Your Directors hereby present their 56^th Annual Report on the business and operations together with the Audited
Accounts of the Company for the year ended March 31,2026.

SUMMARY OF FINANCIAL RESULTS: (Rs. in Lakhs)

Consolidated (Rs. in Lakhs

During the financial year under review, the Company recorded a Total Income of Rs. 18,173.98 lakhs as against
Rs. 8,760.23 lakhs in the previous financial year. The Company incurred a Loss of Rs. 3,119.07 lakhs for the year ended
31^st March 2026, compared to a Loss of Rs. 1,616.82 lakhs in the previous year. Despite the increase in losses, the Board
and Management are continuously taking necessary steps to improve operational efficiency, optimize costs, strengthen
business operations, and enhance the overall financial performance of the Company.

The management continues to closely monitor the business environment and implement appropriate strategies to mitigate
risks and improve profitability.

DIVIDEND

The Board of Directors of the Company has not
recommended any dividend for the financial year ended
31^st March, 2026. The Company has adopted a Dividend
Distribution Policy in accordance with the provisions
of the Companies Act, 2013 and applicable SEBI
Regulations. The Policy is available on the Company’s
website i.e www.kotharis.in.

PERFORMANCE

During the financial year under review, the management
has undertaken various initiatives to improve the
operational and financial performance of the Company
and focuses on prudent financial management and
strategic initiatives aimed at improving its overall
performance and creating long-term value for its
stakeholders.

The Board remains confident that the steps being
implemented by the management will contribute towards
improving the Company’s financial performance in the
coming years.

CHANGE IN NATURE OF BUSINESS IF ANY:

During the financial year under review, the Company
acquired the business undertaking of Parveen
Roadways, a sole proprietorship established in
1994, through a Slump Sale on a going concern
basis. Parveen Roadways is engaged in the Facility
Management and Logistics & Transportation business,
with a strong presence in the railway sector, providing
services including material handling, scrap clearance,
housekeeping, vehicle rental, ground handling, and
other allied support services.

Consequent to the aforesaid acquisition, the Company
has expanded its business operations by entering the
Facility Management and Logistics & Transportation

sectors. The acquisition is expected to diversify the
Company’s business portfolio, strengthen its service
capabilities, enhance its customer base, and contribute
positively to the Company’s turnover, profitability, and
long-term sustainable growth.

Other than the aforesaid expansion, there was no
change in the nature of the business of the Company.

PROSPECTS

The Company remains focused on strengthening
its business operations and enhancing long-term
stakeholder value through strategic initiatives and
operational excellence.

The management continues to explore opportunities for
sustainable growth by expanding its market presence,
improving operational efficiencies, and strengthening its
core businesses.

SHARE CAPITAL:

During the financial year, the Company made preferential
allotments of equity shares to Promoters and Non¬
Promoters. The particulars of such allotments are given
below.

TRANSFER TO RESERVES

Your company has not transferred any amount to the
reserves for the year ended 31 ^st March, 2026 in the
absence of profit.

MANAGEMENT DISCUSSION AND ANALYSIS &
CORPORATE GOVERNANCE:

In terms of provisions of Regulation 34 of Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations, 2015,
(hereinafter referred to as Listing Regulations) the
Management Discussion and Analysis Report is
appended as Annexure I to this report.

PARTICULARS OF EMPLOYEES:

The details of remuneration of Directors and Employees
in accordance with the provisions of 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 appended as
Annexure II to this report.

The statement containing names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report. Further, the
report and the accounts are being sent to the Members
excluding the aforesaid annexure. In terms of Section
136 of the Act, the said statement is open for inspection
and any Member interested in obtaining a copy of
the same may write to the Company Secretary at
[email protected].

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Change in Board Constitution and KMP

i) Mr. Hari Kishore CFO, resigned from his office on
16.08.2025 and Mr. V Anand was appointed as the
CFO w.e.f 28.10.2025.

ii) Mr. V Anburaj resigned from his office of Independnet
directorship w.e.f 15.05.2025.

iii) Mr. Gunasekaran, Independent Director completed
his 2^nd tenure of directorship w.e.f 29.10.2025.

iv) Mr. Gnanasambandham Venkatraghavn, was
appointed as the additional director cum Independent
Director w.e.f 05.05.2025 and subsequently
appointed as Independent director in the extra
ordinary general meeting held on 13.06.2025.

v) Mr. Ravikumar Perumal, was appointed as the
additional director cum Independent Director
w.e.f 29.10.2025 and subsequently appointed as
Independent director in the extra ordinary general
meeting held on 27.01.2026.

vi) Mrs. Priya Rao, was appointed as the additional
director cum Women Independent Director w.e.f
16.02.2026 and subsequently appointed as
Independent director through Postal ballot held on
Friday, April 24, 2026.

vii) Ms. Sulaiha Banu, was appointed as the additional
director cum Director w.e.f 20.03.2026 and
subsequently appointed as Independent director
through Postal ballot held on Friday, April 24, 2026.

