Khadim India Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

The Directors are pleased to present the 44th Annual Report on the business and operations of Khadim India
Limited (“the Company”) together with the Audited Financial Statements for the financial year ended March 31,
2025.

Financial Highlights

The Financial Highlights* are set out below:

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	4,180.33	4,262.52	4180.33	4,262.52
Other Income	103.85	83.65	103.89	83.65
Total Income	4,284.18	4,346.17	4284.22	4,346.17
Less: Expenditure	3,528.90	3,540.51	3,527.59	3,540.14
Profit before Depreciation, Interest and Tax	755.28	805.66	756.63	806.03
Depreciation	287.75	276.95	287.75	276.95
Interest	248.76	257.09	248.76	257.09
Profit before Tax from continuing operations	218.77	271.62	220.12	271.99
Provision for Taxation
- Current and deferred Tax	26.15	38.72	26.15	38.71
Profit for the year after tax from continuing operations	192.62	232.90	193.97	233.28
Loss for the year after tax from discontinued operations	(142.02)	(170.12)	(142.02)	(170.12)
Profit for the year	50.60	62.78	51.95	63.16

*Note:

Upon the Scheme between the Company and KSR Footwear Limited (''KFL'') and their respective shareholders and creditors,
being sanctioned by the Hon''ble National Company Law Tribunal, Kolkata Bench (NCLT) and in terms of the requirements of
Accounting Standards (Ind AS), the operations pertaining to the Distribution Business have been presented as ''Discontinued
Operations''. Consequently, the financial results of the Company for the comparative periods and for the year ended March 31,
2025 have been presented accordingly.

Further, please refer Note 35 to standalone financial statements for details about Discontinued Operations.

Dividend

Considering the inadequacy of profits during the financial year ended March 31, 2025, the Board of Directors of the
Company has not proposed any dividend on equity shares.

General Reserve

No amount has been transferred to the General Reserve for the financial year ended March 31, 2025.

Operations and State of Company’s Affairs

On a standalone basis, the revenue generated from continuing operations for the financial year 2024-25 stood at
'' 4,180.33 million, which was lower by 1.93% compared to the previous financial year 2023-24. The profit for the
year from continuing operations was '' 193.97 million in comparison to profit of '' 233.28 million for the previous
financial year.

The details of Company''s affairs have been included in the Management Discussion and Analysis Report, forming
part of this report.

Scheme of Arrangement

The Scheme of Arrangement between the Company and KSR Footwear Limited (''KFL'') and their respective
shareholders and creditors under Sections 230 to 232 read with the other applicable provisions of the Companies
Act, 2013 for transfer of Distribution Business of the Company to KFL has been approved by the Hon''ble National
Company Law Tribunal, Kolkata Bench vide its Order dated March 27, 2025.

Accordingly, the entire Distribution Business of the Company stands transferred and vested with KFL as a ''Going
Concern'' on and from April 01, 2025, being the Appointed Date as determined in terms of the said Scheme.

As consideration for transfer of the said division in accordance with the Scheme, KFL will issue its equity shares to
the equity shareholders of the Company, in the ratio of 1 (One) equity share of KFL of the face value of '' 10/- each
fully paid-up for every 1 (One) equity share of the face value of '' 10/- each fully paid-up held in the Company on the
record date as would be decided for the purpose. The Scheme has become effective from May 01, 2025 and KFL is
in the process of issuance of such shares in due course. Post allotment, KFL will make application for listing of the
newly issued shares with BSE Limited and National Stock Exchange Limited and the status of KFL will that be of a
listed entity. Furthermore, the existing entire shares of KFL as held by the Company will stand cancelled and KFL
will no longer be a Wholly-owned-subsidiary of KIL.

Internal Controls

The details in regard to Internal Financial Controls and its adequacy are included in the Management Discussion
& Analysis Report, which is a part of this Report.

Employee Stock Option Plan

There has been no material change in the Employee Stock Option Plan 2017 (“ESOP 2017”) during the year under
report. Disclosures with respect to ESOP 2017 as required under relevant Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available in the Notes to the Financial
Statements.

Approval of the members by way of a Special Resolution had been obtained on May 07, 2021 (vide Postal Ballot
Notice dated March 25, 2021) for formulation and implementation of Khadim Employee Stock Option Plan 2021
(“ESOP 2021”). However, no options have been granted post approval.

The certificate from M/s. BKG & Company, Company Secretaries (Firm Registration No. S2004WB868500),
Secretarial Auditor of the Company, with respect to the implementation of the Company''s ESOP 2017 and ESOP
2021 would be available for inspection by the shareholders during the ensuing Annual General Meeting. A copy of
the same will also be available for inspection at the registered office of the Company.

Fully Convertible Equity Share Warrants

In accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), the Board of Directors of the Company
in its meeting held on November 24, 2023 had approved the issuance of 4,08,768 Fully Convertible Equity Share
Warrants (''Warrants'') [i.e., one fully paid up Equity Share upon conversion of every one Warrant held] of the face
value of '' 10/- (Rupees Ten Only) each of the Company, at an exercise price of '' 365/- (including a premium of
'' 355/-), aggregating upto '' 149.20 million for cash, on preferential basis to the persons belonging to Promoter /
Promoter Group and Non - Promoter category.

Upon receipt of approval by the shareholders of the Company vide Extra-Ordinary General Meeting held on
December 23, 2023 and on receipt of in-principle approvals from the Stock Exchanges, such Warrants were allotted
on February 02, 2024 post receipt of an aggregate consideration of '' 37.30 million from the said allottees, towards
minimum 25% of the total consideration of the Warrants.

Subsequently, on receipt of balance 75% of the total consideration of the Warrants, the Board of Directors of the
Company had allotted 1,64,384 Equity Shares on March 22, 2024 pursuant to conversion of equivalent number of
Warrants allotted to one of the Promoters of the Company on preferential basis, as aforesaid, out of total 4,08,768
Warrants.

The remaining 2,44,384 Warrants were issued to two non-promoters and were outstanding for conversion as on
March 31, 2024. Further, on receipt of balance 75% of the total consideration of the Warrants, the said Warrants
were converted during the financial year 2024 - 25 and 1,64,384 and 80,000 equity shares were issued on May 29,
2024 and July 19, 2024 respectively.

There was no deviation or variation in the utilisation of proceeds raised through issuance of Warrants on preferential
basis, by the Company as on the date of this Report.

Share Capital

The Authorized Share Capital of your Company as on March 31, 2025 was '' 60,00,00,000/- divided into 6,00,00,000
Equity Shares of face value of '' 10/- each. However, the same stands decreased to '' 40,00,00,000/- divided into
4,00,00,000 Equity Shares of '' 10/- each as on date post approval of the Scheme.

The Issued, Subscribed and Paid-up Share Capital of your Company as on March 31, 2025 was '' 18,37,83,820/-
divided into 1,83,78,382 Equity Shares of face value of '' 10/- each.

Changes in Share Capital, if any

Consequent to allotment of 1,64,384 and 80,000 Equity Shares on May 29, 2024 and July 19, 2024 respectively
pursuant to conversion of equal number of Warrants allotted to two entity / person under non - Promoters category
on preferential basis as aforesaid, the Issued, Subscribed and Paid-up Share Capital of the Company increased
from '' 18,13,39,980/- divided into 1,81,33,998 Equity Shares of face value of '' 10/- each to '' 18,37,83,820/- divided into
1,83,78,382 Equity Shares of face value of '' 10/- each.

The Equity Shares so allotted rank pari-passu with the existing fully paid-up Equity Shares of the Company
including dividend and voting rights, etc.

Except as stated herein, there was no other change in the share capital of the Company as on the date of this
Report.

Disclosures regarding Issue of Equity Shares with Differential Voting Rights

The Company has not issued any shares with differential voting right during the year under report.

Change(s) in the nature of the business

There has been no change(s) of business of the Company or in the nature of business carried on by the Company
during the financial year under review.

However, as aforesaid, the entire Distribution Business of the Company stands transferred and vested with KSR
Footwear Limited as a ''Going Concern'' on and from April 01, 2025, pursuant to the Scheme of Arrangement

Material changes and commitments, if any, affecting the financial position of the Company which
have occurred between the end of the financial year to which the financial statements relate and
the date of the report

No material changes and commitments affecting the financial position of the Company have occurred between
the end of the financial year of the Company to which the financial statements relate and the date on which this
Report has been signed except as mentioned in Note 35 to standalone financial statements for the financial year
ended March 31, 2025 relating to Demerger of Distribution Business.

Significant and material orders passed by the Regulators / Courts / Tribunals impacting the going
concern status and the Company’s operations in future

During the year under review, no significant and material orders have been passed by the regulators / courts /
tribunals that may impact the going concern status and the operations of the Company in future.

Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code,
2016

During the year under review, no Corporate Insolvency Resolution application was made or proceeding was
initiated, by / against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as
amended). Further, no application or proceeding by / against the Company under the provisions of the Insolvency
and Bankruptcy Code, 2016 (as amended) is pending as on March 31, 2025.

Subsidiaries, Joint Ventures and Associate Companies

The Company has two Wholly-owned Subsidiary in the name of Khadim Shoe Bangladesh Limited in Bangladesh
and KSR Footwear Limited as on March 31, 2025.

However, consequent to implementation of the Scheme, KFL ceased to be a Wholly-owned Subsidiary of the
Company effective April 01, 2025.

