The Board of Directors hereby submits the report of the business and operations of Kataria Industries Limited (“the Company”), along with the audited financial statements, for the financial year ended March 31, 2024.

BUSINESS OVERVIEW

The Company was incorporated in 2004 with an object to engage in the manufacturing and supply of all kinds of ingots, including those made of iron, steel, copper, bronze, aluminum and other ferrous and non-ferrous materials, as well as drawing of wires, pipes and tubes made from them, along with various plastic products. Initially, we also had two separate division, namely the Plastic Division and the Wind Mill Division. However, in order to focus on our core business competencies and explore strategic options to grow such business and to rationalize its management, business and finances, these divisions were transferred with effect from October 01 2013 to Kataria Plastics Private Limited and Shree Hanuman Mining Corporation Private Limited pursuant to an Order passed on 11 September 2014 by the Hon'ble Madhya Pradesh High Court and in accordance with the Scheme of Arrangement and Demerger annexed to it.

Our Promoter and Managing Director, Mr. Arun Kataria, holds a Bachelor of Commerce degree. He has been instrumental in overseeing manufacturing operations, procurement and strategically shaping the direction of the Company. Our Whole Time Director and CFO, Mr. Anoop Kataria, holds a Bachelor of Commerce (Finance) degree and currently, he is involved in sales & marketing, development of new businesses and responsible for managing finances of the Company.

We are constantly improving and expanding our processes and technologies. Our top management always emphasises core strength and policies that focus on technology and excellent service delivery. With a passion for setting high standards of service, the management always takes measures to scale up as needed to deliver the best. We work diligently and have a wide range of equipment to meet every need and ensure client satisfaction.

The Company is engaged in the manufacturing and supply of Low Relaxation Pre-Stressed Concrete (LRPC) Strands and Steel Wires, Post-tensioning (PT) Anchorage System (Anchor Cone, Anchor Head and Wedges), HDPE Single Wall Corrugated (SWC) Sheathing Ducts, Couplers and Aluminium Conductors. Our wide variety of products are utilized in various sectors including Infrastructure, Roads - Bridges & Flyovers, Metros, Railways, High Rise Buildings, Atomic Reactors, LNG Tanks, Power Transmission & Distribution Lines etc. Our products are certified by ISO 9001:2015 for quality management systems.

CHANGE IN NATURE OF BUSINESS

The Company has been engaged in the business of manufacturing of LRPC Strands, spring steel wire, earth wires, galvanized wires and various other steel wires, cables & conductors with the latest technology under the strict quality control parameters. With a view to add certain activities in its present scope of operations and it was proposed to venture into new activities of which have good potential with respect to the future prospects of the company, your company has, in ExtraOrdinary General Meeting held on March 04, 2024, obtained an approval of members of the company by way of special resolution to add wide range of activities to enable your company to consider embarking upon new business activities to be convenient, advantageous and feasible for the company's business to enable the company to expand and its activities and venture into new areas of business.

CHANGE IN NATURE OF CONSTITUTION

With a view to issuance of shares in initial public offering (IPO) and to get the benefit of listing, the board of directors, at its meeting held on November 14, 2023, agreed to convert the company into public company which was further approved by members of the company in their Extra-ordinary General Meeting held on December 12, 2023. Pursuant to conversion, a fresh certificate of incorporation was issued by the Registrar of Companies, Gwalior dated December 20, 2023.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS (IEPF)

The provision of Section 125 of Companies Act, 2013 is not applicable to the company as the company has not declared any dividend to its shareholders.

SHARE CAPITAL

During the year under review, following changes were carried out in the authorized and paid-up share capital of the Company:

Authorized Capital

The Authorized Share capital of the company stood at INR 22,00,00,000/- (Rupees Twenty-Two Crore Only) divided into 22000000 (Two Crore Twenty Lacs) equity shares of INR 10/- (Rupees Ten Only).

During the year under review, the Authorized Share Capital of the Company has been increased from INR 5,50,00,000/- (Rupees Five Crore Fifty Lacs Only) divided into 5500000 equity shares of INR 10/-(Rupees Ten Only) to INR 22,00,00,000/- (Rupees Twenty-Two Crore Only) divided into 22000000 (Two Crore Twenty Lacs) equity shares of INR 10/- (Rupees Ten Only) vide special resolution passed in the ExtraOrdinary General Meeting held on November 02, 2023.

