Kabra Extrusion Technik Ltd

<dhhead>DIRECTORS REPORT</dhhead>

To,

The Members of

Kabra Extrusiontechnik Limited,

Mumbai

Your Directors are pleased to present the Forty first Annual Report together with the Audited Financial Statements for the nancial year ended March 31, 2024.

1. Financial / Operational Performance: ( in Lakhs)

2. Financial Performance

Standalone: During the year under review, the Total Revenue of your Company was 61,465.49 Lakhs as compared to 67,318.11 Lakhs in the previous year. The net profit for the year stood at 3167.39 Lakhs against 3807.57 Lakhs in the previous year.

Consolidated: During the year under review, the Total Revenue of your Company was 61,465.49 Lakhs as compared to 67,318.11 Lakhs in the previous year. The net profit for the year stood at 3381.70 Lakhs against 3749.81 Lakhs in the previous year.

Your Company’s performance has been discussed in detail in the ‘Management Discussion and Analysis Report’. There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the year and date of this report. Further, there has been no change in the nature of business of the Company.

3. Dividend and Transfer to Reserves:

The Board has recommended a final dividend @ 70% i.e. 3.50 per equity share for the financial year ended March 31, 2024 (Previous Year final dividend of 3.50 per equity share i.e.70%) subject to the members’ approval at the ensuing

Annual General Meeting of the Company.

The Board of Directors has approved and adopted a Dividend Distribution Policy in line with Regulations 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Policy is available on the Company’s website at https://www.kolsite.com/pdf/dividend-distribution-policy.pdf The dividend recommended is in accordance with the principles and criteria as set out in the policy.

The Board of Directors has decided to retain the entire amount of pro ts for FY 2023-24 in the pro t and loss account.

4. Change in Share Capital

During the year under review, there was no change in Authorized Share Capital of the Company and same stood at

20,00,00,000 divided into 4,00,00,000 equity shares of 5/- each as on March 31, 2024.

During the year under review, the Company on August 7, 2023 allotted 13,81,730 fully paid-up equity shares of face value of 5/- each of the Company, on a preferential issue basis, upon conversion of 13,81,730 convertible warrants at a price of 329/- each (including premium of 324/-) for each convertible warrant upon receipt in aggregate balance 75% of the issue price.

The Company had received listing approval of NSE and BSE on 7^th September, 2023 and 30^th August, 2023, respectively. The summary of convertible warrants issued and allotted to promoter group and Investors (Non-Promoter Group) along with the details of warrants converted into equity shares is given hereunder:

The paid up share capital of the Company as on March 31, 2024 stood at 17,48,64,180 divided into 3,49,72,836 equity shares of 5/- each

5. Utilization of funds raised through issue of convertible warrants on preferential base :

The Company has raised total funds of 101.02 crore on allotment of equity shares (upon conversion of 30,70,516 warrants into equity at a price of 329/- each including premium of 324/-) per warrants through preferential issue from promoter group and Investors. The Company has utilized 55.81 crore upto 31/03/2024. There were no deviation in the use of proceeds from the object stated.

6. Directors & Key Managerial Personnel: Appointment / Resignation

Mr. Anand Kabra (DIN: 00016010) was re-appointed as the Managing Director of the Company for a period of five (5) years w.e.f August 1, 2023 to July 31, 2028 Mr. Shreevallabh G. Kabra (DIN: 00015415) was re-appointed as Whole Time Director, Designated as Executive Chairman for a period of 5 (five) years w.e.f. April 1, 2024 to March 31, 2029.

Mr. Antony Alapat resigned as Company Secretary of the Company with effect from September 15, 2023. Mrs. Shilpa Rathi was appointed as Company Secretary of the Company with effect from October 26, 2023.

Retirement by Rotation

In accordance with the provision of Section 152 of the Companies Act, 2013 ("the Act") read with rules made thereunder and the Articles of Association of the Company, Mr. Shreevallabh G. Kabra (DIN: 00015415) retires by the rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting (‘AGM").

Details of the Directors proposed to be re-appointed at the ensuing Annual General Meeting, as required by Regulation 36(3) of the SEBI Listing Regulations and SS-2 (Secretarial Standard on General Meetings) are provided at the end of notice convening the 41^st Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are

Declaration from Independent Director

All Independent Directors have furnished respective declaration stating that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors has also confirmed that they have complied with the Company’s Code of Business Conduct and Ethics. There was no change in the Composition of the Board of Directors and Key Managerial Personnel during the year under the review except as stated.

The Board is of the opinion that the Independent Directors of the Company possess requisite skills, quali cations, experience, knowledge and ful l the conditions of independence as speci ed in the said Act, Rules and Regulations. The Non-Executive

Directors of the Company had no pecuniary relationship other than payment of sitting fee for attending meetings of Board of Directors and its Committees.

7. Board Performance Evaluation:

In accordance with the provisions of the Act and the Listing Regulations, the Company has conducted the Annual Performance Evaluation process, evaluating the performance of the Board, the Committee of Board and the individual directors including Chairman.