There are no other associate or joint venture companies within the meaning of Section 2(6) of the Companies Act,
2013.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing the salient features of financial statements of the Company''s subsidiary in Form No. AOC-1
is attached to the financial statements of the Company

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company,
consolidated financial statements along with relevant documents and separate audited financial statements in
respect of subsidiary companies, are available on the website of the Company www.khadims.com at the link
https://www.khadims.com/pages/investor-relations.

Deposits

The Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act,
2013 read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no unclaimed / unpaid matured
deposits or interest thereon was due as on March 31, 2025.

Corporate Social Responsibility

The Company seeks to operate its business in a sustainable manner which would benefit the Society at large
in alignment with the interest of its stakeholders and by giving preference to local areas around its business
operations. In accordance with the provisions of Section 135 of the Companies Act, 2013, your Company has
duly constituted a CSR Committee and the Company''s policy on CSR is available on the Company''s website
www.khadims.com.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII thereof and the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has undertaken CSR activities,
during the year under review, inter alia, in the field of promoting education among children including livelihood
enhancement projects; eradicating hunger, poverty and malnutrition, and creating awareness with respect to
environmental issues.

The Annual Report on CSR for the financial year ended March 31, 2025 along with the composition of CSR
Committee is marked as Annexure - I and forms part of this Report.

Risk Management

The Company''s Risk Management Policy recognizes that risk is an integral part of any business and the Company
is committed to manage the risk in a proactive and efficient manner.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower policy and it has established adequate vigil mechanism
for its employees and directors to report concern about unethical practice. No person has been denied access
to the Chairman of the Audit Committee. The latest Vigil Mechanism / Whistle Blower Policy is available at
https://www.khadims.com/pages/policv-on-vigil-mechanism.

Directors and Key Managerial Personnel

Your Company''s Board is duly constituted in compliance with the requirement of the Companies Act, 2013 and
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”).

The Independent Directors have confirmed that they meet with the criteria of independence as required under
sub section 7 of Section 149 of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations.

The Board is also of the opinion that Independent Directors meet with the criteria of independence under sub
section 6 of Section 149 of the Act and Regulation 16(1)(b) of the Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

All the Independent Directors have registered themselves / renewed their registration pursuant to the Companies
(Creation and Maintenance of databank of Independent Directors) Rules, 2019.

The Board confirms that the Independent Directors also meet the criteria of integrity, expertise and experience
(including the proficiency) in terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

Following appointment / re-appointment of Directors had been made vide the AGM held on September 24, 2024:

i. Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Siddhartha Roy Burman (DIN: 00043715), Director,
retired by rotation and re-appointed at the AGM held on September 24, 2024.

ii. The Members of the Company at the AGM held on September 24, 2024 has also approved the appointment of
Mrs. Upama Mukherjee (DIN: 10585455) as “Non-Executive Non-Independent Director ” of the Company with
effect from September 29, 2024.

Further, Dr. Indra Nath Chatterjee (DIN: 00122677) retired as an Independent Director of the Company on close of
business hours on September 28, 2024, upon completion of his second term of 5 (Five) years.

Subsequently, the Board of Directors at its meeting held on September 29, 2024, had, inter alia, considered and
approved the following business with immediate effect:

i. Relinquishment of Mr. Siddhartha Roy Burman (DlN: 00043715) as a “Chairman” of the Company and
consequent change of his designation from “Chairman & Managing Director” to “Managing Director” of the
Company for the remainder term of his office, on the existing terms and conditions.

ii. Appointment of Prof. (Dr.) Surabhi Banerjee, lndependent Director (DIN: 07829304) as the “Chairperson” of the
Company.

Again, the Board vide Meeting its meeting held on March 25, 2025 had considered and approved the following
re-designations and appointments:

i. Re-designation of Mrs. Upama Mukherjee (DIN: 10585455) from “Non-Executive Non-Independent Director” to
“Independent Director” of the Company effective April 01, 2025.

ii. Accepting resignation of Prof. (Dr.) Surabhi Banerjee (DIN: 07829304) from the position of “Chairperson”
of the Company effective March 31, 2025 (COB) due to personal reasons. However, she is continuing as an
“Independent Director” of the Company for the remaining period of her tenure.

iii. Re-designation and appointment of Mr. Siddhartha Roy Burman (DIN: 00043715) as “Executive Chairman” (also
a “Whole-Time Key Managerial Personnel”) in the category of “Whole-Time Director” and also to be functioned
as ''Chairman'' of the Company for a fresh term of 3 (Three) consecutive years commencing from April 01, 2025.

iv. Re-designation and appointment of Mr. Rittick Roy Burman (DIN: 08537366) as “Managing Director” (also
a “Whole-Time Key Managerial Personnel”) of the Company for a fresh term of 3 (Three) consecutive years
commencing from April 01, 2025.

The items w.r.t. aforesaid re-designation / appointment are subject to approvals of the Members of the Company
vide Postal Ballot.

Mr. Rittick Roy Burman (DIN: 08537366), Managing Director of the Company, retires by rotation at the ensuing
Annual General Meeting, and being eligible, offered himself for re-appointment. Your Directors recommend his
re-appointment at the ensuing Annual General Meeting.

The brief profile of Mr. Rittick Roy Burman and other relevant information under Regulation 36 of the Listing
Regulations and Secretarial Standard on General Meetings with respect to Director seeking re-appointment is
provided in the Notice convening Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on
March 31, 2025 are:

a) Mr. Siddhartha Roy Burman, Managing Director*;

b) Mr. Rittick Roy Burman, Whole-time Director**;

c) Mr. Indrajit Chaudhuri, Group Chief Financial Officer***; and

d) Mr. Abhijit Dan, Group Company Secretary & Head-Legal****

*Re-designated from “Chairman & Managing Director” to “Managing Director” effective September 29, 2024 and then to “Executive
Chairman” effective April 01, 2025.

**Re-designated as “Managing Director” from “Whole-time Director” effective April 01, 2025.

***Re-designated as “Group Chief Financial Officer” from “Chief Financial Officer” with effect from September 29, 2024.
****Re-designated as “Group Company Secretary & Head-Legal” from “Company Secretary & Head-Legal” with effect from
September 29, 2024.

Familiarisation Programme for Independent Directors

The Company has put in place an Induction and Familiarisation Programme for Independent Directors of the
Company. The details of such Familiarization Programme are mentioned in the Report on Corporate Governance,
which forms part of this Annual Report and the same is available at the link https://www.khadims.com/pages/
familiarization-programme-independent-director.

Separate Meeting of Independent Directors

In terms of requirements of Schedule IV of the Companies Act, 2013 and the Listing Regulations, the meeting of
Independent Directors was separately held on March 25, 2025.

Company’s Policy on Appointment and Remuneration of Directors

The Company has been following a policy namely “Nomination and Remuneration Policy” with respect to
appointment and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel.
The appointment of Directors, KMP and Senior Management Personnel is subject to the recommendation of the
Nomination and Remuneration Committee (NRC).

Based on the recommendation of the NRC, the remuneration of Executive Director comprises of Basic Salary,
Perquisites, Allowances and Commission in accordance with the provisions of the Companies Act, 2013. The
remuneration of Non-Executive Directors comprises of sitting fees and commission in accordance with the
provisions of Companies Act, 2013.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is in conformity with the requirement of Section 178(3)
of the Companies Act, 2013 and Listing Regulations. The objectives and key features of this Policy are:

1. Formulate the criteria for determining qualifications, competencies, positive attributes and independence of
the Directors, Key Managerial Personnel (KMP) and Senior Management Personnel and recommend to the
Board, a policy relating to the remuneration of Directors, Key Managerial Personnel and other employees.

1A. For every appointment of an Independent Director, the Committee shall evaluate the balance of skills,
knowledge and experience on the Board and on the basis of such evaluation, prepare a description of
the role and capabilities required of an Independent Director. The person recommended to the Board for
appointment as an Independent Director shall have the capabilities identified in such description. For the
purpose of identifying suitable candidates, the Committee may:

a. Use the services of an external agencies, if required;

b. Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. Consider the time commitments of the candidates.

2. Devising a policy on Board diversity;

3. Identifying persons who are qualified to become Directors and persons who may be appointed in Key
Managerial and Senior Management;

4. Directors'' induction and continued updation as and when required of their roles, responsibilities and liabilities;

5. Formulation of criteria for performance evaluation of the Board, its Committees and Directors including
Independent Directors / Non-Executive Directors;

6. Aligning the remuneration of Executive Directors, Key Managerial Personnel and Senior Management
Personnel with the Company''s financial position, industrial trends, remuneration paid by peer companies
etc.; and

7. Recommend to the Board all the remuneration in whatever form, payable to the Senior Management.

The guiding principles of the Policy are:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors of the quality required to run the Company successfully;

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives appropriate to
the working of the Company and its goals.

The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company
www.khadims.com and is available at the link https://www.khadims.com/pages/policy-on-nomination-
remuneration-committee.

Meetings of the Board

During the year, 6 (Six) meetings of the Board were held. The details of meetings of the Board held during the
financial year 2024-25 have been provided in the Corporate Governance Report which forms part of the Report.

Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance
Report which is a part of this Report.

Extract of Annual Return

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the Companies (Management
and Administration) Rules, 2014, the Annual Return as on March 31, 2025 is available on the Company''s website
www.khadims.com at https://www.khadims.com/pages/mgt-9.

Particulars of contracts and arrangement with Related Parties

All transactions entered by the Company with Related Parties during the financial year 2024-25 as defined under
Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules,
2014 were held in the Ordinary Course of Business and at Arm''s Length pricing basis. There were no materially
significant transactions with Related Parties during the financial year 2024-25, which were in conflict with the
interest of the Company. Suitable disclosures as required under Ind AS-24 have been made in the Notes to the
financial statements.

