Kaka Industries Ltd

To,

The Members,

KAKA INDUSTRIES LIMITED

The Directors of your company have pleasure in presenting their 05th Board's Report based on the audited financial statements of the company for the year ended on ended March 31st, 2024.

1. Financial Results

The highlights of the financial results for the financial year 2023-24 are as under:

2. Dividend

For the year under review, your director does not recommend any dividend on the equity shares of the Company to conserve the funds for the company's future expansion.

3. Brief description of the Company's working during the year

During the year under review, revenue from operations of the Company has increased to Rs. 17021.63 Lakhs as against Rs. 15393.47 Lakhs in the previous year. The Profit After Tax for the year stood at Rs. 1299.74 Lakhs as compared to profit of Rs. 720.39 Lakhs in the previous year.

4. State of Company's Affairs

The company is engaged in the business of

Manufacturing of PVC profile and products thereof. Compounding is the process of melt blending with other additives and changes the characteristics of Plastic. Following major events occurred during the year: A. The Company has completed Initial Public Offer (IPO) and equity shares of the Company were listed on BSE Limited on July 19th, 2023. B. The Company has announced a pivotal move into two burgeoning markets with the initiation of Pre-Engineered Building (PEB) manufacturing and High-Volume Low Speed (HVLS) Fan assembly. This strategic expansion underscores KAKA Industries' commitment to innovation, market responsiveness, and consolidating related businesses under one roof.

C. The Company has commenced its plant at Village Lasundra, Tehsil Kathlal, District Kheda, Gujarat represents Phase 1 of Kaka Industries Limited's ambitious expansion initiative. With an impressive initial production capacity of approximately 13,000 metric tons per annum for polymer compounding, this facility is poised to emerge as an epitome of excellence within the polymer industry. D. The Company has installed state-of-the-art 1300 KW solar power plant at its new factory, situated at Village Lasundra, Tehsil Kathlal, District Kheda, Gujarat.

Beside above, there has been no change in the business of the Company during the financial year ended March 31st, 2024

5. Initial Public Offer of Equity Shares

Your Directors are pleased to inform you that, the Company has completed its Initial Public Offer ("IPO") of 36,60,000 equity shares of face value of 10 each at an issue price of Rs. 58 aggregating to Rs. 21,22,80,000/-.

The Offer was made pursuant to Regulation 6(1) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The equity shares of the Company were listed on BSE Limited on July 19, 2023.

The Company has completely utilized its proceeds of Initial Public Offer as per the Object of the issue as mentioned in Prospectus.

6. Transfer to reserves

For the financial year ended March 31st, 2024, the Company had not transferred any sum to General Reserve Account. Therefore, your Company remained the balance of profit to Profit & Loss Accounts of the Company on March 31st, 2024.

7. Quality initiative

The Company continues to sustain its commitment to the highest levels of quality, superior services management and mature business continuity management. Our customer-centricity, process rigor, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.

8. Shares capital I. Authorized Capital:

During the year under review, the Authorized Share Capital of the Company remained Rs. 14,00,00,000/-

(Rupees Fourteen Crore only) divided into 1,40,00,000 (One Crore Forty Lakhs only) Equity Shares of face value Rs. 10/- each ranking pari-passu in all respect with the existing Equity Shares of the Company.

II. Issued, subscribed and paid-up share capital:

During the year under review, the issued, subscribed and paid-up share capital of the Company has been increased from Rs. 10,00,00,000/- (Rupees Ten Crore only) divided into 1,00,00,000 (One Crore) Equity Shares of face value Rs. 10/- each to Rs. 13,66,00,000/- (Rupees Thirteen Crore Sixty-Six Lacs only) divided into 1,36,60,000 (One Crore Thirty-Six Lakhs Sixty Thousand only) Equity Shares of face value Rs. 10/- each and the changes accrued due to the Initial Public Offer (IPO).

