To The Members, KCL Limited

The Board of Directors of your Company are pleased to present the 41st Board Report on the business and operations of KCL Limited (hereinafter referred to as the “the Company” or “KCL”), together with the Company's Audited Financial Statements and the Independent Auditor's Report for the year ended 31st March, 2024.

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of your Company as on 31st March, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The summarized financial highlight is depicted below:

( In Lacs)

a) There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report. b) There has been no change in nature of business of your Company. However, the Financial Statements of Current Year are prepared on standalone basis as Subsidiary of Company viz. KCL Paper Mill Private Limited was closed during the year under review.

2. REVIEW OF MARKET, BUSINESS AND OPERATIONS

An in-depth analysis of markets in which KCL operates, along with its businesses, is a part of the Management, Discussion & Analysis section.

3. DIVIDEND

Considering the business growth plans, the Board of Directors does not recommend any Dividend for the Financial Year 2023-24.

4. REVIEW OF OPERATIONS AND STATEMENT OF COMPANY'S AFFAIRS:

During the year under review, your Company was able to achieve turnover of 41065.50 Lacs as against 43762.19 Lacs in the previous year, translating to a decline of (6.16) %YOY.

Further your company has earned PAT for FY 2024 at 1147.60 Lacs compared to 1430.65 Lacs in FY 2023, translating to a decline of (19.78) %YOY.

5. CHANGE IN THE NATURE OF BUSINESS:

There were no changes in the nature of business of the Company during the financial year.

6. SHARE CAPITAL

During the year under review, there was no change in the authorized and paid-up share capital of your Company.

Authorized Share Capital

As on March 31, 2024, the Authorized Share Capital of the Company was 5,00,00,000 divided into 50,000,00 Equity Shares of 10/- each

Paid Up Share Capital

As on March 31, 2024, the Paid-up Equity Share Capital of the Company was 3,00,00,85 Equity Shares of 10/- each aggregating to 3,00,00,850.

7. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis (MDA) Report for the Financial Year 2023-24 on the operations and state of affairs of your Company, as stipulated under Regulation 34 of the SEBI Listing Regulations is given in a separate section forming part of this Annual Report.

8. AMOUNT TRANSFERRED TO RESERVES

The Board of Directors of the Company have not transferred any amount to the Reserves for the year under review.

9. RESTRUCTURING OF OPERATIONS OF COMPANY FOR BETTER OPERATIONAL EFFICIENCY, EFFECTIVENESS AND BETTER CUSTOMER SATISFACTION

In pursuit of its strategic growth objectives, KCL is actively engaged in the process of assessing its current business structure and available land resources. This evaluation is aimed at ensuring that the company is well-prepared for the future. By scrutinizing its existing business framework and available land assets, KCL aims to optimize its operations and position itself for the next phase of growth. This proactive approach reflects the company's commitment to sustainability and long-term success, aligning its strategies with evolving market dynamics and opportunities

10.COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied the applicable provisions of Secretarial Standards i.e. SS-1 and SS-2, issued by Institute of Company Secretaries of India and approved by the Central Government under Section - 118 (10) of the Act during the year under Report.

11.CORPORATE GOVERNANCE

Pursuant to the applicable provisions of the Listing Regulations a detailed report on Corporate Governance forms part of this Annual Report. A certificate from M/s. SK Verma & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance for the Financial Year 2023-24, as stipulated under the Listing Regulations forms part of this Report.

12.STATUTORY AUDITOR & AUDITORS' REPORT

Pursuant to the recommendation of the Audit Committee dated July 15, 2023, the Board of Directors and Members of the Company, at their respective meetings held on July 15, 2023 and September 30, 2023, had approved the appointment of M/s. Jagdish Chand & Co., Chartered Accountants (Firm Registration No.: 000129N), as the Statutory Auditors of the Company for a term of 5 (five) consecutive years. Accordingly, M/s. Jagdish Chand & Co., Chartered Accountants hold office till the conclusion of the 45th Annual General Meeting of the Company to be held during the Financial Year 2027-28.

Total Fee for all services paid /payable to M/s. Jagdish Chand & Co, Chartered Accountants- the Statutory Auditor, by KCL Limited for the Financial Year 2023-24, is mentioned below:

( in Lacs)

Auditors' Qualifications and Management's Reply:

Details of Audit Qualifications:

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report contain some qualification.