Accordingly, the disclosure in Form AOC-2, pursuant to section 134(3)(h) of the Companies Act, 2013, read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. The policy on Related Party Transactions can be
accessed on the website of the Company www.khadims.com.

Secretarial Standards

The Company has devised adequate systems to ensure compliance with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and such systems are operating effectively.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 (“the Act”), your Directors to the best of their knowledge and
ability confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31,2025, the applicable accounting
standards had been followed along with proper explanation relating to material departures, if any;

b) the Directors had selected such accounting policies and applied them consistently and made judgements
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 March 31, 2025 and of the Profit of the Company for the year ended on that date;

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

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

e) proper internal financial controls are followed by the Company and that such financial controls are adequate
and are operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively during the financial year ended March 31, 2025.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported, any incident of
fraud committed in your Company by its Officers or Employees, to the Audit Committee and / or to the Board
under Section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

Auditors

M/s. Ray & Ray, Chartered Accountants (Firm Registration No.: 301072E) was appointed by the Members of
the Company at the 40th Annual General Meeting as Statutory Auditors of the Company for a term of 5 (Five)
consecutive years commencing from the conclusion of the Annual General Meeting held on September 28, 2021
till the conclusion of the 45th Annual General Meeting to be held in the financial year 2026-27.

The Auditors'' Report on the Annual Accounts of the Company forms part of the Annual Report of the Company.

The Auditors'' Report does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with relevant Rules made thereunder
and in compliance with Regulation 24A of the SEBI Listing Regulations, the Board at its meeting held on May 20,
2025, based on recommendation of the Audit Committee, has approved the appointment of M/s. BKG & Company,
Practising Company Secretaries, a peer reviewed firm (Firm Registration No. S2004WB868500), represented by its
Partner, Mr. Binod Kumar Gupta (ACS No. 12965, CP No. 3242), as Secretarial Auditors of the Company for a term
of 5 (Five) consecutive financial years commencing from FY 2025-26 till FY 2029-30, subject to approval of the
Members at the ensuing AGM.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith and marked as
Annexure - II to this report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Disclosure relating to Cost Audit and Cost Records

Compliances related to Cost Audit and maintenance of cost records are not applicable to the Company.

Disclosure as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014

The disclosure regarding the difference in valuation between a one-time settlement and valuation for obtaining
loans from banks or financial institutions in accordance with Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014,
as amended, is not applicable to the Company.

Particulars of Loans, Investments and Guarantees

During the financial year 2024-25, the Company has not made any investment, has not given any loans, has not
provided any guarantees, has not provided any security in connection with any loan, has not acquired securities by
way of subscription, purchase or otherwise, in excess of the thresholds provided in Section 186 of the Companies
Act, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 are given in Annexure-III, forming part of this Report.

Managerial Remuneration, Particulars of Employees and related disclosure

Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-IV.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Annual Report, excluding the information
on remuneration of employees in terms of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (as amended), is being sent to the Members of the Company and others
entitled thereto. The said information would be available for inspection, by Members, at the Registered Office
of the Company or through electronic mode, during business hours on all working days upto the date of the
44th AGM of the Company. Any member interested in obtaining a copy thereof may write in this regard to the
Company Secretary of the Company by sending an email to [email protected].

Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013

Your Company firmly believes in providing a safe, supportive and harassment free workplace for each and every
individual working for the Company through various interventions and practices and has zero tolerance for sexual
harassment at workplace. It is the continuous endeavour of the management of the Company to create and
provide an environment to all its employees that is free from discrimination and harassment including sexual
harassment. The Company has adopted a policy on Prevention of Sexual Harassment at Workplace. An Internal
Complaint Committee (ICC) with requisite number of representatives is in place to redress complaints relating

to sexual harassment, if any. The Policy is gender neutral. All employees (permanent, contractual, temporary and
management trainees) are covered under this Policy.

The Policy under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013
and rules framed there under is available in the website of the Company at www.khadims.com.

No complaints relating to the sexual harassment had been received during the year under report. Further, there is
no complaint lying pending with the Company as on March 31, 2025.

Annual Performance Evaluation of the Directors

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and the Listing Regulations,
based on the criteria such as number of Board and Committee meetings attended during the year, contributions
to the decision making and relevant expertise to the Board etc., the Board of Directors has carried out the annual
performance evaluation of the entire Board, Committees and all the Directors based on the criteria laid down by
the Nomination and Remuneration Committee.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Chairman of the
Company and the Board as a whole was evaluated.

Corporate Governance

A Report on Corporate Governance along with a Certificate from the Statutory Auditors confirming of corporate
governance requirements as stipulated under Listing Regulations is enclosed as Annexure - V and forms part of
this Report. The said report also contains a certificate from a Practising Company Secretary confirming that none
of the Board of Directors of the Company has been debarred or disqualified from being appointed or continuing
as a Director of the Company as prescribed under Listing Regulations.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation
34 of the Listing Regulations is presented in a separate section forming a part of this Report.

Cautionary Statement

Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing
the Company''s objectives, projections, estimates and expectations, may constitute ''forward looking statements''
within the meaning of applicable laws and regulations. Although the expectations are based on reasonable
assumptions, the actual results might differ.

Acknowledgement

Your Directors are thankful for all the guidance, support and assistance received from the financial institution,
banks, merchant bankers, legal consultants, registrar, government authorities, customers and vendors during the
year under review and look forward for the long-term future with confidence, optimisms and full of opportunities.

Your Directors also acknowledge the continued cooperation received from all the esteemed investors and
shareholders and the confidence reposed by them.

Your Directors place on record their deep sense of appreciation for the continuous hard work, dedication,
contribution and commitment by executives, staffs and workers at all levels of the Company.

For and on behalf of the Board of Directors

Siddhartha Roy Burman

Place: Kolkata Executive Chairman

Date: May 20, 2025 DIN: 00043715

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Mar 31, 2024

The Directors are pleased to present the 43^rd Annual Report on the business and operations of Khadim India Limited (“the Company”) together with the Audited Financial Statements for the financial year ended March 31, 2024.

Financial Highlights

The Financial Highlights are set out below:

In '' million

Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	6,149.04	6,602.64	6,149.04	6,602.64
Other Income	90.24	174.76	90.24	174.75
Total Income	6,239.28	6,777.40	6,239.28	6,777.39
Less: Expenditure	5,439.63	5,877.70	5,439.26	5,877.40
Profit before Depreciation, Interest and Tax	799.65	899.70	800.02	899.99
Depreciation	404.44	383.71	404.44	383.71
Interest	313.02	290.57	313.02	290.57
Profit before Tax	82.19	225.42	82.56	225.71
Provision for Taxation
- Current and deferred Tax	19.41	50.64	19.40	50.64
Profit for the year after Tax	62.78	174.78	63.16	175.07

Dividend

Considering the inadequacy of profits during the financial year ended March 31, 2024, the Board of Directors of the Company has not proposed any dividend on equity shares.

General Reserve

No amount has been transferred to the General Reserve for the financial year ended March 31, 2024.

Operations and State of Company’s Affairs

On a standalone basis, the revenue generated from operations for the financial year 2023-24 stood at '' 6,149.04 million, which was lower by 6.87% compared to the previous financial year 2022-23. The profit after tax for the year is '' 63.16 million in comparison to profit after tax of '' 175.07 million for the previous financial year.

The details of Company''s affairs have been included in the Management Discussion and Analysis Report, forming part of this report.

Internal Controls

The details in regard to Internal Financial Controls and its adequacy are included in the Management Discussion & Analysis Report, which is a part of this Report.

Employee Stock Option Plan

There has been no material change in the Employee Stock Option Plan 2017 (“ESOP 2017”) during the year under report. Disclosures with respect to ESOP 2017 as required under relevant Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available in the Notes to the Financial Statements.

Approval of the members by way of a Special Resolution had been obtained on May 07, 2021 (vide Postal Ballot Notice dated March 25, 2021) for formulation and implementation of Khadim Employee Stock Option Plan 2021 (“ESOP 2021”). However, no options have been granted post approval.

The certificate from M/s. BKG & Company, Company Secretaries (Firm Registration No. S2004WB868500), Secretarial Auditor of the Company, with respect to the implementation of the Company''s ESOP 2017 and ESOP 2021 would be available for inspection by the shareholders during the ensuing Annual General Meeting. A copy of the same will also be available for inspection at the registered office of the Company.

Fully Convertible Equity Share Warrants

In accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations), the Board of Directors of the Company in its meeting held on November 24, 2023 had approved the issuance of 4,08,768 Fully Convertible Equity Share Warrants (''Warrants'') [i.e., one fully paid up Equity Share upon conversion of every one Warrant held] of the face value of '' 10/- (Rupees Ten Only) each of the Company, at an exercise price of '' 365/- (including a premium of '' 355/-), aggregating upto '' 149.20 million for cash, on preferential basis to the persons belonging to Promoter / Promoter Group and Non - Promoter category.

Upon receipt of approval by the shareholders of the Company vide Extra-Ordinary General Meeting held on December 23, 2023 and on receipt of in-principle approvals from the Stock Exchanges, such Warrants were allotted on February 02, 2024 post receipt of an aggregate consideration of '' 37.30 million from the said allottees, towards minimum 25% of the total consideration of the Warrants.

Subsequently, on receipt of balance 75% of the total consideration of the Warrants, the Board of Directors of the Company had allotted 1,64,384 Equity Shares on March 22, 2024 pursuant to conversion of equivalent number of Warrants allotted to one of the Promoters of the Company on preferential basis, as aforesaid, out of total 4,08,768 Warrants.

