Kundan Minerals & Metals Ltd

To

The Members,

Kundan Minerals and Metals Limited

Your Directors are pleased to present the Directors' Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

(Rs. in lakhs )

2. COMPANY'S PERFORMANCE AND REVIEW

The last couple of years under review were adversely affected due to extreme financial crunch and various reasons beyond the control of the Management and your Company had under gone CIRP process. Our company went into liquidation and has been taken over by Pardeep Garg Family Trust.

The total revenue (net) of the Company for the year ended 31^st March 2024 stood at ? 1.11 Lakhs. During the year, the Company has incurred losses of ? 5273.87 lakhs. The performance during the year was not satisfactory due to various reasons beyond the control of the Management. The CIRP process, shortage of funds and financial crisis has affected the working of Company.

3. STATE OF THE COMPANY'S AFFAIR AND BUSINESS REVIEW

The details of the Company's affairs including its operations are more specifically given in the Management Discussion and Analysis Report, which is given in this Annual Report.

4. SHARE CAPITAL:

As per the approved Resolution Plan, the Face Value of existing Equity shares is reduced from Rs. 10.00 per share to Rs. 1.00 per share. However, the application for capital reduction and preferential allotment is still under processing on NSE and BSE for their respective approval.

The Company allotted shares to new promoters and public in terms of resolution plan and to issue and alloted up to 6,04,83,603 (Six Crores Four Lakh Eighty Three Thousand Six Hundred and Three) Equity Shares of Rs. 1/- (Rupees One Only) each per share and following is the post CIRP shareholding:

5. LISTING OF SHARES:

The Equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Company has paid the requisite listing fees to the respective Stock Exchanges for the financial year 2023-24.

6. DIVIDEND AND RESERVE:

In view of accumulated losses and Company went into CIRP process, your Directors do not recommend any dividend for the Financial Year 2023-2024. The details of the reserves and surplus are provided in the notes to the Audited Financial Statements.

7. TRASNFER TO RESERVE:

During the year under review, no amount was transferred to reserves.

8. CHANGE IN THE NATURE OF BUSINESS:

To expand the business and smooth functioning of the Company and to set the object in line with the new name of the Company, the main objects of the Company has been changed relating to Minerals and Metals.

9. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 ('the Act') read with Companies (Acceptance of Deposits) Rules, 2014.

10. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2024, the Company does not have any Subsidiary, Associate or Joint Venture Company. Hence, preparation of consolidated financial statements and statements containing salient features of the Subsidiary/ Associate or Joint Ventures companies in Form AOC-2 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The whole management has been changed and new Directors on Board has been appointed which was also placed before the shareholders for their due approval in EGM dated 27/03/2024 and mandatory committees has been reconstituted.

Further, the previous Board and KMPs stood dissolved and they were relieved from their duties and responsivities.

However, company had made requisite applications and intimations to the stock exchanges for the said appointment of new management on the Board and KMPs. The details of the same are uploaded on the website of the Company and stock exchanges as well for the kind information of members.

Mr. Siddharth Gogia, Director of the Company, is entitled to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered himself for re-appointment.

Appointment:

• Mr. Siddharth Gogia (DIN: 07202627) was appointed from backend on 16/12/2023.

• Mr. Vidit Garg (DIN:02790545), Mr. Deepak Gupta (DIN:06643918), Ms. Sidhi Maheshwari(DIN:

10001209), Mr. Rahul Bhardawaj (DIN: 10101443) and Mr. Rahul Sharma (DIN:

10498796) were appointed w.e.f. 27/ 02/2024.

• Mr. Vidit Garg and Mr. Deepak Gupta was appointed as CEO and CFO of the Company respectively w.e.f. 27/02/2024.

• Mr. Deepak Singh Bhandari was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 27/02/2024.

12. ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD:

As per the provisions of Section 134 and Schedule IV of the Companies Act, 2013 the Board of Directors need to evaluate its own performance, the performance of all the individual Directors of the Company and the performance of committees of the Board.