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 appointed M/s. SK Verma & Associates, Company Secretaries, having its registered office at T-3/207, Puri Pratham, Sector 84, Faridabad, Haryana - 121002 as Secretarial Auditor for the year 2023-2024. The Report of the Secretarial Audit is annexed herewith as Annexure-I. The said Secretarial Audit Report contains qualifications and these are mentioned below in tabular form.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, your Directors have appointed M/s. M.L Bhansali & Co, as the Internal Auditor of the Company for the Financial Year 2023-24.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Appointments & Cessations during the Financial Year 2023-24:

At the 40th Annual General Meeting of the Company held on September 30, 2023, the following were approved by the members with requisite majority:

i. Appointment of Mr. Amrish Aggarwal (DIN: 07631515) as the Independent Director of the Company for a period of 5 (five) consecutive years to hold office from the conclusion of this (40th) Annual General Meeting (‘AGM') till the conclusion of the forty fifth (45th) AGM.

ii. Appointment of Mrs. Vandana Khemka (DIN 02479295) as the Woman Director and Non-Executive Non-Independent Director to hold office for a period of five consecutive years up to 03rd September, 2028, not liable to retire by rotation.

b) Retirement by Rotation:

Mr. Ashish Khemka (DIN: 00103321), Whole Time Director retires by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for re-appointment. Resolution seeking Members' approval to the re-appointment of Mr. Ashish Khemka has been incorporated in the notice convening the 41st Annual General Meeting of the Company. The Board recommends his re-appointment as Director of the Company, liable to retire by rotation.

c) Proposed appointments at the 41st AGM:

Mr. Ashish Khemka (DIN: 00103321), Whole time Director of the Company, who retires by rotation at the 41st Annual General Meeting and being eligible, has offered himself for re-appointment, is proposed to be re-appointed

d) Declaration by Independent Directors:

Pursuant to sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received declarations from all the Independent Directors on Board that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and that there was no change in their status as Independent Directors during the Financial Year 2022-23.

During the year under review, Mr. Amrish Aggarwal (DIN: 07631515) was appointed as Independent Director on the Board for a term of 5 (Five) Consecutive Years to hold office from the conclusion of this (40th) Annual General Meeting (‘AGM') till the conclusion of the forty fifth (45th) AGM. As on the date of this report, there are 3 (Three) Independent Directors on Board of the Company and the Board is of opinion that all the Independent Directors are persons of integrity and hold the necessary expertise, skill, competence, experience and proficiency required with respect to the business of the Company.

e) Separate Meeting of Independent Directors

Pursuant to the requirements of Schedule IV of the Act, during the Financial Year 2023-24, the Independent Directors of the Company met separately on February 20, 2024, without the presence of Non- Independent Directors and/or the members of the Management. The Independent Directors, inter-alia; a) Reviewed the performance of Non-Independent Directors and the Board as a whole; b) Reviewed the performance of the Chairman of the Company; and c) Assessed the quality, quantity and timeliness of flow of information between the Company, Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

f) Disclosure of Interest in other concerns:

The Company has received the Annual disclosure(s) from all the Directors, disclosing their Directorship/ Interest in other concerns in the prescribed format, for the Financial Years 2023-24 and 2024-25. The Company has received confirmation from all the Directors that as on 31st March, 2024, none of the Directors were disqualified to act as Director by virtue of the provisions of Section 164(2) of the Act, or were debarred from holding the office of Director by virtue of any order of SEBI or any such other authority. g) Details of Board & Committee Meetings held during the Financial Year 2023-24:

The Board of Directors of the Company met 6 (Six) times during the Financial Year under review. The details of the meetings of the Board and those of its committees and of the Independent Directors are given in the Report on Corporate Governance forming part of this Annual Report.

h) Annual Evaluation by the Board

The Nomination, Remuneration and Compensation Committee ("NRC Committee") and the Board has adopted a methodology for carrying out the performance evaluation of the Board, Committees, Independent Directors and Non- Independent Directors of the Company, which includes the criteria, manner and process for carrying out the performance evaluation exercise. Criteria in this respect includes; the Board composition and structure, effectiveness of board processes, information and functioning, contribution of the individual director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Evaluation of the Performances of the Board, its Committees, every Director and Chairman, for the financial year 2023-24 has been completed as per the adopted methodology which included review, discussions, providing feedback and discussions on the feedback received from the individual directors.

14.COMPOSITION OF AUDIT COMMITTEE

Audit Committee of the Board is duly constituted in accordance with the provisions of Section 177 (8) of the Act read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of the Listing Regulations. The details of its composition, powers, functions, meetings held during the Financial Year 2023- 24 etc. are given in the Report on Corporate Governance forming part of this Annual Report. All recommendations made by the Audit Committee were accepted by the Board during the Financial Year 2023-24.

15.VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to Section 177(9) and (10) of the Companies Act 2013, read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism to report instances of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases. Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at the web link www.kcl.co.in

16. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 (9) of the Act, where the CSR Obligation of a Company does not exceed Fifty Lac Rupees, the requirement for constitution of a Corporate Social Responsibility Committee is not applicable and the functions of such Committee can, in such cases, be discharged by the Board of Directors of such Company.

During the year 2023-24, the Company had identified certain projects/activities on which the CSR expenditure for the financial year 2023-24 was made. The activities included promoting health care including preventive health care, facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups, animal welfare etc. Details about the CSR policy and initiatives taken by the Company during the year are available on your company's website www.kcl.co.in

The detailed report on CSR activities carried out by the Company during FY 2023-24 is annexed to this report as Annexure II.