Issued, Subscribed & Paid-up Capital

During the year under review,

^ With a view to capitalize the free reserves and to rationalize the capital structure, the members of the company, vide Special resolutions passed in the Extra-Ordinary General Meeting held on November 14, 2023, approved issuance of 1,32,05,695 (one Crore Thirty Two Lacs Five Thousand Six Hundred Ninety Five) bonus equity shares in the ration of 5:1 (i.e. Five bonus fully paid-up new equity share of INR 10/- for every One fully paid-up equity shares of INR 10/- each held) to existing shareholders;

^ Pursuant to the initial public offering of 56,84,400 equity shares of INR 10/- each at the issue price of INR 96/- (Rupees Ninety-Six Only) per equity share (i.e. at the premium of INR 86/- (Rupees Eighty-Six Only) per equity share), aggregating to INR 54,57,02,400/- (Rupees Fifty-Four Crore Fifty-Seven Lacs Two Thousand Four Hundred Only) the Company has allotted 56,84,400 equity shares to the successful applications on Monday, July 22, 2024.

The objects of the issue were funding capital expenditure requirements for the purchase of equipment/machineries to expand its product range in PTS Division by manufacturing of Rebar Coupler and Bridge Bearing, Rebar Coupler and Bridge Bearing are utilized as a post- tensioning anchorage while laying off LRPC strands in concrete structure, Repayment of Debt and general corporate purposes.

At present, the Issued, subscribed and paid-up Capital of the Company is INR 21,53,12,340/- (Rupees Twenty-One Crore Fifty-Three Lacs Twelve Thousand Three Hundred Forty Only) divided into 2,15,31,234 Equity Shares of 10 each.

The entire Paid-up Equity shares of the Company are listed at Emerge Platform of National Stock Exchange of India Limited.

Details under section 67(3) of the Companies Act, 2013 (hereinafter referred to as ‘the act’) in respect of any scheme of provisions of money for purchase of own shares by employees or by trustees for the benefit of employees:

There were no such instances during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

The Company has the optimum combination of executive and nonexecutive Directors in compliance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the Articles of Association of the company as also the applicable provisions, if any, of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended.

As on date of this report, the Board of the Company comprises of five Directors out of which one is Managing Director, one is Whole-time director, two are of Non-Promoter Non-Executive Independent Directors and one is Non-Executive Directors. As on the date of this report, the Board comprises following Directors.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Companies. None of the Director of the Company is holding position as Independent Director in more than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 19 (Nineteen) times viz; June 28, 2023; August 02, 2023; September 21, 2023; October 04, 2023; October 05, 2023; October 25, 2023; November 14, 2023; December 06, 2023; December 20, 2023; December 22, 2023; December 26, 2023; January 27, 2024; February 01, 2024; February 05, 2024; February 17, 2024; February 20, 2024; February 28, 2024; March 05, 2024 and March 11,2024.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below.

$ w.e.f. December 22, 2023 # w.e.f. December 22, 2023 @ w.e.f. November 14, 2023 & w.e.f. December 22, 2023 * Upto February 16, 2024

Changes in Directors

During the year under review, Mr. Anoop Kataria (DIN: 06527758), has been appointed as Additional Director w.e.f. November 14, 2023. Subject to approval of members of the company, Mrs. Apurva Lunawat (DIN: 09575780) and Mr. Mukesh Kumar Jain (DIN: 00653837) have been appointed as an additional Independent Director of the company for a period of five years w.e.f. December 22, 2023. Further, appointments of Mrs. Apurva Lunawat (DIN: 09575780) and Mr. Mukesh Kumar Jain (DIN: 00653837) have been regularized in the ExtraOrdinary General Meeting of the company held on December 22, 2023 for period of five years w.e.f. December 22, 2023, not liable to retire by rotation.

