Kachchh Minerals Ltd

To,

The Members

Kachchh Minerals Limited ("the Company")

Your directors have pleasure in presenting the 43^rd Report together with the Audited Financial Statements for the period ended on March 31, 2024.

(Amount in Thousands)

Note: Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:

The Company is engaged in the business of Minerals Industry by catering to mineral processing segment through extraction of various types of Silicas and China clay, Mineral raw material etc. These minerals are sometime sold as raw material and/or sold after processing as per requirement of customers.

The Company has recorded a total income of Rs. 261.29 lakhs as against Rs. 61.81 lakhs in the previous year. During the year under review, the Company has earned a Profit of Rs. 61.71 lakhs as compared to previous year Loss of Rs. 9.47 lakhs. There are no material changes and commitments affecting the financial position of your Company. Further, the Audited Standalone Financial Statements of the Company for the year ended March 31, 2024 have been prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions of sections 129 and 133 of Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), which have been reviewed by the Statutory Auditors.

RESERVES:

The Board of Directors has decided to plough back the entire amount of profit in the business. In the year under review, the Company has not transferred any amount to the 'General Reserves'.

DIVIDEND:

Based on the Company's financial performance for the year 2023-24 and in order to conserve cash resources to face the future challenges, the Board of Directors have not recommended any dividend on equity shares for the year ended on March 31,2024.

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 10,00,00,000/- (Rupees Ten Crores Only) that is divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each. Presently, the Paid-up Share Capital of the Company is Rs. 5,21,17,500/- (Rupees Five Crores Twenty-One Lakhs Seventeen Thousand and Five Hundred Only) divided in to 53,00,900 (Fifty-Three Lakhs and Nine Hundred) Equity Shares of Rs. 10/- (Rupees T en Only) each. There were no changes in Share Capital of the Company during the period under review.

PUBLIC DEPOSIT:

Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposit under Section 73 and 74 of the Companies Act, 2013 ("the Act") read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

SUBSIDIARY, ASSOCIATE and JOINT VENTURE COMPANY:

The Company has no subsidiary or associate company. Further, the company has not entered into joint venture.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

Business risk management involves identifying, assessing, and mitigating potential threats and uncertainties that could impact the achievement of the company's objectives and overall performance. Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in this annual report in Management Discussion and Analysis.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company's internal financial controls with reference to the financial statements were adequate and effective during the Financial Year under review. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31,2024 the applicable accounting standard had been followed along with proper explanation relating to material departures.

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision 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 accounts for the financial year ended March 31,2024 on a going concern basis.

e. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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.

CORPORATE GOVERNANCE:

Effective Corporate Governance practices constitute the strong foundation on which successful commercial enterprises are built to last. Our Corporate Governance practices are reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholders value legally, ethically and sustainably.

In terms of Regulation 15 of SEBI Listing Regulation, 2015, compliance relating to Corporate Governance, is not applicable to your Company as the Paid-Up Share Capital is not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 crores on the last day of the previous financial year. Further, the Company has also filed NonApplicability Certificate of Corporate Governance under Regulation 27 of (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the exchange.

a. Composition of Board:

Your Company has a broad-based Board of Directors with composition of Non-Executive, Executive and Independent Directors in compliance with SEBI Listing Regulations, 2015, as well as the Companies Act, 2013. The composition of Board of Directors as on March 31, 2024 is as follows:

b. Number of Board Meetings:

During the financial year ended March 31,2024, seven (7) meetings of the Board of Directors were conducted on May 24, 2023; August 14, 2023; September 05, 2023; November 1,2023; November 6, 2023; December 28, 2023; February 13, 2024. The provisions of the Act and Secretarial Standards were generally adhered to while conducting meetings. All the information required to be furnished to the Board was made available to them along with detailed Agenda notes. The name and the categories of the directors on the Board, their attendance at the board Meeting held during the year and then number of directorship and committee chairmanship/membership held by them in other Companies are given herein below.