There was no deviation or variation in the utilisation of proceeds raised through issuance of Warrants on preferential basis, by the Company as on the date of this Report.

Share Capital

The Authorized Share Capital of your Company is '' 60,00,00,000/- divided into 6,00,00,000 Equity Shares of face value of '' 10/- each.

The Issued, Subscribed and Paid-up Share Capital of your Company is '' 18,13,39,980/- divided into 1,81,33,998 Equity Shares of face value of '' 10/- each.

Changes in Share Capital, if any

Consequent to allotment of 1,64,384 Equity Shares on March 22, 2024 pursuant to conversion of equal number of Warrants allotted to one of the Promoters of the Company on preferential basis as aforesaid, the Issued, Subscribed and Paid-up Share Capital of the Company increased from '' 17,96,96,140/- divided into 1,79,69,614 Equity Shares of face value of '' 10/- each to '' 18,13,39,980/- divided into 1,81,33,998 Equity Shares of face value of '' 10/- each.

The Equity Shares so allotted rank pari-passu with the existing fully paid-up Equity Shares of the Company including dividend and voting rights, etc.

Except as stated herein, there was no other change in the share capital of the Company as on the date of this Report.

Change(s) in the nature of the business

There has been no change(s) of business of the Company or in the nature of business carried on by the Company during the financial year under review.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date on which this Report has been signed.

Significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Company’s operations in future

During the year under review, no significant and material orders have been passed by the regulators / courts / tribunals that may impact the going concern status and the operations of the Company in future.

Scheme of Arrangement

A Scheme of Arrangement between Khadim lndia Limited (the “Company” or "Demerged Company”) and KSR Footwear Limited ("Resulting Company” or "KFL”) and their respective shareholders and creditor under Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013 (''Scheme”), was approved by the Board of Directors of the Company and KFL at their respective meetings held on September 29, 2023. The Scheme, inter alia, provides for the demerger, transfer and vesting of the Demerged Undertaking (as defined in the Scheme) of the Company into the Resulting Company, on a going concern basis.

In consideration, KFL, to issue its equity shares to the equity shareholders of the Company, in the ratio of 1 (One) equity share of KFL of the face value of '' 10/- each fully paid-up for every 1 (One) equity share of the face value of '' 10/- each fully paid-up held in the Company as on the record date.

Further, upon the Scheme becoming effective, the equity shares held by the Company in KFL shall be reduced and cancelled and the shareholders of the Company are and will upon demerger, be the ultimate economic beneficial owners of KFL in the same proportion as they hold shares in the Company. Accordingly, the shares of KFL would also be listed on the stock exchanges i.e., BSE Limited and National Stock Exchange of India Limited, where the shares of Khadim India Limited are presently listed.

While the Stock Exchanges have given their respective No Objections on April 30, 2024, the Scheme is subject to other requisite approvals including approval of the National Company Law Tribunal, Kolkata Bench.

Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016

During the year under review, no Corporate Insolvency Resolution application was made or proceeding was initiated by / against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application or proceeding by / against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on March 31, 2024.

Subsidiaries, Joint Ventures and Associate Companies

The Company has a Wholly-owned subsidiary in Bangladesh in the name of Khadim Shoe Bangladesh Limited.

Further, during the year under review, the Company has incorporated a company as its Wholly-owned Subsidiary company namely, KSR Footwear Limited, on August 22, 2023, solely for the purpose of Demerger of its distribution business, as stated above.

There are no other associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of the Company''s subsidiary in Form No. AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary companies, are available on the website of the Company www.khadims.com at the link https://www.khadims.com/subsidiary-financial-khadim.

Deposits

The Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no unclaimed / unpaid matured deposits or interest thereon was due as on March 31, 2024.

Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act, 2013, your Company has duly constituted a CSR Committee and the Company''s policy on CSR is available on the Company''s website www.khadims.com.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII thereof and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company did not fall under the purview of undertaking CSR activities during the financial year 2023-24, as the average net profit of the three immediately preceding financial years was negative.

The Annual Report on CSR for the financial year ended March 31, 2024 along with the composition of CSR Committee is marked as Annexure - I and forms part of this Report.

Risk Management

The Company''s Risk Management Policy recognizes that risk is an integral part of any business and the Company is committed to manage the risk in a proactive and efficient manner.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower policy and it has established adequate vigil mechanism for its employees and directors to report concern about unethical practice. No person has been denied access to the Chairman of the Audit Committee. The latest Vigil Mechanism / Whistle Blower Policy is available at https://www.khadims.com/policv-on-vigil-mechanism/.

Directors and Key Managerial Personnel

Your Company''s Board is duly constituted in compliance with the requirement of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The Independent Directors have confirmed that they meet with the criteria of independence as required under sub section 7 of Section 149 of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations.

The Board is also of the opinion that Independent Directors meet with the criteria of independence under sub section 6 of Section 149 of the Act and Regulation 16(1)(b) of the Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

All the Independent Directors have registered themselves / renewed their registration pursuant to the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019.

The Board confirms that the Independent Directors also meet the criteria of integrity, expertise and experience (including the proficiency) in terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

Following re-appointment of Directors had been made during the year:

i. Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Ritoban Roy Burman (DIN: 08020765), Non - Executive Non-Independent Director, retired by rotation and re-appointed at the AGM held on September 21, 2023.

ii. The Members of the Company at the AGM held on September 21, 2023 has also approved the re-appointment of Mr. Siddhartha Roy Burman (DIN: 00043715) as “Chairman & Managing Director” of the Company for a further period of 3 (Three) consecutive years, commencing from April 01, 2024 till March 31, 2027.

Mr. Siddhartha Roy Burman (DIN: 00043715), Chairman & Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. Your Directors recommend his re-appointment at the ensuing Annual General Meeting.

The brief profile of Mr. Siddhartha Roy Burman and other relevant information under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings with respect to Director seeking re-appointment would be provided in the Notice convening Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:

a) Mr. Siddhartha Roy Burman, Chairman & Managing Director;

b) Mr. Rittick Roy Burman, Whole-time Director;

c) Mr. Indrajit Chaudhuri, Chief Financial Officer; and

d) Mr. Abhijit Dan, Company Secretary & Head-Legal.

Familiarisation Programme for Independent Directors

The Company has put in place an Induction and Familiarisation Programme for Independent Directors of the Company. The details of such Familiarization Programme are mentioned in the Report on Corporate Governance, which forms part of this Annual Report and the same is available at the link https://www.khadims.com/ familiarization-programme-independent-director/.

Separate Meeting of Independent Directors

In terms of requirements of Schedule IV of the Companies Act, 2013 and the Listing Regulations, the meetings of Independent Directors were separately held on September 29, 2023; November 10, 2023 and March 29, 2024 during the year under report.

Company’s Policy on Appointment and Remuneration of Directors

The Company has been following a policy namely “Nomination and Remuneration Policy” with respect to appointment and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel. The appointment of Directors, KMP and Senior Management Personnel is subject to the recommendation of the Nomination and Remuneration Committee (NRC).

Based on the recommendation of the NRC, the remuneration of Executive Director comprises of Basic Salary, Perquisites, Allowances and Commission in accordance with the provisions of the Companies Act, 2013. The remuneration of Non-Executive Directors comprises of sitting fees and commission in accordance with the provisions of Companies Act, 2013.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is in conformity with the requirement of Section 178(3) of the Companies Act, 2013 and the Listing Regulations. The objectives and key features of this Policy are:

1. Formulate the criteria for determining qualifications, competencies, positive attributes and independence of the Directors, Key Managerial Personnel (KMP) and Senior Management Personnel and recommend to the Board, a policy relating to the remuneration of Directors, Key Managerial Personnel and other employees.

1A. For every appointment of an Independent Director, the Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. Use the services of an external agencies, if required;

b. Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. Consider the time commitments of the candidates.

2. Devising a policy on Board diversity;

3. Identifying persons who are qualified to become Directors and persons who may be appointed in Key Managerial and Senior Management;

4. Directors'' induction and continued updation as and when required of their roles, responsibilities and liabilities;

5. Formulation of criteria for performance evaluation of the Board, its Committees and Directors including Independent Directors / Non-Executive Directors;

6. Aligning the remuneration of Executive Directors, Key Managerial Personnel and Senior Management Personnel with the Company''s financial position, industrial trends, remuneration paid by peer companies etc.; and

7. Recommend to the Board all the remuneration in whatever form, payable to the Senior Management.

The guiding principles of the Policy are:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www.khadims.com and is available at the link https://www.khadims.com/policy-on-nomination-remuneration-committee/.

Meetings of the Board

During the year, 7 (Seven) meetings of the Board were held. The details of meetings of the Board held during the financial year 2023-24 have been provided in the Corporate Governance Report which forms part of the Report.

Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report which is a part of this Report.

Extract of Annual Return

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the Company''s website www.khadims.com at https://www.khadims.com/mgt-9.

Particulars of contracts and arrangement with Related Parties

All transactions entered by the Company with Related Parties during the financial year 2023-24 as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 were held in the Ordinary Course of Business and at Arm''s Length pricing basis. There were no materially significant transactions with Related Parties during the financial year 2023-24, which were in conflict with the interest of the Company. Suitable disclosures as required under Ind AS-24 have been made in the Notes to the financial statements.

Accordingly, the disclosure in Form AOC-2, pursuant to section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. The policy on Related Party Transactions can be accessed on the website of the Company www.khadims.com.