17.POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate combination of executive and independent directors to maintain the independence of the Board. As on 31st March 2024, the Board consisted of 8 members, three of whom was Executive Directors and three were Independent Directors and Two is Woman and Non-Executive Non-Independent Director. The Board will annually evaluate the need for change in its composition and size. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board. The remuneration paid to the directors is as per the terms of the Companies Act 2013 and accordingly as per the recommendations of the Nomination and Remuneration Committee of the Company.

18.FRAUD MONITORING AND REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013 to the Board of Directors during the year under review.

19.RISK MANAGEMENT

The Board takes responsibility for the overall process of risk management throughout the organization. Through an Enterprise Risk Management programme, our business units and corporate functions address risks through an institutionalized approach aligned to our objectives. This is facilitated by corporate finance. The Business risk is managed through cross-functional involvement and communication across businesses. The results of the risk assessment are presented to the senior management.

20.PUBLIC DEPOSITS

Your Company has not invited or accepted any deposits from the public/members and there are no outstanding deposits as on March 31, 2024.

21.BUSINESS RESPONSIBILITY REPORT (BRR)

The Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities. In view of the requirements specified, the Company is not mandated for the providing the BRR and hence do not form part of this Report.

22.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy: N.A.

(i) The steps taken or impact on conservation of energy;

(ii) The steps taken by the Company for utilizing alternate sources of energy; (iii) The capital investment on energy conservation equipment's;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

23.MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes or commitments have occurred after the closure of the Financial Year till the date of this report, which may affect the financial position of the Company.

24.WHOLE TIME DIRECTOR & CFO AND FINANCE MANAGER CERTIFICATION

As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the Whole Time Director & CFO and Finance Manager's Certification is at Annexure-III.

25.SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, a wholly owned subsidiary company of KCL Limited was closed namely M/s KCL Paper Mill Private Limited w.e.f. 09th March, 2024 under Section 455 of Companies Act, 2013.

26.TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in previous years.

27.STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITHREFERENCE TO THE FINANCIAL STATEMENTS

According to Section 134(5) of the Companies Act, 2013, the term “Internal Financial Control (IFC)” means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company has adequate internal control procedures commensurate with the size, scale and complexity of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. KCL has a well-defined delegation of power with authority limits for approving revenues as well as expenditures. Processes for formulating and reviewing annual and long-term business plans have been laid down. KCL uses a state-of-the-art system to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information. It has continued its efforts to align all its processes and controls with best practices.

Your management assessed the effectiveness of the Company's internal controls over financial reporting as of March 31, 2024. The assessment involved management review, internal audit and statutory audit.

28.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT, 2013

The details of Loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

29.PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is attached to this report is at Annexure IV.

All the contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm's length basis. Your directors draw attention of the Members to Note No. 42 of Notes on Accounts to the financial statement which sets out related party disclosures.

There were no transactions of material nature with Directors/ Promoters or any related entity, which will have any potential conflict with the interests of the Company at large.

30.PARTICULARS OF EMPLOYEESPARTICULARS OF EMPLOYEES AS PER RULE 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

As regards information under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, we have to state as under: -

(a) That none of the employees, if employed throughout the financial year, was in receipt of remuneration for that year, which in the aggregate was not less than INR 1,02,00,000 (one crore and two lakh rupees)-NIL. (b) That none of the employees, if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which in the aggregate was not less than INR 8,50,000 per month (eight lakh and fifty thousand rupees per month)-NIL. (c) That none of the employees, if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company-NIL.

31.POLICY ON SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has a policy against sexual harassment at the workplace and has constituted an Internal Complaints Committee and has complied with the provisions in this respect as are applicable under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. There was no complaint received from any employee during the year, nor is any complaint pending or outstanding for redressal as on 31st March, 2024.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS:

No significant or material orders have been passed by any Regulators or Courts or Tribunals which could impact the going concern status of the Company and/or its future operations.

33. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the Financial Year 2023-2024 is available on the website of the Company www.kcl.co.in

34. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards had been followed and there are no material departures from the same;

(ii) the 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 as at 31st March, 2024 and of the profit or loss of the Company for that period;

(iii) 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 frauds and other irregularities;

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

(v) the 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

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

35. STATEMENT ON OTHER COMPLIANCES

Your director 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. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares and employees' stock options schemes) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;

e. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company;

f. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

g. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company;

h. Issue of debentures/bonds/warrants/any other convertible securities.

i. Details of any application filed for Corporate Insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

j. Instance of one-time settlement with any Bank or Financial Institution.

36. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Company's customers, shareholders, vendors and bankers for their support and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all employees who are committed to strong work ethics, excellence in performance and commendable teamwork and have thrived in a challenging environment.