**For the purpose of considering the limit of committee memberships and chairmanships of a Director, Audit Committee and Stakeholders Relationship Committee of public limited companies have been considered.

All the Directors have informed the Company periodically about their Directorship and Membership in the Board/Committees of the Board of other companies. None of the Directors hold directorship in more than twenty (20) Indian companies, with no more than ten (10) public limited companies. Further, pursuant to Regulation 17A of the SEBI Listing Regulations, none of the Directors on the Board serves as an independent director in more than seven (7) listed entities and none of the Director who is Executive Director serves as independent director in more than three (3) listed entities. Also, none of the Director acts as a member of more than ten (10) committees or acts as a chairperson of more than five (5) committees (committees being Audit Committee and Stakeholders Relationship Committee) across all Public Limited Companies in which they are Director as per Regulation 26(1) of the SEBI Listing Regulations.

B. DIRECTORS AND KEY MANAGERIAL PERSONNEL'S (KMP's):

The list of Directors and Key Managerial Person of the Company as on March 31, 2024 is as follows:

Post Financial Year;

• Mrs. Ayushi Pathik Maniyar (ACS66644) has resigned from the position of the Company Secretary and Compliance Officer of the Company with effect from April 30, 2024.

• Ms. Yashika Vinay Doshi (ACS74060) has been appointed as the Company Secretary and Compliance Officer of the Company with effect from June 14, 2024.

None of the Directors are disqualified from being appointed as the Director of the Company in terms of Section 164 of the Companies Act, 2013. The Company has received declarations from Independent Directors of the Company stating that they have meet criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

In the opinion of the board, the independent directors possess the requisite expertise and experience and are people of integrity and repute. They fulfill the Conditions specified in the Companies Act, 2013 and the rules made thereunder and are independent of the management.

Further, all the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon ("IICA") as notified by the Central Government under Section 150(1) of the Companies Act, 2013. Your Board confirms that, the independent directors fulfil the conditions prescribed under the SEBI Listing Regulations, 2015 and they are independent of the management.

C. DIRECTOR RETIRING BY ROTATION:

Pursuant to provisions of section 152 of the Act, and in terms of the Memorandum and Articles of Association of the Company, Mr. Bhaveshbhai Haribhai Kanani (DIN: 09282191) Executive Director and Mr. Keshubha Lakhubha Hathal (DIN: 09282278) Non-Executive Non-Independent Directors are liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The re-appointment is being placed for your approval at the AGM. The Members of the Company may wish to refer to the accompanying Notice of the 43^rd AGM of the Company, for a brief profile of the Director.

D. MEETING OF INDEPENDENT DIRECTORS:

A meeting of the Independent Directors was held on February 13, 2024 pursuant to Section 149(8) read with Schedule V to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations, 2015. The terms of reference of the Independent Directors includes various matters in conformity with the statutory guidelines including the following:

1. Review the performance of Non - Independent Directors and the Board as a whole;

2. Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non - Executive Directors;

3. Assess the quality, quantity and timelines of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

E. COMMITTEES OF DIRECTORS:

With a view to have a more focused attention on business and for better governance with accountability, the Board has constituted various committees of directors. Some of the Committees of the Board were reconstituted, renamed and terms of reference were revised to align with the provisions of the Act and SEBI Listing Regulations. The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. The minutes of Committee meetings are tabled at the Board meetings and the Chairperson of each Committee briefs the members of the Board on the important deliberations and decisions of the respective Committees.

I. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI Listing Regulations The terms of reference stipulated by the Board of Directors to the Audit Committee are as contained under Regu l ation 18 read with Part C of Schedule II of the SEBI Listing Regulations and Section 177 of the Act.

• The Committee comprises of three Directors out of which 2/3^rd are Independent Directors and Chairperson of the committee is an Independent Director;

• All members are financially literate and bring i n expertise in the fields of finance, accounting, development, strategy and management;

• None of recommendations made by the Audit Committee were rejected by the Board.