The Board has carried out evaluation of its own performance, the directors individually as well as the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders' Relationship Committee of the Company. The Board has devised questionnaire to evaluate the performances of each of Executive, NonExecutive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Ability to contribute to and monitor our corporate governance practices

The Directors expressed their satisfaction to the outcome of the aforesaid evaluations and consented for continuation of present term of appointment of each of the Independent Directors.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 hereby state that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. your Directors have 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 March 31^st, 2024 and of the loss of the company for that period;

3. your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. your Directors have prepared the annual accounts on a going concern basis;

5. your Directors 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

6. your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. MEETINGS OF THE BOARD OF DIRECTORS:

Since, the Company went into CIRP process during the FY 2023-24, the Board meets at one time on 27/02/2024 to appoint new management and to discuss and decide on Company's business policy and strategies apart from the other business of the Board.

15. COMMITTEES OF THE BOARD:

Since, the Company went into CIRP process during the FY 2023-24, the Board meets at one time on 27/02/2024 to constitute new committees and new management on Board. The Board has constituted its Committees in accordance with the provisions of the Companies Act, 2013 and as per the Listing Regulations. There are currently four Committees of the Board, which are stated as follows:

a. Audit Committee;

b. Stakeholders' Relationship Committee;

c. Nomination and Remuneration Committee;

d. Risk Management Committee.

16. AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process.

All the recommendations made by the Audit Committee were accepted and approved by the Board.

The Composition of the Audit Committee is also given in the "Report on Corporate Governance" which forms part of this Annual Report.

17. STATUTORY AUDITORS:

In terms of Section 139 of the Act, the company recommended to its Members of the Company at the AGM to be held on September 30, 2024 for the appointment of M/s. Ashwani & associates (Firm Registration No. 000497N) as the Statutory Auditors for a term of 5 years commencing from the conclusion this ensuing AGM till the conclusion of the AGM to be held in year 2029.

18. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014, the company has appointed M/s. Sudhanshu Singhal &

Associates, Company Secretaries, Delhi as Secretarial Auditor of the Company for the Financial Year ended March 31, 2024.

The Report of the Secretarial Auditor for F.Y. 2023-24 is appended to this Report as (Annexure I) which forms part of this Annual Report.

With regard to observations made by the Secretarial Auditors' in their Report, your Directors would like to state as under:

I) Pertaining to Companies Act, 2013:

Board response- The Company went into CIRP process and whole management was under RP. But later, resolution plan was approved by NCLT vide order dated 04/10/2024 and the company is in continuous compliance.

Board response- Due to some technical, the form delayed but later when the issues was resolved, the Company filed the form.

Board response- The Company went into CIRP process that is why the financial were not prepared.

II) Pertaining to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Board Response: The Company went into CIRP process and acquired by Pardeep Garg Family Trust through NCLT Order dated 04/10/2024. The company was suffering from financial crises and whole management was dissolved through NCLT Order. However, after the company was successfully acquired by the new promoter, the company is in continuous compliance of every rules and regulations.

19. INTERNAL AUDIT:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, M/ s. S. Lall & Co., Chartered Accountants, Delhi, was appointed as Internal Auditors of the company for the Financial Year 2023-24.

Based on the report of internal audit, the management takes corrective action in respective areas observed and thereby strengthen the controls.

20. INTERNAL FINANCIAL CONTROL:

Your Company has an adequate Internal Control System commensurate with the size, scale and complexity of its operations and well-documented procedures for various processes which are periodically reviewed for changes warranted due to business needs.

The Audit Committee evaluates the efficiency and adequacy of financial control system prevailing in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standards in Internal Financial Controls. This system of internal control facilitates effective compliance of Section 138 of the Act and the Listing Regulations.

