility Committee as on 31.03.2025
comprises of Shri Jagdish Lal Jajoo as the Chairman and Shri Utsav
Khaitan, Shri Deepak Kumar Khemka, Shri Inder Jit Singh & Mrs. Payal
Gupta as its members.The detailed CSR Policy has been uploaded on
Company's Website,
Web-link :http://kcfl.co.in/wp-
content/uploads/2022/03/CSR-Policy.pdf

However, the composition of the Committee has changed due to the
cessation of Mr. Jagdish lal Chunilal Jajoo, who completed his tenure as
Whole-Time Director at the close of business hours on April 21, 2025.
From 21.04.2025 composition of the Committee is Shri Utsav Khaitan
as the chairman & Shri Deepak Kumar Khemka, Shri Inder Jit Singh &
Mrs. Payal Gupta as its members.

The details on CSR activities are annexed herewith as (Annexure - E)
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Business Responsibility and Sustainability Report, as required under
the Listing Regulation, is annexed as
Annexure “H” to this report.

BOARD EVALUATION

Pursuant to the provisions of section 134 (3)(p) of the Companies Act,
2013 and applicable Regulations of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board adopted a
formal mechanism for evaluating its performance and as well as that of
its Committees and Individual Directors, including the Chairman of the
Board. The exercise was carried out through a structured evaluation
process covering various aspects of the Boards functioning such as
composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, governance issues etc.

The evaluation of the Independent Directors was carried out by the
entire Board and that of the Chairman and Non-Independent Directors
were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected
the overall engagement and effectiveness of the Board and its
Committees with the Company.

ANNUAL RETURN:

In compliance with the provisions of Section 92 of the Companies Act,
2013, the Annual Return of the Company for the financial year ended
March 31,2025 will be uploaded on the website of the Company and the
web link of the same is http://kcfl.co.in/annual-return/

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors

confirm that:

1. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures;

2. they have 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 as at 31st March, 2025 and of the profit &
loss of the Company for that period;

3. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of
the Companies Act, 1956/2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;

4. they have prepared the annual accounts on a going concern basis.

5. they have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and
were operating effectively.

6. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems were adequate
and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTY:

As per the requirement of Regulation 23 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has
formulated the Policy on Materiality of Related Party Transactions. All
such transactions that were entered into during the financial year were
on an arm's length basis and in the ordinary course of business. There
are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the
interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee
and the same has been approved by the Board. Prior omnibus approval
of the Audit Committee is obtained for the transactions which are of a
foreseen and repetitive nature and the same is been reviewed by the
Audit Committee on quarterly basis.The company has framed Policy on
Materiality of Related Party Transactions and on Dealing with Related
Party Transactionsand is placed on the Company's website and the web
link for the same ishttps://kcfl.co.in/wp-content/uploads/
2022/05/Policy-on-Materiality-of-Related-Party-Transactions-and-on-
Dealing-with-Related-Party-Transactions.pdf

The Company has also formed Related Party Transactions Policy and
the web link for same is
http://kcfl.co.in/wp-
content/uploads/2022/05/Related-Partv-Transactions-Policv.pdf

Pursuant to the provisions of Section 134 (3) (h) of the Companies Act,
2013, the particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013, and
prescribed in Form AOC-2 of Companies (Accounts) Rules, 2014, are
appended as
Annexure-F to this report. Related Party Transactions
during the year have been disclosed as a part of Financial Statements
as required under Accounting Standard 18 issued by the Institute of
Chartered Accountants of India.

LISTING OF SHARES

Shares of the Company are listed on BSE Limited (BSE) and National
Stock Exchange of India Limited (NSE),which provides a wider access
to the investors nationwide.

The Company has made all the compliances of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 including
payment of Annual Listing fees up to March 31, 2025 to the Stock
Exchanges.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the
Company has established connectivity with both the depositories i.e.
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited(CDSL). In view of the numerous advantages
offered by the Depository system, Members are requested to avail the
facility of dematerialization of shares with either of the Depositories as
aforesaid. As on March 31, 2025, 99.05% of the share capital stands
dematerialized.