(ii) Board meeting:

During the year 15 Board Meetings were held,
the details of which are given in the Corporate
Governance Report. The intervening gap between
two meetings was within the period as prescribed
under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

(iii) Declaration by Independent Directors:

The Company has received necessary declaration
from each Independent Director of the Company
under Section149(7) of the Companies Act, 2013
and Regulation 16 of the SEBI (LODR) Regulations,
2015 that the Independent Directors of the Company
continues to meet the criteria of their Independence laid
down in Section 149(6) and continue to be included
in the Data Bank maintained by the Indian Institute
of Corporate Affairs and the Online proficiency self¬
assessment test requirement pursuant to Rule 6(4) of
Companies (Appointment and Qualification of Directors)
Rules, 2014.

A policy on familiarization program for Independent
Directors has also been adopted by the Company and
is put up on the website of the company www.kotharis.
in. All new Independent Directors (IDs) included in the
Board are presented with an overview of the Company’s
business operations, products, organization structures
and about the Board Constitutions and its procedures..

During the year under review, the Independent Directors
met on 19/03/2026.

(iv) Policy on Directors’ Appointment and
Remuneration:

The Policy of the Company on Director’s Appointment
and Remuneration, including criteria for determining
qualifications, positive attributes, independence of
director and other matters provided under Section
178(3) of the Companies Act, 2013, adopted by
the Board, is posted on the website of the Company
www.kotharis.in. We affirm that the Remuneration paid
to the director is as per the terms laid out in the said
policy.

(v) Details of Key Managerial Personnel:

The following are Key Managerial Personnel:

Mr. J Rafiq Ahmed, Executive Chairman and Managing
Director

Mr. Anil Kumar Padhiali, Company Secretary and
Compliance officer
Mr. Anand V, Chief financial officer
COMPOSITION OF BOARD’S COMMITTEES:

Currently, the Board has four Committees: The
Audit Committee, the Nomination and Remuneration
Committee, the Stakeholder’s Relationship Committee
and the Risk Management Committee. All Committees
are appropriately constituted. Details of the all committee
are provided in the Corporate Governance Report.

BOARD EVALUATION:

Annual evaluation of the performance of the Board, its
Committees and of individual directors has been made,
pursuant to the section 134(3) of the Companies Act,
2013.

The Nomination and Remuneration Committee (“NRC”)
reviewed the annual performance of the individual
Directors.

In a separate meeting of Independent Directors,
performance of non-Independent Directors,
performance of the Board as a whole was evaluated.

DETAILS IN RESPECT OF FRAUDS:

During the year under review, the Statutory Auditors did
not report any instance of fraud committed against the
Company by its officers or employees under Section
143(12) of the Companies Act, 2013. Accordingly,
no disclosure in this regard is required in the Board’s
Report.

VIGIL MECHANISM:

The Company has established a robust Vigil Mechanism
to provide Directors and employees with a secure and
confidential channel to report genuine concerns relating
to unethical behaviour, actual or suspected fraud,
malpractice, or any other misconduct that may be
prejudicial to the interests of the Company.

The Whistle Blower Policy provides adequate
safeguards against victimisation of persons who avail
of the mechanism and ensures direct access to the
Chairperson of the Audit Committee in appropriate
cases.

The Company affirms that no Director or employee
has been denied access to the Audit Committee. The
Whistle Blower Policy is available on the Company’s
website at www.kotharis.in.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code for Prevention of
Insider Trading in compliance with the SEBI (Prohibition
of Insider Trading) Regulations, 2015, to regulate
dealings in the Company’s securities by its Promoters,
Directors, and Designated Persons. The Code, inter alia,
mandates pre-clearance for trading in the Company’s
securities and prohibits trading while in possession of
unpublished price sensitive information (UPSI) or during
the closure of the trading window, thereby ensuring
compliance with the applicable regulatory framework
and promoting the highest standards of corporate
governance.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provision of Section 135 of the Companies
Act, 2013, all companies having a net worth of
Rs.500 crore or more, or a turnover of Rs.1,000 crore
or more or a net profit of Rs.5 crore or more during
any financial year are required to constitute a CSR
committee and hence our Company does not meet the
criteria as mentioned above, Hence the Company has
not constituted any Corporate Social Responsibility
Committee and the provisions of Section 135 of the
Companies Act, 2013 is not applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT 2013 AND
COMPLIANCE WITH MATERNITY BENEFIT ACT 1961:

The Company has in place a Sexual Harassment Policy
in line with the requirement of the Sexual Harassment

of Women at workplace (Prevention, Prohibition and
Redressal) Act 2013. All the employees (permanent,
Contractual, temporary, Trainees) are covered under
this policy.