During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

21. ANNUAL RETURN

Pursuant to the provisions of section 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual return as on March 31, 2024, is placed on the website of the Company at www.easternsugar.in

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism/Whistle Blower Policy has been put in place in accordance with Section 177 of the Companies Act, 2013 for the Directors and Employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The mechanism provides for adequate safeguards against the victimization of Director(s) and Employee(s) who avail of the mechanism. Directors and Employees may make protected disclosure under the policy to the Compliance Committee constituted by the Company to administer the internal code of business conduct. In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee. Further no personnel have been denied access to the Compliance Committee/ Chairman of the Audit Committee, as the case may be. The details of the Vigil Mechanism/ Whistle Blower Policy is explained in the Report on Corporate Governance and is also made available on the website of the Company at www.easternsugar.in

No complaints were received under whistle blower mechanism during the year under review.

23. REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and on recommendation of the Nomination and Remuneration Committee, the Board framed a Policy relating to the selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Policy includes criteria for determining qualifications, positive attributes and independence of a director and other matters. The functions of the Nomination and Remuneration Committee are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

24. PARTICULARS OF EMPLOYEES:

Disclosure with respect to the ratio of remuneration of each Directors to the median employees' remuneration as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure II to this Report.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the shareholders and others entitled thereto, excluding the said information which will be made available for inspection by the shareholders at the Registered Office of the company during business hours on any working days of the Company up to the date of the ensuing Annual General Meeting. If any shareholder is interested in inspecting the same, such shareholders may write to the Company Secretary in advance.

25. BUSINESS RISK MANAGEMENT:

The Company has formulated and implemented a Risk Management policy in accordance with the provisions of the Act in order to address the business risks associated with the Company. The Company periodically reviews the risk management practices and actions deployed by the management with respect to the identification, impact assessment, monitoring, and mitigation and reporting of key risks while trying to achieve its business objectives.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All Related Party Transactions entered during the year under review were on arm's length basis and in ordinary course of the business and none of them were material.

No material related party transactions were entered during the year under review by your Company. Hence, accordingly disclosure as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable to the company.

All the RPTs were placed before the Audit Committee for its approval and the Committee had granted its prior approval/omnibus approvals, as the case may be, for all related party transactions considering their nature.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not made any investments, advanced any loans or provided any guarantee falling under Section 186 of the Companies Act, 2013 ("the Act"). The details of the same is provided in the Balance sheet.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company went into CIRP process and the company was acquired by Pardeep Garg Family Trust by NCLT order dated 04/10/2023.

29. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been some material changes/commitment the period from the end of the financial year on 31^st March, 2024 to the date of this Report. There has been change in the nature of business of the Company as the main objects of the Company has been changed. The following are changes that took place during the year:

As the last couple of years under review were adversely affected due to extreme financial crunch and various reasons beyond the control of the Management and your Company had under gone CIRP process. Hon'ble NCLT appointed Mr. Anup Kumar Singh as the Resolution Professional for assuming control and overall management of the company's affairs. Our company went into liquidation and has been taken over by Pardeep Garg Family Trust. The Corporate Insolvency Resolution Process (CIRP) under Insolvency and Bankruptcy Code, 2016 (IBC) has been initiated for the Company after the petition filed and was admitted by the Hon'ble National Company Law Tribunal (NCLT) which led to the Order on 04th October, 2024 to successfully take over our company by Pardeep Garg Family Trust.

Furthermore, apart from these, the Company would like to highlight some major changes, happenings and decisions taken by the Board to accelerate the growth and keep your company on track.

About Future Businesses and its Vision: Kundan Minerals and Metals Limited is very much excited about new idea of businesses and believe it to be the growing economy in the future, irrespective of what industry we are in or going to be and what products or services we offer in the market, the Company is extremely happy to report that in the face of intense adversity, the Company has been taken over by the new promoter of the company- Pardeep Garg Family Trust.

Moreover, to expand the business and smooth functioning of the Company it has been decided to change Main Objects of the Company which is in line with the business of minerals, metals, mining, refining of gold and precious metals.

This is to bring into your kind attention that the whole management has been changed and new Directors on Board has been appointed which is also placed on the website of the Company and the website of NSE and BSE.

Further, the existing Board and KMPs stand dissolved and they have relieved from their duties and responsivities.