Mr. Sunil Kataria (DIN: 00092681) has been appointed as an additional Non-Executive Director of the company w.e.f. December 22, 2023. Accordingly, Shareholders of the Company in its Extra-Ordinary General Meeting of the company held on December 22, 2023, regularized him as Non-Executive Independent Director of the Company, liable to retire by rotation.

Further, on the recommendation of Nomination and Remuneration Committee and Subject to approval of members of the company, the designation of Mr. Anoop Kataria (DIN: 06527758) has been changed to Whole-Time Director of the company for a period of three years w.e.f. December 26, 2023 to December 25, 2026. On the recommendation of Nomination and Remuneration Committee and Subject to approval of members of the company, the Designation of Mr. Madal Lal Kataria (DIN: 00088902) has been changed from Executive Director to Chairman and Whole-Time Director of the Company for a period of three years w.e.f. December 26, 2023 to December 25, 2026. Further, on the recommendation of Nomination and Remuneration Committee and Subject to approval of members of the company, the designation of Mr. Arun Kataria (DIN: 00088999) has been changed from Executive Director to Managing Director of the company for a period of three years w.e.f. December 26, 2023 to December 25, 2026. Accordingly, shareholders of the company have, in its Extra-Ordinary General Meeting held on December 26, 2023, approved their appointment for a period of three years w.e.f. December 26, 2023 to December 25, 2026 whose offices are liable to retire by rotation.

Mr. Madal Lal Kataria (DIN: 00088902) has resigned from the post of chairman and whole-time director of the company w.e.f. February 17, 2024.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Arun Kataria (DIN: 00088999), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered herself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard II on General Meeting, of the person seeking re-appointment / appointment as Director is annexed to the Notice convening the twentieth annual general meeting.

Independent Directors

It is reported that during the year under review, Mrs. Apurva Lunawat (DIN: 09575780) and Mr. Mukesh Kumar Jain (DIN: 00653837) have been appointed as an additional Independent Director of the company for a period of five years w.e.f. December 22, 2023. Further, an appointments of Mrs. Apurva Lunawat (DIN: 09575780) and Mr. Mukesh Kumar Jain (DIN: 00653837) have been regularised in the ExtraOrdinary General Meeting of the company held on December 22, 2023 for period of five years w.e.f. December 22, 2023, not liable to retire by rotation.

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Promoter Non-Executive Independent Directors in line with the Companies Act, 2013. In the opinion of the Board of Directors, both Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on March 05, 2024 to review the performance of Non-Independent Directors, Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://www.katariaindustries.co.in/wp-

content/uploads/2024/03/1 .Policy_on_Terms_of_Appointment_of_Inde pendent_Directors.pdf.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1 )(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2023-24 and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Familiarization Programme for Independent Directors

The Board members are provided with necessary documents/ brochures, reports, and internal policies to enable them to familiarize with the Company's procedures and practices, the website link is https://www.katariaindustries.co.in/wp-

content/uploads/2024/03/5.Familiarization_Program_for_Independent_

Directors.pdf.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, during the Financial Year 2023-24, the Company has Mr. Arun Kataria (DIN: 00088999) who is acting as Managing Director of the Company, Mr. Anoop Kataria (DIN: 06527758) who is acting as Chief Financial Officer and Whole-Time Director of the company and Ms. Priyanka Jitendrakumar Bakhtyarpuri who is acting as Company Secretary and Compliance Officer of the company.

Further, on the recommendation of Nomination and Remuneration Committee and Subject to approval of members of the company, the designation of Mr. Anoop Kataria (DIN: 06527758) has been changed to Whole-Time Director of the company for a period of three years w.e.f. December 26, 2023 to December 25, 2026. on the recommendation of Nomination and Remuneration Committee and Subject to approval of members of the company, the Designation of Mr. Madal Lal Kataria (DIN: 00088902) has been changed from executive director to chairman and whole-time director of the company for a period of three years w.e.f. December 26, 2023 to December 25, 2026. Further, on the recommendation of Nomination and Remuneration Committee and Subject to approval of members of the company, the designation of Mr. Arun Kataria (DIN: 00088999) has been changed from executive director to Managing Director of the company for a period of three years w.e.f. December 26, 2023 to December 25, 2026. Accordingly, shareholders of the company have, in its Extra-Ordinary General Meeting held on December 26, 2023, approved their appointment for a period of three years w.e.f. December 26, 2023 to December 25, 2026 whose offices are liable to retire by rotation.