During the year under review, no complaints were
received falling under the category of Sexual Harassment
of Women.

* Number of sexual harassment complaints received- 0

* Number of complaints disposed of-0

* Number of cases pending for more than 90 days-0
COMPLIANCE WITH MATERNITY BENEFIT ACT 1961:

The company has complied with the provisions of
Maternity Benefit Act 1961, including all applicable
amendments and rules framed thereunder. All eligible
women employees are provided with maternity benefits
as provided under Maternity Benefit Act 1961.

DISCLOSURE UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

There was no application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 during the financial year.

SECRETARIAL AUDITOR:

In accordance with 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 Company has
appointed M/s. Santosh Senapati & Co., Practising
Company Secretaries, Chennai, as the Secretarial
Auditor to conduct the Secretarial Audit for a period
of five consecutive years from FY 2025-26 to FY
2029-30. The Secretarial Audit Report in Form MR-3 is
annexed to this Report as Annexure-III.

Comments of the Board on the qualification /reservation / adverse remarks/disclosure made:

STATUTORY AUDITORS AND AUDITORS REPORT:

The Board of Directors of the Company, in their meeting held on 31^st August, 2023, recommended the appointment
of M/s. RAY & RAY., Chartered Accountants, Chennai (FRN:301072E) as statutory auditors of the Company to hold
office from the conclusion of the 53^rd AGM till the conclusion of the Annual General Meeting to be held in the year
2028. At the 53^rd Annual General Meeting of the company held on 30^th September 2023, M/s. RAY & RAY, Chartered
Accountants were appointed as Statutory Auditors of the company to hold office till the conclusion of the Annual
General Meeting to be held in the year 2028.

The Independent Auditors’ Report on the accounts for the financial year ended 31^st March 2026 contain qualification
remarks.

Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

COST RECORDS AND AUDIT:

Pursuant to notification of Companies (Cost Records
and Audit) Rules, 2014 read with Companies (Cost
Records and Audit) Amendment rules, 2014 the
Company does not fall under the purview of maintain of
Cost records and Cost Audit.

INTERNAL AUDITOR:

After resignation of Mr. Venkateswara Rao, Board
of Directors appointed M/s. KAMG & Associates,
Chartered Accountants, as the Internal Auditors of
the Company for the FY 25-26. The Internal Auditors
carried out internal audits of the Company’s operations
and accounts to ensure adequacy and effectiveness of
internal controls and processes.

PARTICULARS ON CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors confirm that: -

a) In the preparation of the Accounts for the Financial
Year ended 31^st March 2026 the applicable
accounting standards and schedule III of the
Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time
being in force), have been followed along with the
proper explanation relating to material departure;

b) They have 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 at the end of the Financial Year and
loss of the Company for that period.

c) To the best of their knowledge and information,
they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;

d) They have prepared the annual accounts on a going
concern basis. The auditors have expressed an
emphasis of matter on Going Concern in their Audit.

e) The Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls though adequate
are being strengthened on an ongoing basis quite
effective to operate effectively; and

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

During the year under review, the Company acquired and
continues to hold 30% of the equity shares in Phoenix
Kothari Footwear Private Limited. Accordingly, the said
entity qualifies as an associate of the Company, and the
provisions relating to the preparation of Consolidated
Financial Statements are applicable in accordance with
the provisions of the Companies Act, 2013.

The policy for determining the material subsidiaries is
available in our website at www.kotharis.in.

CONSOLIDATION FINANCIAL STATEMENTS:

As on 31 ^st March, 2026, the Company does not have
any subsidiaries. However, the Company holds 30%
equity shares in Phoenix Kothari Footwear Private
Limited, which is classified as an associate company.
Accordingly, the preparation of Consolidated Financial
Statements is applicable.

Pursuant to first proviso to subsection (3) of Section
129 read with Rule 5 of the Companies (Accounts) Rule,
2014 a statement containing salient features of financial
statements of subsidiary is annexed as Annexure IV.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

During the year under review, the Company has not
provided any loans, or given any guarantees or
securities covered under the provisions of Section 186

of the Companies Act, 2013.The details of investment
made by the company are given in the notes to the
financial statements.