9. Deposit from public

The Company has neither accepted nor renewed any deposits covered under section 73 to 76 of the Companies Act, 2013 during the year under review.

10. Particulars of Loans, Guarantee or Investments

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Companies Act, 2013, and LODR Regulations, are provided in the financial statements.

11. Subsidiary / Associate / Joint Venture companies

During The year under review Shri Rang Energy, partnership firm, ceased to be Joint venture w.e.f April 01st, 2023. Other than mentioned above during the year under review, no company/body corporate/any other entity have became or ceased to be the subsidiary Joint Ventures or Associate Companies.

12. Change in the nature of business

The Company has inserted clause 2 after Clause III (A) (1) of Main Object Clause of the Memorandum of Association of the Company vide passing Special Resolution via Postal Ballot dated March 09th, 2024 as under: "To carry on the business as manufacturers, jobwork, producers, makers, converters, traders, importers, exporters, buyers, sellers, retailers, wholesalers, suppliers, stockists, agents, subagents, merchants, distributors, or otherwise to deal of HVLS Fans (High Voltage Low-Speed Fans), Pre Engineered Building, fabrication, Stone Plastic Composite Flooring, Aluminium Furniture, Plastic Compounding, and all kinds of allied products thereof and PVC related Products, or services related to or ancillary to the aforementioned business activities."

Further the Company has altered the Articles of Association by deleting the word "common seal" in relevant clauses of Articles of Association.

13. Material changes and commitments affecting the financial position of the company .

a) The Company had completed its Initial Public Offer (IPO) and alloted fresh issue of 36,60,000 equity shares of face value of Rs. 10 each.

b) The Company has announced a pivotal move into two burgeoning markets with the initiation of Pre-Engineered Building (PEB) manufacturing and High-Volume Low Speed (HVLS) Fan assembly. This strategic expansion underscores KAKA Industries' commitment to innovation, market responsiveness, and consolidating related businesses under one roof.

c) The Company has commenced its plant at Village Lasundra, Tehsil Kathlal, District Kheda, Gujarat represents Phase 1 of Kaka Industries Limited's ambitious expansion initiative. With an impressive initial production capacity of approximately 13,000 metric tons per annum for polymer compounding, this facility is poised to emerge as an epitome of excellence within the polymer industry.

d) The Company has installed state-of-the-art 1300 KW solar power plant at its new factory, situated at Village Lasundra, Tehsil Kathlal, District Kheda, Gujarat.

Besides above there have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

14. Details of significant and material orders passed by the regulators, courts and tribunals

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company's operations in future.

15. Internal Control and their adequacy

The Company has a well-established internal control system. The Company strives to maintain a dynamic system of internal controls over financial reporting to ensure reliable financial record-keeping, transparent financial reporting and disclosure and protection of physical and intellectual property.

16. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, are enclosed as Annexure -I to the Board's report.

The Board of the Company comprises of following Directors and Key Managerial Personnel:

I. Mr. Rajesh Dhirubhai Gondaliya (DIN: 03454540), retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment as per the provisions of the section 148 & 152 Companies Act, 2013. The resolutions seeking shareholders' approval for their re-appointments forms part of the Notice.

II. Appointment of Mr. Jaimish Govindbhai Patel (DIN:09647742) an independent director of the Company w.e.f. May 05th ,2023;

III. Resignation of Mr. Ushakant Naranbhai Patel (DIN: 10053093) from the position of Independent Director of the Company w.e.f. May 05th ,2023. The Board places on record the appreciation for services during his tenure as a director of the Company; IV. Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination & Remuneration Committees from time to time.

V. Nomination and Remuneration Policy:

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of The Companies act, 2013 and SEBI (LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the Company and to harmonise the aspiration of human resources consistent with the goals of the Company. The Remuneration Policy has been updated on the website of the Company at: https://www. kakaprofile.com/wp-content/uploads/2023/04/ Nomination-and-Remuneration-Policy.pdf

VI. Particulars of Employees:

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate "Annexure-II" forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Apart from the above, no changes occurred in the Directorship of the company.