Mr. Madal Lal Kataria (DIN: 00088902) has resigned from the post of chairman and whole-time director of the company w.e.f. February 17, 2024.

At present, the Company has Mr. Arun Kataria (DIN: 00088999) who is acting as Managing Director of the Company, Mr. Anoop Kataria (DIN: 06527758) who is acting as Chief Financial Officer and Whole-Time Director of the company and Ms. Priyanka Jitendrakumar Bakhtyarpuri who is acting as Company Secretary and Compliance Officer of the company. They will be considered as Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act;

> The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

> The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

> The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors’ Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) 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 or loss of the Company for that year;

c) The Directors had 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) The Directors had prepared the annual accounts for the year ended March 31,2024 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) 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.

Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and statutes, details of which are given hereunder.

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

The constitution of the Audit Committee is in accordance with the provisions of Section 177 of the Companies Act,2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014.

The Members of the Audit Committee are possessing financial / accounting expertise / exposure.

The Audit Committee's meeting is generally held once in quarter for the purpose of recommending the quarterly/half yearly/yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met Three (3) times during the financial year 2023-24 viz; December 26, 2023; February 20, 2024 and February 28, 2024.

The Company Secretary of the Company is acting as Secretary to the Audit Committee.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Further, the terms of reference, roles and powers of the Audit Committee is as per Section 177 of the Companies Act, 2013 (as amended).

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Listing Regulations and Section 177 of the Act as applicable along with other terms as referred by the Board. The role of the audit committee includes the following:

1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub section 3 of section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval and examine the financial statement and the auditors' report thereon;

6. Reviewing, with the management, the statement of uses /

application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/

Information Memorandum/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Reviewing and monitoring the auditor's independence and

performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of our Company with related parties subject to manner prescribed under the Companies Act, 2013;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors;

18. to review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee;

21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision and monitoring the end use of funds raised through public offers and related matters;

22. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases;

23. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board;

24. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., of the Company and its shareholders

25. To investigate any other matters referred to by the Board of Directors.

Review of Information by the Audit Committee:

The audit committee shall mandatorily review the following information:

1. Management Discussion and Analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses;

5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee;

6. Statement of deviations:

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

7. review and monitor the auditor's independence and performance, and effectiveness of audit process;

8. examination of the financial statement and the auditors' report thereon;

9. approval or any subsequent modification of transactions of the company with related parties;

10. scrutiny of inter-corporate loans and investments;

11. valuation of undertakings or assets of the company, wherever it is necessary;

12. evaluation of internal financial controls and risk management systems;

13. Monitoring the end use of funds raised through public offers and related matters;

14. Any other matters as prescribed by law from time to time.

Powers of Audit Committee:

The Committee -

1. May call for comments of auditors about internal control system, scope of audit, including observations of auditors and review of financial statement before their submission to board;

2. May discuss any related issues with internal and statutory auditors and management of the Company;

3. To investigate into any matter in relation to above items or referred to it by Board;

4. To obtain legal or professional advice from external sources and have full access to information contained in the records of the Company;

5. To seek information from any employee;

6. To secure attendance of outsiders with relevant expertise, if it considers necessary;

7. To have full access to information contained in the records of the company;

Any other power as may be delegated to the Committee by way of operation of law.

Vigil Mechanism

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 company's 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 https://www.katariaindustries.co.in/wp-content/uploads/2024/03/11 .Vigil_Mechanism_Whistle_Blower_Policy _for_Directors_and_Employees.pdf.

Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, the Nomination and Remuneration Committee met four (4) times viz; December 26, 2023; February 01, 2024; February 17, 2024 and March 05, 2024.