RISK MANAGEMENT:

The Company has in place a robust Risk Management
Policy to identify, evaluate, monitor, and mitigate key
risks that may impact the achievement of its business
objectives. The Board of Directors oversees the risk
management framework and ensures that appropriate
measures are implemented to manage identified risks
effectively.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 92(3) of the Act and
rule 12(1) of the Companies (Management and
Administration) Rules, 2014, a copy of the Annual
Return of the Company shall be placed on the Website
of the Company at www.kotharis.in.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into by the
Company during the year under review were in
compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Such transactions were undertaken with the prior
approval of the Audit Committee and the Board of
Directors, wherever applicable, and were subsequently
reviewed on a quarterly basis. The transactions were
duly approved and, wherever applicable, ratified in
compliance with the applicable provisions of the Act
and Regulations.

All Material Related Party Transactions were in the
ordinary course of business and on an arm’s length
basis. The particulars of transactions in Form AOC-2
are annexed as Annexure-V to this Report.

CORPORATE GOVERNANCE:

Your Company has taken adequate steps to adhere
to all the stipulations laid down in the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. A report on Corporate Governance is included as
a part of this Annual Report is annexed as Annexure-VI.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

TThe Company has not made any one-time settlement
during the year under review with banks or financial
institutions and therefore, this clause is not applicable.

EMPLOYEE SAFETY:

The safety and well-being of our employees are
paramount. We are dedicated to fostering a safe,
healthy, and supportive work environment.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has
complied with all the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India
(ICSI).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURT:

During the year under review, no significant or material
orders were passed by any regulator, court, or tribunal
that would impact the going concern status of the
Company or its future operations.

INTERNAL FINANCIAL CONTROLS:

The Company has a well-placed, proper and adequate
internal control system, which ensures that all assets
are safeguarded and protected and that the transactions
are authorized, recorded and reported correctly. The
Internal Financial Controls with reference to financial
statements as designed and implemented by the
Company are adequate. This has been endorsed by
statutory auditors in their separate report which is
annexed.

RECOMMENDATIONS OF AUDIT COMMITTEE:

During the year under review, there were no instances
where the recommendations of the Audit Committee
were not accepted by the Board.

CODE OF CONDUCT:

Pursuant to the provisions of the Companies Act, 2013
and Regulation 26 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Company has adopted a comprehensive Code of
Conduct applicable to its Directors, Senior Management
Personnel, and other employees, as applicable. The
Code sets out the principles of ethical business conduct,
integrity, transparency, accountability, and compliance
with applicable laws and regulations, and serves as a
guiding framework for maintaining the highest standards
of corporate governance. The Code is available on the
Company''s website. All Directors and Senior Management
Personnel have affirmed their compliance with the Code for
the financial year under review. A declaration to this effect,
signed by the Executive Chairman and Managing Director,
forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

Subsequent to the close of the financial year ended 31^st
March, 2026 and up to the date of this Report, the following
material changes and commitments have occurred:

Voluntary Delisting from Calcutta Stock Exchange
Limited

The Company''s Equity Shares have been voluntarily
delisted from The Calcutta Stock Exchange Limited (CSE)
with effect from 2^nd June 2026, pursuant to the approval
granted by CSE in accordance with the SEBI (Delisting of
Equity Shares) Regulations, 2021. The Equity Shares of the
Company continue to remain listed on BSE Limited.

Investment in Associates company:

The Company has made a further strategic investment
in the equity shares of its associate company, Phoenix
Kothari Footwear Private Limited, with the objective of
strengthening its presence in the footwear business and
creating long-term value for the Company. Except as
stated above, there have been no other material changes
or commitments affecting the financial position of the
Company between the end of the financial year and the
date of this Report.

Setting up a footwear factory:

The Company has paid Rs. 32.13 crores to SIPCOT for
allotment of land at Melur, Tamil Nadu, for the purpose of
setting up a footwear factory.

Subsidiary Company:

The subsidiary company, namely KOTHARI
INDUSTRIAL IUAD DESIGN PRIVATE LIMITED (CIN:
U85499TN2026PTC195911), has been incorporated
on July 27, 2026, under the Companies Act, 2013. The
Company holds 51% of the paid-up equity share capital of
the subsidiary.