Secretarial Standards

The Company has devised adequate systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are operating effectively.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 (“the Act”), your Directors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Directors had selected such accounting policies and applied them consistently and made judgements 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 March 31, 2024 and of the Profit of the Company for the year ended on that date;

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

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

e) proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended March 31, 2024.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported, any incident of fraud committed in your Company by its Officers or Employees, to the Audit Committee and / or to the Board under Section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

Auditors

M/s. Ray & Ray, Chartered Accountants (Firm Registration No.: 301072E) was appointed by the Members of the Company at the 40^th Annual General Meeting as Statutory Auditors of the Company for a term of 5 (Five) consecutive years commencing from the conclusion of the Annual General Meeting held on September 28, 2021 till the conclusion of the 45th Annual General Meeting to be held in the financial year 2026-27.

The Auditors'' Report on the Annual Accounts of the Company forms part of the Annual Report of the Company. The Auditors'' Report does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with relevant Rules made thereunder, the Company had re- appointed M/s. BKG & Company, Company Secretaries, represented by its Partner, Mr. Binod Kumar Gupta (ACS No. 12965, C. P. No. 3242), to conduct the Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith and marked as Annexure - II to this report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

Although the Company is not covered under the purview of compulsory cost audit as per the Companies Act, 2013, your Company would avail the services of the Cost Auditor for the financial year 2024-25.

Disclosure as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014

The disclosure as per Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, as amended, is not applicable to the Company.

Particulars of Loans, Investments and Guarantees

During the financial year 2023-24, the Company has not made any investment, has not given any loans, has not provided any guarantees, has not provided any security in connection with any loan, has not acquired securities by way of subscription, purchase or otherwise, in excess of the thresholds provided in Section 186 of the Companies Act, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure-III, forming part of this Report.

Managerial Remuneration, Particulars of Employees and related disclosure

Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-IV and V respectively.

Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company firmly believes in providing a safe, supportive and harassment free workplace for each and every individual working for the Company through various interventions and practices and has zero tolerance for sexual harassment at workplace. It is the continuous endeavour of the management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on Prevention of Sexual Harassment at Workplace. An Internal Complaint Committee (ICC) with requisite number of representatives is in place to redress complaints relating to sexual harassment, if any. The Policy is gender neutral. All employees (permanent, contractual, temporary and trainees) are covered under this Policy.

The Policy under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed there under is available on the website of the Company at www.khadims.com.

No complaints relating to the sexual harassment had been received during the year under report.

Annual Performance Evaluation of the Directors

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and the Listing Regulations, based on the criteria such as number of Board and Committee meetings attended during the year, contributions to the decision making and relevant expertise to the Board etc., the Board of Directors has carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the criteria laid down by the Nomination and Remuneration Committee.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Chairman of the Company and the Board as a whole was evaluated.

Corporate Governance

A Report on Corporate Governance along with a Certificate from the Statutory Auditors confirming of corporate governance requirements as stipulated under Listing Regulations is enclosed as Annexure - VI and forms part of this Report. The said report also contains a certificate from a Practising Company Secretary confirming that none of the Board of Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director of the Company as prescribed under Listing Regulations.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming a part of this Report.

Cautionary Statement

Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

Acknowledgement

Your Directors are thankful for all the guidance, support and assistance received from the financial institution, banks, merchant bankers, legal consultants, registrar, government authorities, customers and vendors during the year under review and look forward for the long-term future with confidence, optimisms and full of opportunities.

Your Directors also acknowledge the continued cooperation received from all the esteemed investors and shareholders and the confidence reposed by them.

Your Directors place on record their deep sense of appreciation for the continuous hard work, dedication, contribution and commitment by executives, staffs and workers at all levels of the Company.

For and on behalf of the Board of Directors

Siddhartha Roy Burman

Place: Kolkata Chairman & Managing Director

Date: May 24, 2024 DIN: 00043715

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Mar 31, 2018

The Directors are pleased to present the 37th Annual Report on the business and operations of Khadim India Limited (“the Company”) together with the Audited Financial Statements for the financial year ended March 31, 2018.

Financial Highlights

The financial performance of the Company for the year ended March 31, 2018 is summarized below: -

(In Rs. million)

Particulars	2017-2018	2016-2017
Revenue from Operations	7487.06	6105.98
Other Income	92.64	51.23
Profit before Depreciation, Interest, and Tax	849.46	696.54
Depreciation	156.17	156.57
Interest	123.68	134.63
Profit before tax	569.61	405.34
Provision for Taxation - Current and deferred Tax	190.60	98.97
Profit for the year after tax	379.01	306.37

Dividend

The Directors of your Company are pleased to recommend a dividend of Rs. 1/- per equity share of the face value of Rs. 10/- each for the financial year ended March 31, 2018, subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting. The total cash out flow on account of the dividend payment would be Rs. 1,79,65,197/- (Rupees One Crore Seventy Nine Lakh Sixty Five Thousand One Hundred Ninety Seven only).

General Reserve

No amount has been transferred to the General Reserve for the financial year ended March 31, 2018.

Operations and State of Company’s Affairs Operations

Your Company recorded a turnover of Rs. 7487.06 million for the financial year ended March 31, 2018, in comparison to Rs. 6105.98 million during the financial year ended March 31, 2017, registering 22.62% growth over the same period in the previous year.

Your Company’s net profit increased by 23.71% for the financial year ended March 31, 2018, in comparison with the previous financial year ended March 31, 2017. In absolute terms the net profit for the financial year ended March 31, 2018 stood at Rs. 379.01 million in comparison to Rs. 306.37 million during financial year ended March 31, 2017.

Retail Business

In Retail Business your Company has opened 89 new footwear retail stores including 68 Exclusive Branded Outlets (EBOs) /Branded Outlets (BOs) and 21 Company Owned and Operated Outlets (COOs) during the year under review. The turnover from Retail Business operations of the company is Rs. 4989.35 million which constitutes 67% of the total turnover of the Company.

Like previous years the Company took definite steps to spread its business in western and northern India as a calculated measure to be recognized as a true pan India Brand. As a result the non-eastern presence grew to 34% during the year under review.

The Company has a time-tested policy for opening of retails and monitoring post opening performances of retails based on various parameters. Based on that the Company has been tracking the performance of the new retails stores opened during the year under review.

Distribution Business

The distribution business of your Company showed steady growth during the year under review. In 2017-18, the turnover from the distribution business touched Rs. 1763.90 million, with a growth of 37% over the previous financial year. While Bengal and the North-Eastern parts of the country continued to remain the major contributors to the business of the Company, other parts of the country like Uttar Pradesh, Bihar and Orissa, have started contributing steadily. The number of the distribution channel partners has crossed 400 this year. Overall the Distribution Business has shown growth both in turnover and contribution.

Manufacturing

During the Financial Year 2017-18, around 2.40 Crore pairs of footwear were produced utilizing the facilities in Panpur and Kasba Factories as against 1.85 Crore pairs in the financial year ended on March 31, 2017, resulting an overall growth of around 30% in production.

Procurement

Procurement plays a very vital role in the growth of your business. To this end the Procurement Team under the aegis of the Supply Chain Management team has taken various measures for efficient vendor management to cater to the ever-growing demand of products. Some of the special initiative being taken are upgradation of the production scale of vendors, selection of structured suppliers with reduced lead time, controlling of the sourcing of raw-material at vendors’ end to ensure timely delivery of the raw material at vendor’s end.

Keeping in pace with the current fashion trend, exclusive product ranges in competitive prices are being launched. In order to reduce complaints, multi-layer quality control process has been implemented to improve the quality.

Supply Chain Management

The main backbone of the business of your Company is supply chain. Efficient supply chain management helps the Company to grow in its various business vertical. To this end the Supply Chain Management team has taken various measures to improve the delivery time and effective utilization of warehouse space. Separate warehouse is being maintained at Titagarh DC for e-Commerce channel considering the growing demand in this channel. During the financial year 2017-18, a new warehouse has been established at Patna and it has started working successfully with greater sales & optimum inventory level. Manual intervention at the warehouse level is being curtailed to reduce error in receipt and dispatch.

Brand and Marketing

During the year 2017-18, Khadim’s brand campaigns had been focussed both at state and national level. Elaborate outdoor campaigns in specific markets helped brand Khadim’s to get more mileage in terms of visibility.

The Retail stores in all regions benefitted from the continued support of Print and Outdoor campaigns during the peak sale periods. Wedding campaigns in Bihar and UP and Back-to-School campaigns in entire South India targeted towards local customers witnessed a different type of communication that broke away from the regular summer and festive campaigns. These zonal activities not only gave brand Khadim’s the desired exposure but also helped to boost sales during the respective seasons. During the festive seasons such as Pre-Puja in entire East and Pre-Diwali across India had immense Print Advertisement support along with Outdoor Hoardings.

Social media branding activities by outsourced digital agency has also resulted in wider exposure and awareness of the brand.

The Company’s association and sponsorship of team KKR in the tenth IPL season and subsequent in-store activity has supported our retail stores and distribution business as well.

The e-commerce business of the Company, that currently comes under the brand vertical is, in its nascent stage, your Company sees this segment more as a marketing tool and a mode to reach unserved areas. Tie-up with major online players like Flipkart, Amazon and Snapdeal has started giving results both in terms of revenue and visibility. The Online marketplace is still evolving in India and your Company is keeping a close watch on the recent developments. Increased participation or otherwise, in this segment shall depend on the evolution of the online market as a whole.