The Audit Committee met on five (5) times during the financial year ended March 31, 2024 on May 24, 2023; August 14, 2023; November 6, 2023; December 28, 2023; and February 13, 2024. The composition of the Audit Committee and attendance of the members in the meeting during the year is as follows:

II. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Act read with Regulation 19 of SEBI Listing Regulations. The terms of reference of the Nomination and Remuneration Committee are as contained under Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations and Section 178 of the Act.

• The Nomination and Remuneration Committee comprises of three directors out of which 2/3^rd are independent directors and Chairperson of the committee is an independent director;

• None of recommendations made by the Committee were rejected by the Board.

During the year under review, the Nomination and Remuneration Committee met two (2) times in the financial year ended March 31, 2024 on September 05, 2023 and November 01,2023.

The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company along with the details of meetings held and attended by the members of the Committee during the financial year ended March 31, 2024:

III. Stakeholders' Relationship Committee:

Company's Stakeholders' Relationship Committee is constituted pursuant to Section 178 (5) of the Act and Regulation 20 of the SEBI Listing Regulations.

• The Committee comprises of four directors out of which two are independent directors. The Chairperson of the Committee is Non-Executive-Independent Director;

• None of recommendations made by the Committee were rejected by the Board.

The Committee periodically reviews the status of shareholders' grievances and redressal of the same. The Committee met four (4) times in the financial year on May 24, 2023; August 14, 2023; November 6, 2023; and February 13, 2024. The necessary quorum was present for all the meetings.

The composition of Stakeholders' Relationship Committee and attendance of the members during the year is as given below.

During the year under review, the Company has received and resolved 1 complaint. No complaints are pending as of the year ended March 31, 2024.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarised with their roles, rights and responsibilities in the company as well as with the nature of industry and business model of the company through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and Regulation 17 of the SEBI Listing Regulations, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board also carried out annual evaluation of the working of its Audit, Nomination and Remuneration as well as Shareholders / Investors Relations and Grievance Committee. The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration committee a Nomination and Remuneration Policy. The policy is available on website of the company at www.kachchhminerals.com. The policy inter-alia covers the Directors' appointment and remuneration, Key Managerial Personnel and other senior management appointment and remuneration. The purpose of the Remuneration Policy is to establish and govern the procedure applicable:

• To evaluate the performance of the members of the Board.

• To ensure remuneration payable to Directors KMP & other senior Management strike appropriate balance and commensurate among others with the functioning of the Company and its long-term objectives.

• To retain motivate and promote talent within the Company and to ensure long term sustainability of the managerial persons and create a competitive advantage.

• To recommend to the board, all remuneration, in whatever form, payable to senior management.

Pecuniary Relationship or Transactions with Non-Executive Directors

During the year, there were no pecuniary relationships or transactions entered into between the Company and any of its Non-Executive / Independent Directors apart from payment of sitting fees and / or commission / perquisites as approved by the members. Non-Executive Directors ("NEDs") are paid remuneration by way of Sitting Fees or Commission, subject to the statutory ceiling.

CODE OF CONDUCT:

The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prevention of Insider Trading in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 ("Insider Trading Regulations"). Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of Insider Trading Regulations.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMPs) / EMPLOYEES:

Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to 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 provided as Annexure-A.

During the year under review, there are no employees who comes within the purview of section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

i. Statutory Auditors:

The Statutory Auditors, M/s. AMAA & Associates, Chartered Accountants, (Firm Registration No. 013066C), were appointed in the 39^th Annual General Meeting held on December 29, 2020 until the conclusion of 44^th Annual General Meeting to be held in the year 2025 i.e. for a term of five consec utive years. However, due to ex piration of their Peer Rev i ew Certificate, the Auditors resigned with effect from Decemb er 28, 2023.