LISTING:

The Company''s equity shares are listed on BSE Limited
and are permitted for trading on the National Stock
Exchange of India Limited (NSE) and Metropolitan Stock
Exchange of India Limited (MSE). The Company confirms
that it has paid the applicable listing fees to BSE Limited
for the financial year 2025-2026. The equity shares of the
Company have been voluntary delisted from The Calcutta
Stock Exchange Limited (CSE) with effect from June 2,
2026.

DEPOSITS:

The Company has not accepted any public deposit during
the year.

EMPLOYEE STOCK OPTION SCHEME

The Company has implemented the KICL Employee
Stock Option Scheme 2025 (“KICL ESOP 2025”) with the
objective of attracting, retaining and motivating eligible
employees by enabling them to participate in the growth
and value creation of the Company. The Scheme was
approved by the stock exchange i.e BSE Limited and
Members through a Special Resolution passed at the
Extra-Ordinary General Meeting held on 13^th June, 2025.
The Scheme provides for grant of Employee Stock Options
to eligible employees in accordance with the provisions
of the Companies Act, 2013 and the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.
The Scheme provides for issuance of up to 46,86,000
equity shares of the Company, subject to applicable terms
and conditions.

As on 31 ^st March, 2026, the Scheme was in place and no
options were granted or shares allotted under the Scheme
during the financial year.

The Disclosure Requirement under Section 62(1)(B) of the Companies Act, 2013 Read with Rule 12(9) Of the Companies
(Share Capital& Debentures) Rules, 2014 are as follows:

The Disclosure Requirement Specified Under Regulation
14 Of Sebi (Share Based Employee Benefits) Regulations,
2014, with respect to the ESOP Schemes, are available
on the Company''s website at https://kotharis.in/investor-
annual-reports.php.

A certificate from the Secretarial Auditor with respect to
implementation of Company''s ESOP Schemes, will be
available for inspection by the members, at the ensuing
AGM

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

The Company has been included amongst the top
1,000 listed entities based on market capitalisation and
accordingly, the requirement to submit the Business
Responsibility and Sustainability Report (BRSR) under the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 shall be applicable from the financial
year 2026-27.

The Company is taking necessary steps to align its
processes and reporting framework with the BRSR
requirements and ensure timely compliance with the
applicable provisions.

DIRECTORS AND OFFICERS LIABILITY INSURANCE

Pursuant to Regulation 25(10) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,

2015, applicable to the top 1,000 listed entities based on
market capitalisation, the Company has obtained Directors
and Officers Liability Insurance Policy for its Directors and
Officers, as applicable, to safeguard them against liabilities
arising in the course of discharge of their duties.

CAUTIONARY STATEMENT

Statements in this Report, particularly 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.
Actual results may differ from those either expressed or
implied in the statement depending on the circumstances.

ACKNOWLEDGEMENT:

Your directors place on records their appreciation of the
valuable support of management, Financial Institutions,
Government authorities, Banks, and Employees and
shareholders. The cooperation and the forbearance of the
members are gratefully acknowledged.

By Order of the Board of Directors
For KOTHARI INDUSTRIAL CORPORATION LIMITED

J RAFIQ AHMED
Executive Chairman &
Place : Chennai Managing Director

Date : 14.08.2026 DIN : 02861341

Your Directors hereby present their 55^th Annual Report on the business and operations together with the Audited
Accounts of the Company for the year ended March 31,2025.

SUMMARY OF FINANCIAL RESULTS: (Rs. in Lakhs)

The Company''s Profit before Tax for the year ended 31^st March 2025 has decreased from Rs. 4032.45 Lakhs to
Rs. (1616.82) lakhs as compared to the previous year. The total income for the year ending 31^st March 2025 was
Rs. 8760.23 lakhs as against Rs. 7681.02 lakhs in the previous year.

DIVIDEND

The Board of directors of the company has not
recommended any dividend for the year ended 31^st
March, 2025.

PERFORMANCE

The performance of the company during the year under
review is satisfactory and promising. The Board of
directors will thrive to improve the performance during
the current year.

The performance of each segment is provided in the
segment-wise revenue and results section of the
financial statement3s.

CHANGE IN NATURE OF BUSINESS IF ANY:

During the year, under review Company has started to
do business in publishing or media business-Industrial
Economist. In addition, during the year the company
has opened Kicker’s footwear showroom in Chennai
and Qatar.

PROSPECTS

Due to diversification to other businesses, it is expected
that the company will register better performance
during the coming year.

SHARE CAPITAL:

The company has increased the authorized share
capital from Rs. 25 crores to Rs. 75 crores. The
company has issued shares by way of preferential
issue to Promoter and Non-Promoters for 3.00.00.000
shares on 31.08.2024 and 3,52,00,000 on 20.01.2025
and 1,50,34,220 on 27.03.2025 during the year under
review.