Finance

During the year, the Company raised funds by way of an Initial Public Offer (IPO) which helped in improving the liquidity position and reduction of debt levels and hence achieved major savings in its interest expense. The Company managed to repay all the longterm loans availed from its bankers. Also, the external credit rating assigned by ICRA and CARE was maintained at A-.

Adoption of IND AS

During the year under review, the Companies (Indian Accounting Standards) Rules, 2015 issued by the Central Government, in exercise of the powers conferred under Section 133 read with Section 469 of the Companies Act, 2013 and sub-section (1) of Section 210A of the Companies Act, 1956 became applicable to the Company for preparation of its financial statements and accordingly your Company has adopted Indian Accounting Standard (“Ind AS”).

Internal Audit & Internal Control

The Company maintains adequate internal control systems and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses.

Further, your Company has an adequate system of Internal Financial Controls, which includes policies and procedures pertaining to maintenance of records containing reasonable details, accurate and fair reflections of financial transactions and dispositions of the assets of the Company.

The Internal Audit team of the Company has effective system of monitoring financial transactions and operational functions on a continuous basis to prevent revenue leakage. In discharging the responsibilities, the Internal Audit team constantly evaluates the Internal Controls and its effectiveness in different functional areas with necessary recommendations with implementations for the needed modifications.

Human Resource Management

Your Company understands the importance of its Human Resource and its efficient management. To this end, the Human Resource Function of your Company focuses on aligning the Human Resource function with the business needs in order to deliver right service to the end user.

The focus of your Company has been to acquire, manage and develop the right-fit employees with diverse background and build a performance-based culture. Your Company has partnered with reputed institutes in footwear / retail domain and has established a strong brand name by suitably placing their candidates. Focused hiring and development strategy have rendered expected results with positive impact on the overall business. In order to create a strong back up of quality resources for the future, during the year under review, certain employees were identified as having high potential and were put under a focussed development module through education, exposure and experience. Your Company has implemented reward and recognition policy across the organisation and has rendered priority on overall employee motivation, to develop sense of positive engagement and commitment.

Information Technology

During the financial year 2017-18, your Company has successfully implemented Goods and Service Taxes across all locations including its dealers and distributors. With this implementation, the Company is in compliant with the legal requirements of the Goods and Service Taxes. During the year under review, the Company continued with its licensing of softwares and usual maintenance of its servers. Apart from these, the card-based employee discount program has been converted into employee-contact number based loyalty program. Web based attendance management system for outsourced employees has been implemented by the Company during the year under report.

Initial Public Offer (IPO)

During the year under review, the Company successfully made its Initial Public Offer (‘IPO’) of 72,40,759 equity shares, which include a fresh issue of 6,66,666 Equity Shares of Rs. 10/- each for raising funds for the Company to the tune of Rs. 50,00,00,000/- (Rupees Fifty Crore only) and an offer for sale of 65,74,093 Equity Shares comprising of 7,22,000 shares by Mr. Siddhartha Roy Burman, Promoter and Chairman & Managing Director and 58,52,093 shares by the Private Equity Partner Reliance Alternative Investments Fund - Private Equity Scheme I (acting through its trustee, Fairwinds Trustee Services Private Limited) (hereinafter referred to as “the Private Equity Partner”). With the exit of the Private Equity Partner, the Company and the Promoters have complied with the requirement of providing exit to the Private Equity Partner as per the provisions of the Share Subscription & Purchase Agreement dated September 20, 2013.

Subsequent to the completion of the IPO, the paid up Equity Share capital of the Company got increased from Rs. 17,29,85,310 to Rs. 17,96,51,970. The Company’s Equity shares got listed on BSE and NSE on 14th November, 2017 and are currently available for trading.

There is no deviation in the utilisation of the Proceeds from the objects stated in the prospectus.

Employee Stock Option Plan 2017

Your Company has instituted the Khadim Employee Stock Option Plan, 2017 (“ESOP 2017” / “Plan”) for issue of up to 1,86,465 options to eligible employees which may result in issue of up to 1,86,465 Equity Shares in terms of the ESOP 2017. The Company had granted 62,876 options to the eligible employees of the Company during the year under report. As per ESOP 2017, the Vested Options can be exercised by an eligible employee within the exercise period of 5 (Five) years from the date of such vesting, or such other period as provided in the ESOP 2017 and determined by the Board or relevant Committee.

Share Capital

The paid up Equity Share Capital as on March 31, 2018 was Rs. 17,96,51,970 divided into 1,79,65,197 Equity shares of face value of Rs. 10/- each.

Change(s) in the nature of the business

There has been no change(s) of business of the Company or in the nature of business carried on by the Company during the financial year under review.

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 and commitments affecting the Financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date on which this Report has been signed.

Significant and material orders passed by the regulators/courts/tribunals impacting the going concern status and the Company’s operations in future

During the year under review, no significant and material orders have been passed by the regulators / courts / tribunals that may impact the going concern status and the operations of the Company in future.

Subsidiaries, joint ventures and associate companies

The Company does not have any subsidiary company / associate company / joint venture company.

Deposits

During the year under review, the Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. The Company has no unclaimed / unpaid matured deposit or interest due thereon.

Corporate Social Responsibility

Your Company Believes that Corporate Social responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interst of its stakeholders. As per the requirements of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibilities (“CSR”) your Company has duly constituted a Corporate Social Responsibility Committee (“CSR Committee”).

The CSR Policy of the Company framed under the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is available on the Company’s website www.khadims.com. The Annual Report on CSR activities for the financial year ended March 31, 2018 along with the composition of CSR Committee is marked as Annexure - I and forms part of this Report.

Risk Management Policy

Your Company recognizes that risk is an integral part of any business and is committed to manage the risk in a proactive and efficient manner. The Board has approved a Risk Management Policy which outlines the risk management framework for the various functions of the Company to identify and assess various kinds of risks, such as operational, strategic, resources, security, industry, regulatory compliance and other risks and put in place an adequate risk management infrastructure capable of mitigating these risks. As per the said Policy, a Risk Management Committee of the Board has been entrusted with the roles and responsibilities to formulate, monitor and review risk management plans of the Company.

Vigil Mechanism and Whistle Blower Policy

Your Company is committed to highest standards of ethical, moral and legal conduct of its business. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standard of professionalism, honesty, integrity and ethical behavior, the Company has adopted a comprehensive Vigil Mechanism / Whistle Blower Policy in compliance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [hereinafter referred to as the “SEBI (LODR) Regulations”]. A (LODR) revised Vigil Mechanism / Whistle Blower Policy has been adopted by the Company duly approved by the Board in its meeting held on June 15, 2017. The policy provides for a framework and process whereby concerns can be raised by its Employees/ Directors or any other person against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

The revised Vigil Mechanism / Whistle Blower Policy has been uploaded in the website of the Company www.khadims.com and the same is available at the link https://www.khadims.com/poiicy-on-vigii-mechanism/.

Directors and Key Managerial Personnel

Your Company’s Board is duly constituted in compliance with the requirement of the Companies Act, 2013, and the SEBI (LODR) Regulations.

During the year under review, the following Directors appointed / resigned from the Board of Directors of the Company viz.:

S.No.	Name of the Director	Designation	Appointment Date	Resignation Date
1.	Mrs. Tanusree Roy Burman (DIN:01582508)	Whole-Time Director	-	April 30, 2017
2.	Mr. Srinivasan Sridhar (DIN:00004272)	Non- Executive, Independent Director	May 25, 2017	October 06, 2017
3.	Prof. (Dr.) Surabhi Banerjee (DIN:07829304)	Non- Executive, Independent Director	May 25, 2017	-
4.	*Ms. Namrata Ashok Chotrani (DIN: 00390845)	Non- Executive, Nominee Director (representing Reliance Alternative Investments Fund - Private Equity Scheme - I, acting through its Trustee Fairwinds Trustees Services Private Limited)		November 21, 2017
5.	Mr. Vinayak Vishwanath Kamath (DIN:02540608)	Non- Executive, Nominee Director (representing Reliance Alternative Investments Fund - Private Equity Scheme - I, acting through its Trustee Fairwinds Trustees Services Private Limited)		November 21, 2017

6.	*Ms. Namrata Ashok Chotrani (DIN: 00390845)	Additional Director (Non-Executive, Non-Independent)	December 14, 2017
7.	Mr. Ritoban Roy Burman (DIN: 08020765)	Additional Director (Non-Executive, Non-Independent)	December 14, 2017	-
8.	Prof. Ashoke Kumar Dutta (DIN: 00045170)	Non- Executive, Independent Director	-	March 26, 2018
9.	Mr. Alok Chauthmal Churiwala (DIN: 02043221)	Additional Director (Non-Executive, Independent)	May 11, 2018	-

* Ms. Namrata Ashok Chotrani (DIN: 00390845) resigned as Nominee Director, representing Reliance Alternative Investments Fund - Private Equity Scheme -1, acting through its Trustee Fairwinds Trustees Services Private Limited w.e.f. November 21,2017 and was appointed as Non - Executive, Non Independent Director w.e.f. December 14,2017.

As per Section 161 of the Companies Act, 2013, Ms. Namrata Ashok Chotrani, Mr. Ritoban Roy Burman and Mr. Alok Chauthmal Churiwala will hold Office upto the date of the ensuing Annual General Meeting (AGM) of your Company and they are proposed to be appointed as Directors of the Company.

A brief profile of Ms. Namrata Ashok Chotrani, Mr. Ritoban Roy Burman and Mr. Alok Chauthmal Churiwala along with the necessary disclosures has been annexed to the Notice convening the ensuing AGM.