Moving forward, the shareholders are informed about the change of name of the company from M/ s Eastern Sugar & Industries Limited to M/ s Kundan Minerals and Metals Limited and had made an application in RUN (Reserve Unique Name) for name reservation Pursuant to Section 4 and 13 of the Companies Act, 2013 Read with Rule 8, 9 and 29 of Companies (Incorporation) Rules, 2014 vide SRN AA6985410 and CRC vide its

approval letter dated 08th March 2024, has confirmed that the new name i.e., "Kundan Minerals and Metals Limited" is available for registration. The final name change application is also approved by MCA dated 26/07/2024 and issued Certificate of Incorporation under Certificate of Incorporation pursuant to change of name [Pursuant to rule 29 of the Companies (Incorporation) Rules, 2014]. The objective behind the change of name is to justify the name with its objectives.

Your Company is committed to its objective and is poised to undertake development in order to ensure growth and our development of agenda.

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

The information pertaining to conservation of energy and technology absorption as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure - III" to this report.

There were no foreign exchange inflow and outflow during the year under review.

31. DETAILS OF PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made or proceedings initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceedings was pending at the end of financial year under review.

32. REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulation, the following have been made a part of the Annual Report and are appended to this report:

a. Management Discussion and Analysis;

b. Report on Corporate Governance;

c. Declaration on Compliance with Code of Conduct;

d. Certificate from Practicing Company Secretary that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or to act as director of the Company; and

e. Auditors' Certificate regarding compliance with conditions of Corporate Governance.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE UNDER (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy to abide by letter and spirit requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. All the women employees either permanent, temporary or contractual are covered under the said policy. The said policy is updated internally to all the employees of the Company. The policy is updated on the website of the Company at www.easternsugar.in .An Internal Complaint Committee (ICC) is not constituted as the same is not applicable to the Company.

The details of the complaints' in relation to the Sexual Harassment of Women at Workplace filed/disposed/pending is given in the Report on Corporate Governance which is forming part of this Annual Report.

34. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company. Therefore, the Company has not developed and implemented any policy on Corporate Social Responsibility initiatives.

35. MAINTAINENCE OF COST RECORDS:

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 of Section 134(3) of Companies Act, 2013 regarding maintenance of cost records are applicable to the Company and the specified accounts and records have been made and maintained are in order.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company has complied with all the applicable provisions of the same during the year under review.

37. ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the support and cooperation received from various departments of the Central and State governments, members, business associates, analysts, banks, financial institutions, customers, distributors and suppliers, Business Partners and other stakeholders of the Company and also convey a sense of high appreciation to all the employees of the Company for their hard work, dedication, continued commitment and contributions.

Annexure I

SECRETARIAL AUDIT REPORT Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and

Remuneration Personnel) Rules, 2014]

TO,

THE MEMBERS,

KUNDAN MINERALS AND METALS LIMITED

(PREVIOUSLY KNOWN AS EASTERN SUGAR & INDUSTRIES LIMITED) (L24205BR1964PLC006630)

PO. HANUMAN SUGAR MILLS, MOTIHARI, P.S.-MOTIHARI, EAST CHAMPARAN, BIHAR- 845401

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Kundan Minerals and Metals Limited (Formally Known as Eastern Sugar & Industries Limited) (hereinafter called "the Company") having registered office at PO. Hanuman Sugar Mills, Motihari, P.S.-Motihari, East Champaran, Bihar, 845401. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification, of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Kundan Minerals and Metals Limited ("the Company") for the financial year ended on March 31, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder by the Depositories with regard to dematerialization of securities and reconciliation of records of dematerialized securities with all securities issued by the Company.

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder and notification, circulars issued from time to time to the extent of Foreign Direct Investment. Further there was no transaction of Overseas Direct Investment which was required to be reviewed during the period under audit; (Not Applicable during the audit period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act').

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; [Not Applicable during the audit period];

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; [Not Applicable during the audit period];

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 [Not Applicable during the audit period];

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; [Not Applicable during the audit period];

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; [Not Applicable during the audit period];

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; [Not Applicable during the audit period]; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; [Not Applicable during the audit period]; and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including notification, circulars from time to time.