18. Declaration by independent directors

All Independent Directors have given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.

19. Board Meetings and participation of directors thereat

• During the financial year 2023-24, 34(Thirty-Four) Board Meetings were held. The interval between any two meetings was well within the maximum allowed gap of 120 days.

• The attendance of each of the Directors at the meeting of the Board Meeting during the year under review is as under:

• Further, The Board, as on March 31st, 2024, had four committee namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility (CSR) Committee.

The details of composition, meetings and attendance as under:

• During the financial year 2023-24, 12(Twelve) Audit Committee Meetings were held.

• During the financial year 2023-24, 1 (One) Nomination and Remuneration Committee Meetings were held.

• During the financial year 2023-24, 1 (One) Stakeholder Relationship Committee Meetings were held.

• During the financial year 2023-24, 1 (One) Corporate Social Responsibility Committee Meetings were held.

• During the year, the Company has conducted following General Meeting

20. Constitution of Audit and Nomination and Remuneration Committee: Audit Committee:

Our Company has re-constituted Audit Committee on May 8th, 2023 as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) Rules, 2014 and Regulation 18 of SEBI Listing Regulations. As on March 31st, 2024, The Audit Committee comprised of:

21. Nomination and Remuneration Committee:

Our Company has re-constituted Nomination and Remuneration Committee on May 8th, 2023 as per applicable provisions of the Schedule V and other applicable provisions of the Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 19 of SEBI Listing Regulations. As on March 31st, 2024, The Nomination and Remuneration Committee comprised of:

22. Stakeholders Relationship Committee:

Our Company has re-constituted Stakeholders Relationship Committee on May 8th, 2023 as per the applicable provisions of the Section 178(5) of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 20 of SEBI Listing Regulations.

As on March 31st, 2024, the Stakeholders Relationship Committee comprised of:

23. Industrial Relations

The Company has adequate skilled & trained workforce for its various areas of operations and the skills up gradation of which is being done on continuous basis for improving the plant operations and quality process. The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable Industrial and Labour laws/ rules.

24. Policy Relating to Directors Appointment and Remuneration

The Company has made disclosure Policy for appointment and remuneration of directors and other matters referred to in Section 178(3) of the Act with rule 6 of the Companies Meeting of Board and its power), Rules, 2014 and the details of the same as provided in company's web site https:// kakaprofile.com/investors/company-policies/

25. Director Remuneration

During the year the Company has paid remuneration and Sitting fees to its Directors as more particularly described in notes to accounts of Audited Financial Statement.

26. Directors Responsibility Statement

To the best of the knowledge and belief of the Directors of the Company and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013.

(a) In the preparation of the annual accounts for the year ended March 31st, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

(b) The Directors' have selected such accounting policies, 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 as at March 31st, 2024and of the profit of the Company for the year ended on that date.

(c) The Directors have 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 have prepared the annual accounts on a going concern basis.

(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

27. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. However, as part of good corporate governance, the Company has taken prior omnibus approval of the Board is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. Your Directors draw your attention to notes to the financial statements for detailed related party transactions entered during the year.

Since all the related party transactions were entered by the Company in ordinary course of business and were in arm's length basis, FORM AOC- 2 is not applicable to the Company.

28. Statutory Auditor

Your directors are pleased to inform that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s.

DINESH R THAKKAR & CO., Chartered Accountant, FRN: 102612W, Ahmedabad has been appointed as the Statutory Auditor of the Company till the conclusion of 6th Annual General Meeting i.e. till the financial year 2024-25.

29. Review of Auditors Report

The Statutory Auditors of the Company have given their Audit Report on the standalone financial statements of the Company for the financial year ended March 31st, 2024. All the items on which the Auditors' have commented in their report are self-explanatory and suitably explained in the Notes to the Accounts. There is no qualification, reservation, adverse remark, comments, observations or disclaimer given by the Statutory Auditors in their report.