None of the Directors of the Company is disqualified to be a Director of the Company on account of non-compliance with any of the provisions of the Companies Act, 2013, as applicable.

Director liable to Retirement by Rotation

Mr. Siddhartha Roy Burman (DIN:00043715), retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. The brief resume of Mr. Siddhartha Roy Burman and other information under Regulation 36 of the SEBI (LODR) Regulations and Secretarial Standard on General Meeting (SS-2) with respect to the Director seeking re-appointment has been provided in the Notice convening AGM. Your Directors recommend his re-appointment at the ensuing AGM.

Appointment and Resignations of Key Managerial Personnel during the Financial Year ended 2017-18

The Board of Directors at its meeting held on March 26, 2018, has approved the appointment of Ms. Ishani Ray as the Chief Executive Officer (CEO) of the Company, effective from April 01, 2018. Prior to this Ms. Ray was the Chief Financial Officer (CFO) of the Company.

At the same meeting on March 26, 2018, the Board of Directors has approved the appointment of Mr. Indrajit Chaudhuri as the CFO of the Company, effective from April 01, 2018. Prior to this,

Mr. Chaudhuri was the General Manager- Commercial & Strategic Planning of the Company.

Mr. Siddhartha Roy Burman, Chairman & Managing Director,

Ms. Ishani Ray, CEO, Mr. Indrajit Chaudhuri, CFO and Mr. Abhijit Dan, Company Secretary and Head - Legal of the Company continue to be the Key Managerial personnel of your Company under the relevant provisions of the Companies Act, 2013.

Familiarisation Programme for Independent Directors

Pursuant to the requirement of Regulation 25(7) of the SEBI (LODR) Regulations, the Company needs to formally arrange Familiarization Programme for Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of such Familiarization Programme for Independent Directors are mentioned in the Report on Corporate Governance, which forms part of this annual report.

Statements of declaration on Independence given by Independent Directors

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

Separate Meeting of Independent Director

In terms of requirements of Schedule IV of the Companies Act, 2013, the Independent Directors of the Company met separately on June 15, 2017 and November 21, 2017, to inter alia review the performance of Non-Independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board.

Company’s Policy on Appointment and Remuneration of Directors

The Company has been following a policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee (NRC). Based on the recommendation of the NRC, the remuneration of Executive Director comprises of Basic Salary, Perquisites, Allowances and Commission in accordance with the provisions of the Companies Act, 2013. The remuneration of Non-Executive Directors comprises of sitting fees and commission in accordance with the provisions of Companies Act, 2013.

Nomination and Remuneration Policy

In accordance with the provisions of Section 178(3) of the Companies Act, 2013 and the provisions of the SEBI (LODR) Regulations, the Company has a Remuneration Policy in place. The objectives and key features of this Policy are:

- Formulation of the criteria for determining qualifications, positive attributes and independence of the Directors, Key Managerial Personnel and Senior Management Personnel;

- Devising a policy on Board diversity;

- Identifying persons who are qualified to become Directors and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy;

- Directors’ induction and continued updation as and when required of their roles, responsibilities and liabilities;

- Formulation of criteria for performance evaluation of the Board, its committees and Directors including Independent Directors/ Non-executive Directors; and

- Aligning the remuneration of Executive Directors, Key Managerial Personnel and senior management personnel with the Company’s financial position, industrial trends, remuneration paid by peer companies etc.

The guiding principles of the Policy are:

- The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

- Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

- Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www.khadims.com and is available at the link: https://www.khadims.com/policy-on-nomination-remuneration-committee/.

Meetings of the Board

During the year under review 17 meetings of the Board of Directors of the Company were held. The composition of the Board and other details relating to the Board meetings have been provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations.

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 read with rules framed thereunder viz.

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholders’ Relationship Committee; and

- Corporate Social Responsibility Committee.

The Composition of all such Committees, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the Recommendations made by the Committees were accepted by the Board.

Extract of Annual Return

The details forming part of extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, has been enclosed with this report as Annexure - II.

Particulars of contracts and arrangement with Related Parties

All transactions entered by the Company with Related Parties during the financial year 2017-18 as defined under section 2 (76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 were in the Ordinary Course of Business and at Arm’s Length pricing basis. There were no materially significant transactions with Related Parties during the financial year 2017-18, which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2, pursuant to section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. The policy on Related Party Transactions can be accessed on the website of the Company www.khadims.com and is available at the link: https:// www.khadims.com/policy-on-related-party-transaction/.

Secretarial Auditors

In terms of the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on May 11, 2018, appointed M/s. BKG & Company, Company Secretaries, 11A, Esplanade East, Kolkata-700069 as the Secretarial Auditors of the Company, to conduct the Secretarial Audit for the Financial Year ended March 31, 2019.

The Secretarial Audit Report for the Financial Year ended March 31, 2018 is annexed herewith and marked as Annexure - III to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Standards

During the year, the Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Directors’ Responsibility Statement

In terms of provisions of Section 134(5) of the Companies Act, 2013 (“the Act”), your Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

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

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

e) proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended March 31, 2018.

Statutory Auditors

M/s. Deloitte Haskins & Sells (Firm Registration No. 302009E, Chartered Accountants) was appointed as Statutory Auditors for a period of 4 years at the Annual General Meeting of the Company held on September 29, 2014, and shall hold office till the conclusion of the Annual General Meeting to be held for the financial year 2017-18 and are eligible for re-appointment for a second term of 5 consecutive years in the ensuing Annual General Meeting.

The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under SEBI (LODR) Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Necessary resolution to consider the above reappointment is included in the Notice of the 37th Annual General Meeting. The Members are requested to approve the appointment of the Statutory Auditors as aforesaid and fix their remuneration.

The Auditors’ Report on the Annual Accounts of the Company forms part of the Annual Report of the Company.

The Auditors’ Report does not contain any qualification, reservation or adverse remark or disclaimer.

Cost Auditor

Although the Company is not coming under the purview of compulsory cost audit as per the Companies Act, 2013, your Company has continued with the services of the Cost Auditor for the Financial Year 2017-2018 and for the succeeding Financial Year.

Particulars of Loans, Investments and Guarantees

During the financial year 2017-18, the Company has not made any investment, has not given any loans, has not provided any guarantees, has not provided any security in connection with any loan, has not acquired securities by way of subscription, purchase or otherwise in excess of the thresholds provided in Section 186 of the Companies Act, 2013.

Conservation of Energy, Technology absorption and Foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure - IV, forming part of this Report.

Managerial Remuneration, Particulars of Employees and related disclosure

Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure - V and VI respectively.

Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices and has zero tolerance for sexual harassment at workplace. It is the continuous endeavour of the management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on Prevention of Sexual Harassment at Workplace. An Internal Complaint Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any. The Policy is gender neutral.

All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder is available in the website of the Company at https:// www.khadims.com/poiicy-on-internai-comptiance/. No complaints relating to the sexual harassment has been received during the year under report.

Performance evaluation of the Directors

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and the SEBI (LODR) Regulations, the Board of Directors has carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the criteria laid down by the Nomination and Remuneration Committee.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

Corporate Governance

A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company confirming of corporate governance requirements as stipulated under Regulation 27 of SEBI (LODR) Regulations is enclosed as Annexure - VII and forms part of this Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of SEBI (LODR) Regulations is presented in a separate section forming part of the Annual Report.

Fraud Reporting

During the year under review, no fraud has been reported by Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

Cautionary Statement

Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing the Company’s objectives, projections, estimates and expectations, may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institution, banks, merchant bankers, legal consultants, registrar, government authorities, customers, vendors and members during the year under review. Your Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. Your Directors also wish to place on record their deep sense of appreciation for the committed service by the executives, staffs and workers of the Company.

For and on behalf of the Board of Directors

Siddhartha Roy Burman

Place: Kolkata Chairman & Managing Director

Date: May 11, 2018 DIN: 00043715

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Mar 31, 2008

The Board of Directors of your Company ("the Board") is pleased to present its report on the business and operations of your Company for the financial year ended on 31 March 2008.

FINANCIAL HIGHLIGHTS:

Rs. In 000s

2007-2008 2006-2007

Sales 1984536 1493467

Other Income 19370 10162

Profit before Depreciation, Interest, and Tax 237300 115406

Depreciation 41985 28506

Interest 68065 36881

Profit before tax 127250 50019 Provision for Taxation

Current and deferred Tax 41976 18899

Fringe Benefit Tax 2602 1642

Profit for the year after tax 82672 29478

GENERAL OVERVIEW

According to AT Kearneys Annual Global Retail Development Index (GRDI), India tops the global list for the 3rd consecutive year and the Indian retail market is the 5th largest retail destination globally and likely to increase its share in the total retail market to 22 % by 2010.

A high GDP growth rate, reduction in unemployment, high disposable income in the hands of the Great Indian Middle class and ever growing youth brigade of India coupled with a huge unorganized retail sector creates an ideal platform for an exponential growth for the organised retail sector. However, an uneven retail infrastructure due to different economic, social and political factors demands reinvention of innovative marketing and operational strategies.

Amidst stiff competitive environment, strong inflationary pressures as well as threats from the unorganised sector your Company, with the aid of its strong management policies is endeavouring to materialise its vision to reach every Indian home through its footwear business along with the LFR and gold business.

During the year under review, the turnover of your Company saw a growth of around 33% over the previous year. We have worked hard to position ourselves for continued growth in this fiscal. We are confident that our progress will continue and we will reach new heights in the years to come.