RISK MANAGEMENT

1. Risk Management Committee:

Pursuant to Regulation 21 (5) of the SEBI (Listing Obligation and
Disclosures Requirement) Regulation, 2015, the Board has constituted
the Risk Management committee. At present Risk Management
committee constitutes Mr.Utsav Khaitan, Chairman and Mrs. Payal
Gupta and Mr. Deepak Kumar Khemka as its members, to frame,
implement and monitor risk management plan of the Company.

2. Risk Management Policy:

The Company has in place Risk Management Policy as per requirement
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 134(3)(n) of the Companies Act, 2013,
which requires the Company to lay down procedure for risk assessment
and risk minimization.The Board of Directors, Audit committee and the
Senior Management of the Company should periodically review the
policy and monitor its implementation to ensure the optimization of
business performance, to promote confidence amongst stake holders
in the business processes, plan and meet strategic objectives and
evaluate, tackle and resolve various risks associated with the Company.
The business of the Company is exposed to various risks, arising out of
internal and external factors i.e.Industry, Competition, Input,
Geography, Financial, Regulatory, Other Operational,Information
Technology related other risks.

The details of Risk Management Policy as per requirement of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
and Section 134(3)(n) of the Companies Act, 2013 has been uploaded
on Company's Website in policies section at
http://kcfl.co.in/wp-
content/uploads/2022/05/Risk-Management-Policy.pdf
Implementation of the Scheme:

The functional managers at all locations will be responsible for
identifying and assessing the risks within their areas of responsibilities
and actions agreed beforehand to resolve such risks. They will report for
any new risk or changes in the existing risk to the President/Managing
Director. The Board and the senior executives of the Company will
oversee the implementation of the policy and review the same
periodically; the Board will be updated on key risks faced by the

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DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION. PROHIBITION AND
REDRESSAL) ACT, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line
with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received
and disposed off during the year 2024-25.

No of complaints received: NIL

No of complaints disposed off: Not Applicable

Pending : Not Applicable

Compliance under the Maternity Benefit Act. 1961

The Company has duly complied with the provisions of the Maternity
Benefit Act, 1961, and has extended all applicable benefits to eligible
women employees, as prescribed under the said Act.

Number of employees as on the closure of financial year
Female - 5

Male - 666

Transgender - 0

MATERIAL CHANGES AFFECTING FINANCIAL POSITIONS OF
THECOMPANY

No material changes have occurred and commitments made, affecting
the financial position of the Company, between the end of the financial
year of the Company and the date of this report. There is no order
passed by any regulator or court or tribunal against the company,
impacting the going concern concept or future operations of the Company.
PARTICULARS OF EMPLOYEES

In terms of 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 and the rules there under as
amended from time to time, forms part of this report
(Annexure-G).
There are no instances of employees who was in receipt of
remuneration in excess of the limit prescribed in provisions of Section
197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014and the rules made there under.

In accordance with the provisions of Section 136 of the Act, the Annual
Report and Accounts are being sent to all the Members of the Company
excluding the aforesaid information and the said particulars will be
made available on request and also made available for inspection at the
Registered Office of the Company. Any Member interested in obtaining
such particulars may write to the Company Secretary of the Company.
None of the employees listed in the said Annexure is a relative of any
Director of the Company. None of the employees hold (by himself
oralong with his spouse and dependent children) more than two percent
of the equity shares of the Company.

APPRECIATION:

The Board of Directors wish to place on record its sincere appreciation
for the support and co-operation received from all its stakeholders
including customers, promoters, shareholders, bankers, suppliers,
auditors, various departments/ agencies of Central/State Government
and other business associates of the Company.

Your Board recognizes and appreciates the contributions made by all
employees at all level that ensure sustained performance in a
challenging environment.

For and on behalf of the Board
(SHAILESH KHAITAN)

Place: New Delhi CHAIRMAN & MANAGING DIRECTOR

Date: 23rd April. 2025 DIN: 00041247