To

The Members

Kotia Enterprises Limited

Your Directors have pleasure in presenting the 44^th Annual Report together with Audited Financial Statement of your Company for the year ended 31st March 2024.

The Company's financial performances for the year under review along with previous year's figure are given hereunder:

( in ‘00')

The Company is operating in construction and civil works traditionally and also in trading activities. The Company always leads in providing construction and civil work solutions in the Indian market. Moreover, the Company is hoping to achieve more growth in the upcoming financial years.

DIVIDEND AND RESERVES

Considering the current market scenario of the Company, your Directors do not recommend any dividend and have not transferred any amount to Reserve for the financial year ended 31^st March, 2024.

The company carrying the same business as it is carrying out in the preceding financial years.

During the year under review, there has been no change in the capital structure of the company.

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relates and the date of the approval of the Directors Report.

The Company has received from its Independent Directors the necessary declaration that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

During the financial year 2023-24, 6 meetings of the Board of Directors of the Company were held on the following dates:

30^th May 2023, 08^th August 2023, 28^th August 2023, 10^th November 2023, 18^th December 2023 and 12^th February, 2024.

The gap between two consecutive Board Meetings did not exceed 120 days.

Number of meetings attended by the Board of Directors:

The Board of Directors of the Company has constituted the following committees.

The terms of reference of the Audit Committee is as specified in Section 177 of the Companies Act, 2013. During the financial year 2023-2024, 5 meetings of the Audit Committee were held on the following dates:

30^th May, 2023, 08^th August 2023, 28^th August 2023, 10^th November 2023 and 12^TH February, 2024.

The composition and number of meetings attended by the members of the Audit Committee is as follows:

The terms of reference of the Nomination and Remuneration Committee is as specified in Section 178 of the Companies Act, 2013. During the financial year 2023-2024, 1 meeting of the Nomination and Remuneration Committee was held on 28.08.2023.

The composition and number of meetings attended by the members of the Nomination and Remuneration Committee is as follows:

The Nomination and Remuneration Policy of the Company has been formulated in accordance with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Nomination and Remuneration Policy of the Company has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of the Company. This policy specifies the criteria for the payment of equitable remuneration to the Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company.

The Nomination and Remuneration Policy of the Company has been disclosed on the website of Company and the web link thereto is https://www.kotiaenterprises.com/policies.php

The terms of reference of the Stakeholders Relationship Committee is as specified in Section 178 of the Companies Act, 2013. During the financial year 2023-2024, 1 meetings of the Stakeholders Relationship Committee were held on 30.08.2023.

The composition and number of meetings attended by the members of Stakeholders'

Relationship Committee is as follows:

As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to the Company.

The shares of the Company are listed in BSE and MSEI. Applicable listing fees have been paid up to date. The shares of the Company have not been suspended from trading at any time during the year by the concerned stock exchange.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors would like to state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The company has in place adequate internal financial controls with reference to the financial statements. During the financial year ended March 31, 2024, such controls were tested and no reportable material weakness was identified.

The Company's internal control systems are well developed and are adequate to ensure efficiency in operations, compliance with applicable statutes, policies as well as procedures and reliability and integrity of financial and operational information. The Company has constituted an Audit Committee for the guidance and proper control of the affairs of the Company.

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

DEPOSIT

During the Financial Year 2023-2024, your company has not invited or accepted any deposits from the public and as such, no amount on account of principal or interest on public was outstanding as on the date of the Balance Sheet.

During the financial year ended March 31, 2024, the Company has neither given any loan or guarantee nor provided any security or made any investment under Section 186 of the Companies Act, 2013.

All related party transactions that were entered into during the financial year ended March 31, 2024 were on an arm's length basis and were in the ordinary course of business. Further, there were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

The details are given in Annexure "I" in Form AOC-2 forms part of this report.

The Company does not meet the criteria laid down in Section 135 of the Companies Act, 2013 and hence the said provisions are not applicable to the Company.

Company has limited scope for undertaking energy conservation exercises, but nevertheless continues to emphasize work practices that result in conservation of energy. At the offices of your Company, special emphasis is placed on installation of energy-efficient lighting devices, use of natural light as best as possible, and adoption of effective procedures for conservation of electricity, water, paper and other materials that consume natural resources.

Company did not absorb any new Technology during the financial year.