PROCUREMENT

In todays global environment, the most viable strategy is outsourcing of products. The efficiencies that are gained from outsourcing, in the form of shifting of risk, reduced capital requirements, lower wages, and ability to focus on the core competencies, strongly outweigh other options. Outsourcing forms the backbone of our business and we are making it more meaningful by refining the process day in and day out with special focus on stringent quality standards.

We are focusing on product quality improvement, through streamlining and centralizing of the procurement process with the aid of operational and technology infrastructure. Vendor selection, product standardization and outsourcing are done through a right balance of quality, speed, cost and innovation by a team of dedicated professionals to ensure that the right product reaches the end consumer at the right time and price.

The effects of steamlining have already started to show results in the form of improved gross margin over the past years.

MANUFACTURING

Research, based on diverse tastes, fashion and choice of individual consumers, forms the bedrock of footwear business. For our manufacturing activity we always rely on feedback from our customers. This helps us to find out the right product mix that we should manufacture from our factory that is mainly used for strategic manufacturing. We always thrive for quality so that our customers get reliable return on their spend. Your Company is carrying out all three individualized customer needs - fit (products near to the body), taste (design, fashion) and functionality.

During the year apart from EVA & PVC the manufacturing division emphasized on stuck on shoes for high end products.

LOGISTICS

During the year under the review, substantial expansion was made in the distribution centre located at Tangra (Kolkata, West Bengal) and the Regional Distribution Centre ("RDC") at Chennai - a major contribution to the infrastructure development of your Company that is expected to have a long lasting impact on the logistic functions of your Company. The RDC at Delhi a reached landmark when it despatched around 8 lac pairs of footwear in a span of 3 months for catering to the festive demand. To bridge the distances between the production centres and the retailers we have entered into arrangements with various logistic carriers for timely supply of inventories during peak season demands.

During the year your company has acquired around 5 acres of land in the Calcutta Leather complex in the eastern fringes of Kolkata for a state of the art Central Distribution Centre for catering stores and RDCs across the country.

BRAND AND MARKETING

Your Company is actively working on bringing out the right image of the brand "Khadims" and is in the process of creating loyal customers by extensive mass media footage through press, radio, hoardings, leaflets and also through in-store promotion campaigns.

In order to make Khadims a true national brand, business segment wise several promotional schemes are being launched throughout the year across the country keeping in mind the regional festive seasons. Amidst fierce competitive pressures, your Company is positively striving towards proving its worth to the consumers, its business partners and its value to the shareholders.

During the year new initiatives were taken to overhaul the store design and packaging apart from developing sub brands for attracting more effective footfall and to enhance gross margin.

LIFESTYLE RETAILING

It was in the month of June 2007, your Company launched "Egaro" at the two prominent locations of the twin cities of Kolkata and Howrah -a shopping experience where there is freedom of choice for the customers. With an ambience that is consumer friendly Egaro presents a robust choice of daily needs and a complete fashion wardrobe at competitive prices.

With an unique blending of premium, private label as also international brands "Egaro" showcases the epitome of new age luxury. However, being on the 2nd year of its operation and a stiff competition that is prevalent in this sector, your Company hopes to break-even in this segment of its business within the next 3 years. It has plans to open more such shops in the next two to three years.

INFORMATION TECHNOLOGY

The year 2007-08 saw a number of new and emerging technologies being introduced to support innovations, making decisions, lower costs, tap talent, realize new opportunities simultaneously ensuring minimization of data-loss, pilferage of the confidential data and increasing staff productivity. It includes the introduction of Software Asset Management (SOA) through an agreement entered with Microsoft aiming at optimization of deployment of software, reducing support cost, overhauling of the existing mail system and introduction of an upgraded version ensuring better and fast communication.

Another landmark achievement has been the implementation of ERP Solution from SAP as an organization-wide IT solution with an objective towards streamlining the supply chain i.e. both sourcing and procurement and also the introduction of a robust transaction management system and enterprise wide platform to run the operations. The ERP is expected to go - live in the later part of 2008-2009. Once it starts operating in its entirety the management expects that there will be substantial improvement in the operations and efficiency will also increase to a great extent through trend analysis, capturing customer reactions, analyzing data, and using it to optimize the next phase of the design process.

HUMAN RESOURCES

Human Resource being the backbone and greatest asset of our organization the year 2007-08 has witnessed several initiatives being taken to properly train our existing human resources, induct talent and also to ensure reduction in attrition rates which guarantees the increase in efficiency and growth, increased productivity and market reputation of the organization.

Some of the initiatives include implementation of Performance Appraisal System, Rewards & Recognition System, sector wise incentive schemes, modification and rationalization of the compensation policy etc.

INTERNAL AUDIT

The internal audit team of your Company evaluates the effectiveness of the internal control system and contribute to its ongoing effectiveness through its reporting directly to the audit committee of the board of directors. It is engaged in continuous evaluation of controls in various operational fields with building up effective and efficient controls, wherever needed, along with providing assurance on operational transactions and safeguarding of Companys assets e.g. routine verification and control over inventory, cash and operation related transactions ensuring effective risk minimization. Specific area wise Transaction Audit is being conducted in a planned manner ensuring better control on companys assets.

PARTICULARS OF EMPLOYEES

Information as per the provisions of Section 2I7(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms a part of this Report and given in Annexure A.

AUDITORS

The Statutory Auditors of the Company, M/s Ray & Ray, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting, and being eligible offer themselves for reappointment.

Furthermore, M/s Ray & Ray, Chartered Accountants, have confirmed that, if appointed, their appointment would be within the limit prescribed under Section 224(IB) of the Companies Act, 1956.

AUDITORS REPORT

The comments made by the Auditors in their Report have been duly explained in the Notes to Accounts and hence do not require to be separately dealt with here.

DIVIDEND

The Board is of the opinion that the Company should consolidate its net worth and hence thus no dividend is being recommended for the financial year ended 31 March 2008.

PUBLIC DEPOSIT

During the year, the Company has neither invited nor accepted any deposits from the Public within the meaning of Section(s) 58A, 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS

As on the date of this Report the number of members on the Board is 6 consisting 2 whole-time directors, I non- executive director and 3 non-executive Independent Director.

Mr. Satya Prasad Roy Burman, was appointed as the Chairman and Whole-time Director of the Company w.r.e.f. I April 200S for a period of 3 years from I April 200S to 31 March 2008 (both days inclusive) by the Members on 3

November 2005 at the Annual General Meeting. The appointment was formalised by way of entering into an appropriate agreement dated 3 November 2005. The said Agreement has expired on 3 I March 2008. Appropriate Resolution seeking your approval for the above is being forwarded to you through separate Notice and relative explanatory statement.

Mr. Siddhartha Roy Burman, Managing Director of the Company was appointed as such w.r.e.f. I April 2005 for a period of 3 years from I April 2005 to 31 March 2008 (both days inclusive) by the Members on 3 November 2005 at the Annual General Meeting. Thereafter, due to inadequacy of profit approval was taken from the Remuneration Committee, the Board of Directors and the Shareholders of the Company at their meetings held on 23 December 2006 and 25 January 2007 respectively for extension of the appointment of and entering into a fresh contract with Mr. Siddhartha Roy Burman, which was approved by the Central Government through its letter dated 4 March 2008, the relevant application for which was made by the Company through its letter dated 4 April 2007.

On receipt of approval of the Central Government on 4 March 2008, the fresh contract has been entered into by and between the Company and Mr. Siddhartha Roy Burman on 28 March 2008.

Furthermore, pursuant to Section 256 of the Companies Act, 1956, Prof. Amar Nath Sadhu, Director, being Director liable to retire by rotation under Section 255, retire at the AGM and being eligible offers himself for re-appointment.

The resolution seeking your approval for his appointment is being forwarded to you through appropriate Notice.

INFORMATION AS PER SECTION 2l7(l)(e) OF THE COMPANIES ACT, 1956, READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

CONSERVATION OF ENERGY

During the year under review, your Company has taken adequate measures to optimize the consumption of electricity. Loss of electricity due to leakage has been minimized by improving the insulation capacity of the water pipelines, from chillier machine to EVA injection machine as also centralisation of power supply. Electricity consumption was made effcetively to reduce wastage.

The effect of the aforesaid measures will be beneficial in the long run.

As the Company is not operating in an industry listed in the Schedule to Form A referred to in sub-clause (d) of Clause A of Rule 2 of the Companies (Disclosure Of Particulars In The Report Of Board Of Directors) Rules, 1988, the details as per Form A is not relevant.

TECHNOLOGY ABSORPTION:

Research And Development

During the year under review no R&D initiatives were taken within the meaning of the Companies (Disclosure Of Particulars In The Report Of Board Of Directors) Rules, 1988 or Accounting Standard 26.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

The Ethyl Vinyl Acetate (EVA) injection plant which was installed along with state of the art technology has helped in EVA production to a great extent. However, no specific technology was imported during last 5 years.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 2I7(2AA) OF THE COMPANIES ACT, 1956

The Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. They 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 and of the profit or loss of the Company for that period;

3. They 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. They have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the significant contribution made by the employees, who through their competence, hard work, solidarity, co-operation and support have enabled the Company to consolidate its foothold across the market.

The Directors also take this opportunity to thank the Central and various State Governments and other statutory bodies including the Registrar of Companies, West Bengal and the Ministry of Corporate Affairs, vendors, Lenders, Bankers, financial institutions and the shareholders for their consistent and uninterrupted support.

Kankaria Estate, For and on behalf of the Board

5th Floor,

6, Little Russell Street,

Kolkata- 700 071 Satya Prasad Roy Burman

Dated: 4 July 2008 Chairman

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Mar 31, 2007

Not Available