TRANSFER TO RESERVES

Your company has not transferred any amount to the
reserves for the year ended 31^st March, 2025 in the
absence of profit.

MANAGEMENT DISCUSSION AND ANALYSIS &
CORPORATE GOVERNANCE:

In terms of provisions of Regulation 34 of Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations, 2015,
(hereinafter referred to as Listing Regulations) the
Management Discussion and Analysis Report is
appended as Annexure I to this report.

PARTICULARS OF EMPLOYEES:

The details of remuneration of Directors and Employees
in accordance with the provisions of 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 appended as
Annexure II to this report.

During the year under review, no employees, whether
employed for the whole or part of the year, were drawing
remuneration exceeding the limits as laid down u/s

Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014. A statement showing the median remuneration
and other details along with remuneration of top ten
employees who were in receipt of remuneration as
prescribed under the Rules form part of this report and
will be provided to any member on a written request to
the Company Secretary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Change in Board Constitution and KMP

i) Mr. Pradip D Kothari, Chairman and Director,
resigned from his directorship on 18.02.2025
and Mr. Rafiq Ahmed was re-designated as the
Executive Chairman and Managing Director.

ii) Mr. Dilip Machado, Independent Director completed
his tenure of directorship w.e.f 30.03.2025.

iii) Mr. Velayutham Anburaj, was appointed as the
additional director cum Independent Director
w.e.f 24.01.2025 and subsequently appointed as
Independent director in the extra ordinary general
meeting held on 15.02.2025.

B) Details with regards to meeting of Board of Directors during the year of the Company

(i) Composition of the Board of Directors as on 31-03-2025 is mentioned below:

(ii) Board meeting:

During the year 11 Board Meetings were held,
the details of which are given in the Corporate
Governance Report. The intervening gap between
two meetings was within the period as prescribed
under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

Details in respect of frauds:

During the year under review, the statutory auditors
have not reported to the Audit Committee under section

143(12) of the Companies Act, 2013, any instance of
fraud committed against the Company by its officers
or employees, the details of which would need to be
mentioned in the Board Report.

Declaration by Independent Directors:

The Company has received necessary declaration
from each Independent Director of the Company
under Section149(7) of the Companies Act, 2013
and Regulation 16 of the SEBI (LODR) Regulations,
2015 that the Independent Directors of the Company
continues to meet the criteria of their Independence laid

down in Section 149(6) and continue to be included
in the Data Bank maintained by the Indian Institute
of Corporate Affairs and the Online proficiency self¬
assessment test requirement pursuant to Rule 6(4) of
Companies (Appointment and Qualification of Directors)
Rules, 2014.

A policy on familiarization program for Independent
Directors has also been adopted by the Company and
is put up on the website of the company www.kotharis.
in. All new Independent Directors (IDs) included in the
Board are presented with an overview of the Company’s
business operations, products, organization structures
and about the Board Constitutions and its procedures.

During the year under review, the Independent Directors
met on 29.07.2024, 10.12.2024 and 31.03.2025.

Policy on Directors’ Appointment and Remuneration:

The Policy of the Company on Director’s Appointment
and Remuneration, including criteria for determining
qualifications, positive attributes, independence of
director and other matters provided under Section
178(3) of the Companies Act, 2013, adopted by the
Board, is posted on the website of the Company www.
kotharis.in. We affirm that the Remuneration paid to the
director is as per the terms laid out in the said policy.

KEY MANAGERIAL PERSONNEL:

The following are Key Managerial Personnel:

Mr. J Rafiq Ahmed, Executive Chairman and Managing
Director

Mr. Anil Kumar Padhiali, Company Secretary and
Compliance officer

Mr. Hari Kishore Arikati, Chief financial officer

COMPOSITION OF BOARD’S COMMITTEES:

Currently, the Board has three Committees: The
Audit Committee, the Nomination and Remuneration
Committee, and the Stakeholder’s Relationship
Committee. All Committees are appropriately
constituted. Details of the All Committees are listed in
the Corporate Governance Report.

BOARD EVALUATION:

Annual evaluation of the performance of the Board, its
Committees and of individual directors has been made,
pursuant to the section 134(3) of the Companies Act,
2013.

The Nomination and Remuneration Committee (“NRC”)
reviewed the annual performance of the individual
Directors.

In a separate meeting of Independent Directors,
performance of non-Independent Directors,
performance of the Board as a whole was evaluated.