There was no foreign exchange inflow or Outflow during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

Pursuant to the provisions of Section 134(3) and 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on 31st March, 2024 is uploaded on the website of the company i.e. www.kotiaenterprises.com

The link for annual return as follows: http://www.kotiaenterprises.com/notice-for-shareholders.php

The Company treats its "Human Resource" as one of its most important assets and has taken continuous efforts to set up and maintain an efficient work force.

M/s Ajay Rattan & Co., Chartered Accountants (FRN: 012063N) have been appointed as Statutory Auditors of the Company for a consecutive term of five years from the conclusion of 41^st Annual General Meeting ("AGM") of the company held on 22^nd September, 2021 till the conclusion of the AGM of the Company to be held in the year 2026. They have confirmed their eligibility for the FY 2023-2024 under section 141 of the Companies Act, 2013 and the rules framed thereunder.

Further, the Auditors have given an unqualified opinion on the financial of the Company for the financial year ended 31st March, 2024; therefore, response of the Board of Directors is not required.

b) 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 had appointed M/s Amit H.V. & Associates, Practicing Company Secretary (C.P. No. 21725) as Secretarial Auditor for the financial year 2023-2024, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report in the Form MR-3 has been enclosed with this Report as "Annexure II". c) Internal Auditor

The Company had appointed M/s ASPA & Co., Chartered Accountant as Internal Auditors of the Company for the financial year 2023-24, to undertake the internal Audit of the Company.

The Statutory Auditors have not made any qualification, reservation, adverse remark or disclaimer in their Report.

The Statutory Auditors of the Company have not reported any instances of fraud to the Board of Directors during the financial year ended March 31, 2024.

The company is not required to maintain Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

The Company is conscious of the importance of Safety & Health of the employees has always assumed the highest importance in your company. The management is committed to ensure zero harm to its employees and to all persons within the Company premises. Safety and occupational health responsibilities are integral to the Company's business processes, as spelt out in the Company's Safety, Health and Environment Policies and Procedure.

At the end of the financial year 2023-24, following below persons comes under the Board of Directors of the Company:

*During the financial year 2023-24, the Company has appointed Ms. Anupma Kashyap as Independent Director of Company with effect from 12^th February, 2024. Ms. Shobha Rustagi resigned on 24^th January, 2024.

During the financial year 2023-24, the Company has appointed Mr. Kush Mishra as Company Secretary of Company with effect from 28^th August, 2023, Ms. Neelan Rani resigned as Company Secretary of Company with effect from 14^th August, 2023, and then Mr. Kush Mishra resigned as Company Secretary of Company with effect from 19^th November, 2023. Later on the Company has appointed Ms. Nupur Jain as Company Secretary of Company with effect from 12^th February, 2024.

In terms of Regulations 34 of the Listing regulations, Management Discussion & Analysis Report as stipulated in Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.

The Company has complied with the applicable Secretarial Standards during the financial year ended March 31, 2024.

The Company is committed to provide a safe and conducive work environment to its employees. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint regarding sexual harassment during the financial year ended March 31, 2024.

The Company in accordance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 has established a Vigil Mechanism / Whistle Blower Policy for directors and employees of the Company to report their genuine concerns or grievances. The vigil mechanism provides for adequate safeguards against victimization of directors, employees or any other person who avails the mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The Company hereby affirms that no personnel have been denied access to the Chairman of the Audit Committee and that no complaints were received during the financial year.

The Company has complied with all the mandatory SEBI Listing Regulations. Secretarial Audit Report is enclosed as Annexure "II", Management Discussion and Analysis Report is enclosed as Annexure "III" and Auditor's Report and Balance Sheet is enclosed as Annexure "IV" to this report

Pursuant to the provisions of the Section 134, 178 and Sch. IV of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has made a formal annual evaluation of its own performance and that of its individual directors and committees.

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year: Not Applicable, as no remuneration was paid to any Director during the financial year under review.

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: Not Applicable as the Company has not paid any remuneration to Directors during the financial year under review. Further, there is no increase in the remuneration of CFO and Company Secretary and Compliance officer of the Company during the year.

c) The percentage increase in the median remuneration of employees in the financial year: Not Applicable

d) The number of permanent employees on the rolls of company: 5

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

f) the key parameters for any variable component of remuneration availed by the directors: Nil

g) Affirmation that the remuneration is as per the remuneration policy of the company: It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

Your directors wish to place on record their appreciation for the dedication, commitment and contribution of all stakeholders and employees of your Company.