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

The terms reference of Nomination and Remuneration Committee are

briefed hereunder;

Terms of reference

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

3. formulation of criteria for evaluation of performance of independent directors and the board of directors;

4. devising a policy on diversity of board of directors;

5. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

6. To extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. Determine whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

8. Recommend to the board, all remuneration, in whatever form, payable to senior management.

9. Recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company.

10. Recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits;

11. performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;

12. engaging the services of any consultant/professional or other agency for the purpose of recommending compensation structure/policy;

13. Analyzing, monitoring and reviewing various human resource and compensation matters;

14. reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

15. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including;

a. The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or

b. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended;

16. Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, Companies Act, each as amended or other applicable law.

Nomination and Remuneration Policy

The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the Policy are:

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel

^ The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment.

^ A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

^ In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

B. Policy on remuneration of Director, key managerial personnel and senior management personnel

The Company remuneration policy is driven by the success and performance of the Director, kMp and Senior Management Personnel vis-a-vis the Company. The Company philosophy is to align them and provide adequate compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.katariaindustries.co.in/wp-

content/uploads/2024/03/6.Nomination_and_Remuneration_Policy.pdf.

Performance Evaluation

Criteria on which the performance of the Independent Directors shall be evaluated are placed on the website of the Company and may be accesses at link https://www.katariaindustries.co.in/wp-content/uploads/2024/03/7.Policy_on_Evaluation_of_Board_and_Inde pendent_Directors.pdf.

Remuneration of Directors

The Company has not entered into any pecuniary relationship or transactions with Non-Executive Directors of the Company except payment of Sitting Fees for attending the Meetings.

Further, criteria for making payment, if any, to non-executive directors are provided under the Nomination and Remuneration Policy of the Company which is hosted on the website of the Company viz; https://www.katariaindustries.co.in/wp-

content/uploads/2024/03/6.Nomination_and_Remuneration_Policy.pdf.

During the year under review, the Company has paid remuneration /sitting fees to Directors of the Company, details of which are as under:

(INR in Lakh)

The Company has constituted Stakeholder's Grievance & Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 mainly to focus on the redressal of Shareholders' / Investors' Grievances, if any, like Transfer / Transmission / Demat of Shares;

Demat / Remat of Securities; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholders Relationship Committee met One (1) times viz March 05, 2024.

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

The Company Secretary and Compliance officer of the Company

provides secretarial support to the Committee.

Role of Stakeholders Relationship Committee:

The role of the committee shall inter-alia include the following:

1. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

5. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the company.

6. Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification / amendment or modification as may be applicable.

Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee (“the CSR Committee”) with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be spent towards Corporate Social Responsibility. The terms of reference of the Committee inter alia comprises of the following:

^ To review, formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by the Company specified in Schedule VII of the Companies Act, 2013 and Rules made thereunder;

^ To provide guidance on various CSR activities and recommend the amount of expenditure to be incurred on the activities;

^ To monitor the CSR Policy from time to time and may seek outside agency advice, if necessary.

During the year under review, amount to be spent by a company under sub-section (5) of section 135 of the Companies Act 2013 was not exceeding fifty lakh rupees. Accordingly, the function of Corporate Social Responsibility Committee provided under that section was discharged by the Board of Directors of the company during the period from April 01,2023 to December 22, 2023. However, on December 22,

2023, the Board has constituted the Corporate Social Responsibility Committee.

During the year under review, Corporate Social Responsibility Committee met Two (2) times viz December 26, 2023 and March 27,

2024. The meetings were held to review and approve the expenditure incurred by the Company towards CSR activities.

The Composition of the Corporate Social Responsibility Committee as on March 31,2024 is as under:

The CSR Policy may be accessed at the web link https://www.katariaindustries.co.in/wp-

content/uploads/2024/03/19.Corporate_Social_Responsibility.pdf. The Annual Report on CSR activities in prescribed format is annexed as an Annexure - A.

Public Deposits

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Details of Subsidiaries/ Associates/ Joint Ventures

The Company does not have any Subsidiary, Joint venture or Associate Company.

Sexual Harassment of Women at Workplace

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of Sexual Harassment and we are complaint with the law of the land where we operate.

During the year under review, there were no incidences of sexual harassment reported.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached and forms part of this Directors Report.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

Web Link of Annual Return

The Annual Return for the financial year 2023-24 is uploaded on the website of the Company and the same is available at https://www.katariaindustries.co.in/investors/annual-reports/.