For the compliance of Environmental laws, Labour Laws & other General Laws our examination and reporting is based on the documents, records and files as produced to me and the information and explanation provided to me by the officers and management of the company and to the best of my judgement and understanding of the different enactments upon the company, in my opinion there are adequate systems and processes exist in the Company to monitor and ensure compliance with the Environmental Laws, Labour Laws & other General Laws.

The Compliance by the company of the applicable financials' laws like direct tax laws and Indirect tax laws has not been reviewed in this audit since the same have been subject to review by the statutory auditor and other designated professionals.

I/we have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited ('NSE') and BSE Limited ('BSE');

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the observation as per attached Annexure-A:

I further report that;

The Board of Directors of the Company is duly constituted. The changes in the composition of the Board of Directors that took place during the period under review (as per Hon'ble NCLT - Kolkata bench order dated on 04.10.2023) were carried out in compliance with the provisions of the Act.

Adequate notice(s) is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance (and by complying with prescribed procedure where the meetings are called with less than seven days notice), and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings of the Board duly signed by the Chairman of the meeting, all the decisions of the Board were adequately passed and there was no dissenting view by any Member of the Board during the year under review.

As per the records, the Company has generally filled all the returns, documents, resolutions, and forms, as were required to be filed with the Registrar of Companies and other authorities and all the formalities relating to the same is generally in compliance with the Act except as stated;

Based on the information provided and the representation made by the Company, I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the company has following specific events/actions having a major bearing on the Company's affair in pursuance of the above referred laws, rules, regulations, guidelines, standards etc referred to above:-

1. As per NCLT order dated 04.10.2023 the Company has reduced its face value from Rs. 10/- each to Re 1/- each in the duly convened Extra Ordinary General Meeting held on 27^th March, 2024.

2. The Company has reclassified its authorized share capital to Rs. 50,00,00,000/- (Rupees Fifty Crores Only) divided into Equity shares capital of Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 20,00,00,000 equity shares of Re. 1/- each and Preference share capital of Rs. 30,00,00,000/ - (Rupees Thirty Crores Only) divided into 30,00,000 (Thirty Lakh) Preference shares of Rs. 100/- each, as per the order of the Hon'ble NCLT dated 04.10.2023, in the duly convened Extra Ordinary General Meeting held on 27^th March, 2024.

3. As per the NCLT order dated 04.10.2023; the company has cancelled its existing shares in the duly convened Extra Ordinary General Meeting held on 27^th March, 2024.

4. The Company has got the approval from the member in the duly convened Extra Ordinary General Meeting held on 27^th March, 2024 for issuance and allotment up to 5, 91, 00,000 (Five Crores Ninety- One Lakh) Equity Shares of Rs. 1/- each to Resolution applicant or its Subsidiaries or Associates or Group Companies or Trust.

5. The company in duly convened Extra Ordinary General Meeting held on 27^th March, 2024, got the approval of the members for change its name from Eastern Sugar & Industries Limited to Kundan Mineral and Metals Limited.

Also, the following changes has been taken place during the financial year;

(i) The new management of was constituted on 27.02.2024 as per below designation.

(AED)- Additional Executive Director (AID)- Additional Independent Director

All the directors have been regularized in the duly convened Extra Ordinary General Meeting held on 27.03.2024.

(ii) Mr. Deepak Singh Bhandari has appointed as Company Secretary of the Company w.e.f 27^th February, 2024.

ANNEXURE-I

TO SECRETARIAL AUDIT REPORT ISSUED BY COMPANY SECRETARY IN PRACTICE TO,

THE MEMBERS,

KUNDAN MINERALS AND METALS LIMITED

(PREVIOUSLY KNOWN AS EASTERN SUGAR & INDUSTRIES LIMITED) (L24205BR1964PLC006630)

PO. HANUMAN SUGAR MILLS, MOTIHARI, P.S.-MOTIHARI, EAST CHAMPARAN, BIHAR- 845401

My report of even date is to be read along with this letter.