The Statutory Auditors, M/s. Om Prakash S. Chaplot & Co., Chartered Accountants, (FRN: 000127C) were appointed as Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of M/s. AMAA & Associates, Chartered Accountants (Firm Registration No. 013066C) till conclusion of the ensuing Annual General Meeting of the Company. The Board of Directors of the Company on recommendation of the Audit Committee has considered and ap proved the appointment of M/s. Om Prakash S. Chaplot & Co., Chartered Accountants, (FRN: 000127C) as Statutory Auditors for a further period of 5 years subject to the approval of the members at ensuing Annual General Meetin g of the Company. The Company has received the necessary consent and eligibility certificate from them. Accordingly, their appointment is placed at ensuing Annual General Meeting.

There are no observations, reservations or adverse remarks made by the statutory auditors in the audit report. Further, the Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

ii. 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 Board of Directors of the Company, has appointed Ms. Amita Karia, Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report is annexed and detailed in Annexure-B to this report herewith. The qualifications provided in the report are self-explanatory and along with explanation of Board are as follows.

Comments on qualifications in Secretarial Audit Report:

iii. Cost Auditor:

The Company is not required to appoint cost auditor pursuant to provisions of section 148 of the Companies Act, 2013 and rules made thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of energy and technology absorption information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable. The details of Foreign Exchange Earnings and Outgo during the year are as follows:

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTOR AND EMPLOYEES:

A Whistleblower Policy, also known as a Vigil Mechanism, ensures a confidential platform for employees and stakeholders to report concerns about unethical behavior, misconduct, or illegal activities within the organization. It aims to foster a culture of transparency, integrity, and accountability, providing assurances that disclosures will be investigated promptly and impartially without fear of retaliation, thereby safeguarding the interests of all

stakeholders and upholding ethical standards. In compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation, your Company has adopted a Vigil Mechanism /Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Company's Vigil Mechanism/ Whistle Blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Company's Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Company's ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. The Whistle Blower Policy may be accessed on the Company's website at the link www.kachchhminerals.com. No complaints were received during the financial year 2023-24.

RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company, hence details are not required to be given under Form AOC-2. The details of the Related Party Transactions are provided elsewhere in this annual report in the Notes to Accounts to the Financial Statements. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval. Further, the policy on materiality of related party transactions may be accessed on the Company's website at the link www.kachchhminerals.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The provisions of section 186 of the Companies Act, 2013 requiring disclosure in the financial statements giving particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security, if any are forming part of the financial statements.

ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2023-24 shall be available on Company's website at www.kachchhminerals.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations/performance of the Company's various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the Financial Year 2023-24.

WTD/CEO/CFO CERTIFICATION:

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Chief Executive Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.

INDIAN ACCOUNTING STANDARDS (IND AS):

The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the Company has adopted IND AS and the financial statements for the year ended March 31,2024 are prepared in accordance to the same.

SECRETARIAL STANDARDS DISCLOSURE:

The Directors state that 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 followed by the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

GENERAL:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential right as to dividend, voting or otherwise

b. Issue of Shares (Including sweat equity shares) to employees of the Company under any scheme.

c. Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission.

d. No significant or material order was passed by the regulators or courts or tribunals which impact the going concern status and the Company's operation in future.

e. There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report. It is hereby confirmed that there has been no other change in the nature of business of the Company.

f. The Company has zero tolerance for sexual harassment at the workplace. During the year under review, the Company is neither required to adopt policy for prevention of Sexual Harassment of Women at Workplace nor to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

g. The provisions of Corporate Social Responsibility (CSR) are not applicable to your company.

h. The Company has not raised funds through preferential allotment or qualified institutional placement.

i. During the year under review, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the financial year;

j. During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

ACKNOWLEDGEMENT:

Your Board takes this opportunity to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, Bankers, Financial Institutions, Stock Exchange, Regulatory and Government Authorities and other Stakeholders at large for all support rendered during the year under review. We strive to build rewarding relationships with our stakeholders - clients, employees, shareholders, business partners, communities and regulators - for achieving our long-term vision aligned with our stakeholders' interests. The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation. The Directors hereby acknowledge the dedication, loyalty, hard work, cooperation, solidarity and commitment rendered by the employees of the Company and their families during the year.