Contracts and Arrangements with Related Parties

All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Company's financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

The policy on Related Party Transactions as approved by the Board is available on website of the company at https://www.katariaindustries.co.in/wp-

content/uploads/2024/03/10.Policy_on_Related_Party_Transactions.p

df.

Material changes and commitment affecting financial position of the Company

There have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report, there are no material changes and commitments, affecting the financial position of the Company, have occurred between the end of financial year of the Company i.e. March 31,2024 to the date of this Report.

Particular of Employees

The ratio of the remuneration of each executive director to the median of employees' remuneration as per 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 annexed to this Report as Annexure - B.

Internal Financial Control

The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The Company also ensures that internal controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time to have an internal control system in place.

Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Maintenance of Cost Records

The maintenance of cost records and its audit as specified by the Central Government under section 148(1) of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained by the Company and the Company has appointed M/s. Ritu & Co., Cost Accountant, (Firm Registration No. 001805) as Cost Auditor for the financial year 2023-24 who is auditing such accounts and records.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure - C.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. P.D. Nagar & Co., Chartered Accountant, Indore (MP), (FRN: 00123C), were appointed as Statutory Auditors of the Company to hold office till conclusion of the 20^th Annual General Meeting (AGM) of the company to be held in the calendar year 2024 whose period of office would expire on the conclusion of ensuing 20^th Annual General Meeting.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.

In terms of provision of Section 139(2) of the Companies Act, 2013, no listed company or a company belonging to such class or classes of companies as may be prescribed, shall appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Therefore, the board of directors hereby recommends an appointment of M/s. Ashok Kumar Agrawal & Associates, Chartered Accountant, Indore (MP), (FRN: 022522C) as statutory auditor of the company from the conclusion of ensuing AGM till the conclusion of 25^th AGM to be held for the financial year 2028-29 at such remuneration and at such terms & conditions as may be agreed upon by them. Further, the company has received a consent and eligibility certificate under section 139 of Companies Act, 2013 from the said auditor to the effect that, if they are re-appointed, it would be in accordance with the provisions of section 139 of Companies Act, 2013. Therefore, the board of directors, based on the recommendation of an audit committee, recommends an appointment of M/s. Ashok Kumar Agrawal & Associates, Chartered Accountant, Indore (MP), (FRN: 022522C) as statutory auditor of the company for term of five consecutive years commencing from the conclusion of 20^th Annual General Meeting till the conclusion of 25^th Annual General Meeting.

Internal Auditors

The Board of Directors of the Company has appointed M/s. M K Kataria & Co., Chartered Accountants, (FRN: 014644C), as an Internal Auditors to conduct Internal Audit of the Company and the Internal Auditors have presented the observations to the Audit Committee at their meeting held quarterly basis.

Secretarial Auditor

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 M/s. Alap & Co. LLP (LLPiN: ACA-1561), Practicing Company Secretaries, Ahmedabad, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure - D.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Details of the Designated Officer

Ms. Priyanka Jitendrakumar Bakhtyarpuri, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Insurance

The assets of your Company have been adequately insured.

Corporate Governance

Your Company strives to incorporate the appropriate standards for corporate governance. The Company has been listed on SME Emerge Platform of NSE and pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report. Although few of the information are provided in this report of Directors under relevant heading.

Compliance with the provisions of SS 1 and SS 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly complied by your Company.

Proceedings initiated/pending against your company under the Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

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 loans taken from banks and financial institution.

Website

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely “https://www.katariaindustries.co.in/” containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions occur on these items during the year under review;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and company's operations in future;

Information on subsidiary, associate and joint venture companies.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Registered office: By order of the Board of Directors

34-38 and 44, Industrial Area, Ratlam, For, Kataria Industries Limited

Madhya Pradesh, India, 457001 CIN: U27300MP2004PLC029530

Arun Kataria Anoop Kataria

Place: Ratlam Managing Director CFO & Whole-Time Director

Date: September 05, 2024 DIN 00088999 DIN 06527758