The Board of Directors has evaluated the performance of Independent Directors during the year 2023-24 and expressed their satisfaction with the evaluation process.

Independent Directors, in their separate meeting reviewed the performance of the Non-Independent Directors and the Board as a whole and also reviewed the performance of the Chairman after taking in account the views of all the Directors. The outcome of this performance evaluation was placed before the meetings of the Nomination and Remuneration Committee and Independent Directors for the consideration of the members. The committee expressed overall satisfaction on the performance of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole.

8. Directors' Responsibility Statement and Internal Financial Control:

Pursuant to Section 134(3) and 134(5) of the Companies Act, 2013, the Directors, to the best of knowledge, con rm that: i. in the preparation of annual accounts for the year ended March 31, 2024, the applicable Accounting Standards have been followed and no material departures had been made from the same; ii. they have selected such accounting policies and applied them consistently, and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of a state of a airs of the Company as at March 31, 2024, and of the pro t of the Company for the said Financial Year; iii. they have taken proper and su cient 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; iv. they have prepared the annual accounts on a 'going concern basis'; v. they have laid down internal nancial controls to be followed by the Company and that such internal nancial controls are adequate and were operating e ectively; and vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating e ectively.

The Board is of opinion that the Company's Internal Financial Controls are commensurate with the nature of its business and the size and complexity of its operations and were e ective during the Financial Year 2023-24 . These are routinely tested by Statutory as well as Internal Auditors and cover all the key business areas. The Audit Committee reviews the adequacy and e ectiveness of internal control systems and monitors the implementation of audit recommendations, including those relating to strengthening the same. The Audit Committee and Statutory Auditors are appraised of the internal audit ndings and corrective actions taken. The Statutory Auditors of the Company have reported on adequacy of internal control in their

Report. The Board of Directors con rm compliance with the Secretarial Standards issued by the Institute of Company

Secretaries of India.

9. Subsidiary / Associate Companies and Consolidated Financial Statements:

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the nancial statements of all subsidiary and associates of the company in the prescribed format is annexed as Annexure-1 to this Report.

The Consolidated Financial Statements of the Company and its subsidiary and associate company, prepared in compliance with the Companies Act, 2013 and applicable Accounting Standards forms a part of this Annual Report. Separate audited

nancial statements of the subsidiaries are available on website of the Company at: https://www.kolsite.com.

The Company funds it subsidiaries, from time to time in ordinary course of business and as per the funding requirements through equity, loan and/or other means to meet working capital requirements. In terms of the Company’s policy on determining "material subsidiary" during the year ended March 31, 2024, no company was determined as material subsidiary The Company has adopted a policy for determining material subsidiaries in terms of Regulation 16(1) (c) of the Listing Regulations, which is uploaded at: https://www.kolsite.com/pdf/material-subsidiary-policy2019.pdf

10. Particulars of Loans, Guarantees or Investments:

Particulars of loans given, investments made, guarantees given and securities are provided as part of financial statement. For details, please refer to Note of the Standalone Financial Statements of the Company.

11. Public Deposits:

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest was outstanding as on the date of the Balance Sheet.

12. Related Party Transactions:

All Related Party Transactions that were entered into during the Financial Year under review were on an arm's length basis, in the ordinary course of business. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying nature, value, terms and conditions of the transactions. The details of the transactions with Related Parties are provided in the accompanying Financial Statements. There were no material transaction of the Company with any of its related parties, hence the disclosure under section 134(3)(h) of the Act in AOC-2 is not applicable. The Company has adopted a Policy on materiality of Related Party Transactions and dealing with the same, as approved by the Board of Directors. It is uploaded on the Company's website at: https://www.kolsite.com/pdf/related-party-transactions-policy.pdf

13. Risk Management:

The Company in accordance with the provisions of the Act has adopted a Risk Management Policy. The Company has identified the risks impacting the business and formulated policies for mitigation of risks.

The Company has constituted a risk management committee under the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this report.

For the key business risks identified by the Company, please refer to the Management Discussion and Analysis annexed to this Report.

14. Signi cant and material orders:

No Signi cant Material Orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

15. Corporate Governance:

The Company has put in place governance practice and has complied with the Corporate Governance requirements as per the SEBI Listing Regulations.

A separate report on Corporate Governance as stipulated under SEBI Listing Regulations along with a Certificate of Compliance from the Statutory Auditors, forms part of this Annual Report.

16. Board and Committee

During the year, the Board met 4 (four) times, as detailed in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations and relevant relaxation granted from time to time.

During the year under review, the Board has accepted the recommendation of the Audit Committee. Details of all the Committees of the Board has been given in the Corporate Governance Report.

17. Credit Rating

Details of Credit Ratings obtained by the Company have been given in the Corporate Governance report, which forms part of integrated report.

18. Management Discussion and Analysis:

In terms of SEBI Listing Regulations, the Management Discussion and Analysis Report is appended to this Annual Report.

19. Measures for prevention of sexual harassment at work place:

The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment.