1. It is the responsibility of the management of the company to maintain the secretarial records, compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate operating effectively. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. I believe that audit evidence and information obtained from the Company's management is adequate and appropriate for us to provide a basis for our opinion.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Annexure A

LIST OF NON-COMPLIANCES DURING THE FINANCIAL YEAR 2023-24 PERTAINING TO SEBI

11. Regulation 13(3)- of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- The listed entity shall file with the recognized stock exchange(s) on a quarterly basis, within twenty one days from the end of each quarter, a statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter

No disclosure for the quarter ended 31.12.2023 has been given by the Company.

12. Regulation 24A(2)- of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- Every listed entity shall submit a secretarial compliance report in such form as specified, to stock exchanges, within sixty days from end of each financial year.

Secretarial Compliance Report('SCR') has not been filed for the financial year 2022-23.

13. Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- The listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by the Board from time to time to the recognized stock exchange(s)within twenty-one days from the end of each quarter.

Non submission of the Corporate Governance report since September 2022 quarter till December, 2023 quarter.

14. Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- Disclosure of events or information.

Resignation of Ankita Srivastava, Chandan Sharma, Khusboo Sharma, director of the Company has been resigned on dated 01.05.2023 which was intimated by the company on dated 20.06.2023 which was delayed filed.

15. Regulation 31(1)(b)- of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015-(1) The listed entity shall submit to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, in the format specified by the Board from time to time within the following timelines -(b) on a quarterly basis, within twenty-one days from the end of each quarter.

Non submission of the compliance since September 2022 quarter till December, 2023 quarter.

16. Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- Financial Results.

Non-Submission of the quarterly and annual financials during the financial year 2022-23 and 1^st, 2^nd and 3^rd quarter of the financial year 2023-24.

17. Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- Website

Website of the Company during the CIRP process was not updated.

18. Regulation 47- of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- Advertisements in Newspapers.

New Paper publication has not been given during the 1^st, 2^nd and 3^rd quarter of the financial year 2023-24.

19. Regulation 74 (5) SEBI (Depositories and Participants) Regulations, 2018-Manner of surrender of certificate of security.

No compliance has been complied during the 1^st, 2^nd and 3^rd quarter of the financial year 202324.

20. Regulation 76 SEBI (Depositories and Participants) Regulations, 2018-Reconciliation of Share Capital Audit Report.

Share Capital Audit report has not been filed during the financial year 2023-24.

PERTAINING TO COMPANIES ACT, 2013

3. Secretarial Standards:

The Company has complied the applicable Secretarial Standards only in fourth quarter of the financial year 2023-24 and remaining quarters has not been complied due to CIRP Process.

4. PAS-3 Allotment of share

Filing of the Form PAS-3 for allotment of equity shares as per Hon'ble NCLT order dated 04.10.2023, has been filed delayed by the Company.

3. No financial statements are prepared during CIRP for financial year ending 31st March 2023. Therefore, figures of the audited financial statement as on 31^st March, 2022 has been considered while preparing the financial statement ending 31^st March, 2023 without any adjustment.

Annexure II

I. Disclosure as per Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(.) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2023-24:-

Annexure III

STATEMENT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE.

A. Conservation of Energy:

In line with the Company's commitment towards conservation of energy, the Company continue with its efforts to improve energy efficiency. Some of the additional steps taken are as under, which has helped the Company in cost reduction and product improvement:

Your company emphasizes of conservation of energy as its responsibility towards the environment and society at large. Your Company ensures that its products, services and operations are safe for clients, workers, labors, employees and environment. Your Company ensures this with a focus on technology, processes and improvements that matter for environment. These include reduction in power consumption, optimal usage of equipment. The Company continues its efforts to reduce and optimize the use of energy consumption by opting power effective replacements of equipment and electrical installations.

B. Research & Development and Technology Absorption:

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

d. The expenditure incurred on Research and Development - Not Applicable

C. Foreign Exchange Earnings and Outgo:

During the year under review there was no foreign Exchange inflow and outflow.

D. Future plan of action is as under:

The Company is considering sustainable business model keeping in view the changed and new developments taking place in the Industry.