VIGIL MECHANISM:

The Company has established a mechanism for
Director’s and employees to report their concerns
relating to fraud, malpractice or any other activity or
event which is against the interest of the Company. The
Whistle Blower Policy is in place. Employees can report
to the Management concerned unethical behaviour,
act or suspected fraud or violation of the Company’s
Code of Conduct Policy. No Employee has been denied
access to the Audit Committee. The Vigil Mechanism
policy of the company is available on our website www.
kotharis.in.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Prevention of
Insider Trading with a view to regulating trading in
securities by the Promoters, Directors and Designated
Persons of the Company. The Code requires pre¬
clearance for dealing in the Company’s shares and
prohibits the purchase or sale of Company’s shares by
the Promoters, Directors and the Designated Persons
while in possession of unpublished price sensitive
information in relation to the Company and during the
period when the Trading Window is closed.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provision of Section 135 of the Companies
Act, 2013, all companies having a net worth of
Rs.500 crore or more, or a turnover of Rs.1,000 crore
or more or a net profit of Rs.5 crore or more during
any financial year are required to constitute a CSR
committee and hence our Company does not meet the
criteria as mentioned above, hence the Company has
not constituted any Corporate Social Responsibility
Committee and the provisions of Section 135 of the
Companies Act, 2013 is not applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT 2013 AND
COMPLIANCE WITH MATERNITY BENEFIT ACT 1961:

The Company has in place a Sexual Harassment Policy
in line with the requirement of the Sexual Harassment
of Women at workplace (Prevention, Prohibition and
Redressal) Act 2013. All the employees (permanent,
Contractual, temporary, Trainees) are covered under
this policy. Company has constituted the internal
complaint committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act 2013. During the year under review, no
complaints were received falling under the category of
Sexual Harassment of Women.

* Number of sexual harassment complaints received- 0

* Number of complaints disposed of-0

* Number of cases pending for more than 90 days-0

Compliance with Maternity Benefit Act 1961:

The company has complied with the provisions of
Maternity Benefit Act 1961, including all applicable
amendments and rules framed thereunder. All eligible
women employees are provided with maternity benefits
as provided under Maternity Benefit Act 1961

SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company engaged the
services of M/s. Santosh Senapati & Co., Company
Secretary in practice, Chennai to conduct the Secretarial
Audit of the Company for the 12 months’ period ended
on 31^st March, 2025. The Secretarial Audit Report (in
Form MR-3) is attached as Annexure-III to this Report.

Comments of the Board on the qualification/reservation/
adverse remarks/disclosure made:

STATUTORY AUDITORS AND AUDITORS REPORT:

The Board of Directors of the Company, in their
meeting held on 31 ^st August, 2023, recommended
the appointment of M/s. RAY & RAY., Chartered
Accountants, Chennai (FRN:301072E) as statutory
auditors of the Company to hold office from the
conclusion of the 53^rd AGM till the conclusion of the
Annual General Meeting to be held in the year 2028. At
the 53^rd Annual General Meeting of the company held

on 30^th September 2023, M/s. RAY & RAY, Chartered
Accountants were appointed as Statutory Auditors of
the company to hold office till the conclusion of the
Annual General Meeting to be held in the year 2028.

The Independent Auditors’ Report on the accounts
for the financial year ended 31st March 2025 contain
qualification remarks.

Comments of the Board on the qualification/reservation/
adverse remarks/disclosure made:

COST AUDITOR:

Pursuant to notification of Companies (Cost Records and
Audit) Rules, 2014 read with Companies (Cost Records
and Audit) Amendment rules, 2014 the Company does
not fall under the purview of Cost Audit.

PARTICULARS ON CONSERVATION OF ENERGY,
RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

a) Energy Conservation:

i) The steps taken or impact on conservation of
energy- The company has taken efforts to conserve
and optimize the use of energy in the office.

ii) The steps taken by the company for utilizing
alternate sources of energy-NA

iii) The capital investment on energy conservation
equipments- NA

b) Technology absorption :

(i) the efforts made towards technology absorption;
Kothari Industrial Corporation Limited (KICL),
through its Drones & Geospatial Division, has
undertaken significant efforts to absorb advanced
technologies, particularly in geospatial services
and unmanned aerial vehicle (UAV) applications, to
deliver precise, reliable, and professional solutions
across sectors such as agriculture, mining, forestry,
and urban planning.