There was no compliant of sexual harassment received during the year under review.

20. Auditors and their Report Statutory Auditors

M/s. A.G. Ogale & Co., Chartered Accountants (FRN:114115W), were appointed as Statutory Auditors of the Company, in the AGM held on July 31, 2019 for a term of 5 (five) consecutive years till the conclusion of the 41^st Annual General Meeting to be held in the year 2024. They have completed the term of 5 years as Statutory Auditors of the Company, hence it is proposed, to the members for their approval, to appoint M/s. Kirtane & Pandit LLP, Chartered Accountants (Registration No. 105215W/W100057), as Statutory Auditors of the Company for a period of 5 (five) years, to hold office from the forthcoming AGM till the AGM to be held in the year 2029.

Accordingly, an item for appointment of M/s. Kirtane & Pandit LLP as the Statutory Auditors of the Company is being placed at the ensuing AGM for approval of the members. Information about the proposed appointment of Statutory Auditor is given in the notice of AGM, which forms part of this Annual Report. The Board recommends their appointment.

The notes on the financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. There is no audit quali cation, reservation or adverse remark in their Report for the year under review. During the year, the Statutory Auditors have not reported any instances of fraud committed against the Company by its o cers or employees under Section 143(12) of the Act, the details of which would need to be mentioned under Section 134(3)(ca) of the Companies Act, 2013.

Cost Auditors:

M/s. Urvashi Kamal Mehta & Co., Cost Auditors, have conducted audit of Cost Accounting Records in respect of the Financial

Year 2023-24 and report thereon shall be nalized and led as statutorily provided. The Board on recommendation of the

Audit Committee has re-appointed M/s. Urvashi Kamal Mehta & Co., Cost Auditors for the FY 24-25. At a remuneration of

1,32,000 (Rupees One Lakh thirty two thousand only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the shareholders at the 41^st Annual General Meeting. The Company has maintained cost records as specified under section 148(1) of the Companies Act, 2013.

Secretarial Auditors and their Report:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Bhandari & Associates, a rm of

Company Secretaries in practice to undertake the audit of secretarial and related records for the Financial Year 2023-24. Their Report together with Secretarial Compliance Report pursuant to SEBI Listing Regulations are annexed as Annexure-2 to this Report. There is no other qualification, reservation or adverse remark in their report.

21. Corporate Social Responsibility (CSR):

The Board has constituted a Corporate Social Responsibility Committee, headed by Mr. Shreevallabh Kabra as Chairman, as detailed in the Corporate Governance Report forming part of the Annual Report. The CSR Policy adopted in compliance with the provisions of Section 135 of the Companies Act, 2013 is uploaded on the Company's website at: https://www.kolsite. com/pdf/csr-policy.pdf During the year, the programmes/ initiatives / projects are taken up in line with the schedule VII of the Companies Act, 2013, which are duly incorporated in CSR Policy and forms the guiding principle for all our initiatives.

The annual report on CSR activities is annexed to this report as Annexure-3

22. 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 as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure-4.

23. Policy on Director's appointment and remuneration:

The policy on Directors’ appointment and remuneration including determination of the qualification, independence of Directors and other matters provided under Section 178(3) of the Companies Act, 2013 forms part of the Remuneration Policy of the Company. A gist of the policy is available in the Corporate Governance Report. This policy is available on the Company’s website and can be accessed at https://www.kolsite.com/pdf/remuneration-policy.pdf

It is a rmed that the remuneration paid to the directors is as per the terms set out in the Remuneration Policy of the

Company.

24. Vigil Mechanism & Whistle Blower Policy:

The Company has framed a policy on Vigil Mechanism-Whistle Blower, enabling all the employees and other stakeholders of the Company to report any matter/activity on account of which the interest of the Company may be adversely a ected, as a Protected Disclosure. This Policy has been placed on the Company's website at: https://www.kolsite.com/pdf/vigil-mechanism-whistle-blower-policy.pdf No complaint has been received during the year under review.

25. Particulars of employees and remuneration:

Disclosures with respect to the remuneration of directors and employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Annual Report as "Annexure 5".

Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule 5(2) &5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. As per the provisions of Section 136 of the Act, the reports and Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Secretarial Department at the registered office of the Company.

26. Annual Return:

The Annual Return in Form No. MGT-7 has been placed on the Company's website at https://www.kolsite.com/annual-general-meeting.php

27. Business Responsibility and Sustainability Report (BRSR):

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the BRSR initiatives taken from the environmental, social and governance perspective in the prescribed format is available at website https://www.kolsite.com/brsr.php

28. Transfers to the Investor Education and Protection Fund

Transfer of unclaimed/unpaid amount to the Investor Education and Protection Fund has been covered in the Corporate Governance Report forming part of the Annual Report

29. Secretarial Standard

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

30. Other Disclosures:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with their status at the end of the financial year is not applicable; and the requirement to disclose the details of the difference between the amount of the valuation done at the time of onetime settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

31. Acknowledgement:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and cooperation received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review.