30. Secretarial Audit and Auditors Report

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Murtuza Mandorwala & Associates, Practicing Company Secretary (Membership No. F10745 and C.P. No.:14284) to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit report for the financial year ended March 31st, 2024 is annexed herewith as "Annexure III" to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

Further A certificate has been issued by M/s. Murtuza Mandorwala & Associates., Company Secretaries in practice, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is annexed as "Annexure – IV" to this Report.

31. Internal Auditor:

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, CA Dharmendra R Thakkar (D.R. Thakkar & Associates), Chartered Accountants, Membership No. 101292, FRN : 117286W, Ahmedabad , have been appointed as an Internal Auditors of the Company for Financial Year 2023-24. During the year, the Company continued to implementtheirsuggestionsandrecommendations to improve the control environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.

32. Cost Auditor

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the company has appointed M/s BRS & Associates (FRN: 000730), Cost Accountants, Ahmedabad cost auditor to audit the cost records of the company for the financial year 2023-24. In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be approved by the Members of the Company. The resolutions seeking approval of the remuneration of the Cost Auditor for the financial year 2024-25 forms part of the Notice.

33. Annual Return

Pursuant to the requirement under section 134(3) (a) and 92(3) of the Companies Act, 2013 (‘the Act'), it is hereby reported that the Company is maintaining website https://www.kakaprofile.com and the copy of form MGT-7 Annual Return for year ended March 31st, 2024 is also placed on it.

34. Business Risk Management

The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized, monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact of adverse events and maximize the realization of opportunities.

35. Corporate Social Responsibility

In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order to implementing CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in Searchable Mode of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The company through its CSR initiative towards supporting projects in the areas of education, healthcare, rural development, women empowerment and various other social matters continues to enhance value creation in the society and in the community in which it operates, through its services, conduct & initiatives, so as to promote sustained growth for the society and community, in fulfillment of its role as Socially Responsible Corporate.

As on March 31st, 2024, the CSR Committee comprised of:

36. Corporate Governance:

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

Further Pursuant to Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements),Regulations, 2015, read with Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 regulation of corporate governance are not applicable to company Hence, 05th Annual Report does not contain the Corporate Governance Report. Further, as and when the company falls under the applicability to provide Corporate Governance Report.

37. Management Discussion & Analysis Report:

Management's Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure VI"

38. Code of Conduct

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company's website at https:// www.kakaprofile.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

39. Reporting of frauds by auditors

During the year under review, the statutory auditor has not reported to the board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

40. Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism for the Directors and Employees of the Company by adopting the Whistle Blower Policy to report about the genuine concerns, unethical behavior, fraud or violation of Company's Code of Conduct. The Company has in place a confidential reporting mechanism for any whistle blower to report a matter.

41. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place a formal policy for the prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Company has formed Internal Complaint Committee who periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

42. Appointment of RTA:

M/s Bigshare Services Private Limited is a Registrar and Share Transfer Agent of the company in order to Compliance with the provision of Companies Act, 2013. All the equity shareholders of the Company have Demat their Equity Shares as on March 31st, 2024 and none of shareholders holding shares in physical form.

43. Material Orders

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

44. Listing with Stock Exchange

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2023-24 to the BSE Limited where the shares of the Company are listed.

45. Prevention of Insider Trading

The Code requires pre-clearance 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 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 Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

46. Status of Cases Filed Under Insolvency and Bankruptcy Code, 2016

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC)

47. Compliances of Applicable Secretarial Standards

The Board of Directors afirms that the company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the General Meetings.

48. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Not Applicable

49. Transfer to Investor Education & Protection Fund

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority, but there is no such unpaid dividend of last seven years, so this clause is not applicable to the company.

50. Acknowledgement and appreciation

The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their Departments and the Local Authorities for their continued guidance and support. Your Directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its suppliers, dealers, business partners and others associated with the Company. Your Directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.