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

The absorption of drone and geospatial technologies
has yielded significant benefits for KICL, aligning
with the objectives of product improvement, cost
reduction, product development, and import
substitution. These benefits include:

1. Product Improvement:

o The use of drones for precision agriculture, such
as targeted spraying of bio and organic fertilizers,
has improved the quality and effectiveness of
agrochemical applications. For instance, KICL’s
30 new agro-products, including neem-based
and bio-organic inputs, are optimized for drone
and traditional spraying, enhancing agricultural
productivity and addressing pest and disease
challenges.

o Geospatial services like LiDAR and DGPS surveys
have improved the accuracy of mapping and data
collection, enabling high-quality deliverables for
clients in sectors like forestry, mining, and urban
planning.

2. Cost Reduction:

The precision application of agrochemicals using
drones has minimized resource wastage, reducing
pesticide and water usage significantly.

3. Product Development:

o KICL has developed new service offerings through
its drone and geospatial technologies, including
specialized applications like river morphology
analysis, mining surveys, and forest mapping. These
services cater to emerging needs in environmental
management and urban development.

o The launch of 30 new agro-products, including
insecticides, fungicides, and herbicides,
demonstrates product development tailored to
modern farming needs, supported by drone
technology for efficient delivery.

4. Import Substitution:

• By investing in geospatial software, data processing
hardware, and drone-related technologies, KICL has
reduced reliance on imported services for geospatial
and mapping solutions. The establishment of an
RPTO and in-house training programs further
supports local capacity building, minimizing the
need for foreign expertise.

• KICL’s focus on developing indigenous capabilities
in drone technology, such as training certified pilots
and engineers, contributes to import substitution
by fostering self-sufficiency in UAV operations and
maintenance.

(iii) in case of imported technology (imported during
the last three years reckoned from the beginning of
the year under reference) -

a) details of the technology imported;- NA

b) the year of import;- NA

c) whether the technology has been fully absorbed
and if not, areas where absorption has not taken
place, and the reasons thereof;- NA

(iv) the expenditure incurred on Research and
Development- The disclosure pertaining to
Research and Development is not applicable to your
Company.

c) Foreign Exchange Earnings and Outgo:

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors confirm that: -
a) In the preparation of the Accounts for the Financial
Year ended 31^st March 2025 the applicable
accounting standards and schedule III of the
Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time
being in force), have been followed along with the
proper explanation relating to material departure;

b) They have 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 at the end of the Financial Year and
loss of the Company for that period.

c) To the best of their knowledge and information,
they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;

d) They have prepared the annual accounts on a going
concern basis. The auditors have expressed an
emphasis of matter on Going Concern in their Audit.

e) The Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls though adequate
are being strengthened on an ongoing basis quite
effective to operate effectively; and

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company does not have any Subsidiaries or
Associate Company nor does it have Joint Venture
with any entity. Consolidated Financial statements
are not applicable to your Company. During the year,
Kothari Marine International Limited has ceased to be
subsidiary of the company. The policy for determining
the material subsidiaries is available in our website at
www.kotharis.in.

CONSOLIDATION FINANCIAL STATEMENTS:

The Company does not have any subsidiaries as on 31^st
march, 2025 and therefore only standalone financial
statements needs to be prepared. Consolidated Financial
statements are not applicable to your Company.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

During the year under review, the Company has not
provided loans, investment and guarantees under the
provisions of the Companies Act, 2013.

RISK MANAGEMENT:

The Company has implemented a risk management
policy including identification therein of elements of risk,
if any, which in the opinion of the Board is adequate.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 92(3) of the Act and
rule 12(1) of the Companies (Management and
Administration) Rules, 2014 (as amended), a copy of
the Annual Return of the Company shall be placed on
the Website of the Company at www.kotharis.in.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into by your
Company had prior approval of the Audit Committee
and the Board of Directors, as required under the
Listing Regulations and the Companies Act 2013.
Subsequently, the Audit Committee and the Board
have also reviewed the Related Party Transactions on
a quarterly basis. Since all Related Party Transactions
entered into by your Company were in the ordinary
course of business and also on an arm’s length basis,
accordingly the particulars of the transactions as
prescribed in Form AOC - 2 is annexed as Annexure-IV.

CORPORATE GOVERNANCE:

Your Company has taken adequate steps to adhere
to all the stipulations laid down in the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. A report on Corporate Governance is included as
a part of this Annual Report is annexed as Annexure-V.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial
standards issued by the Institute of Company
Secretaries of India.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURT:

There are no significant and material orders passed by
the Regulators or Court that would impact the going
concern status of the company.

INTERNAL FINANCIAL CONTROLS:

The Company has a well-placed, proper and adequate
internal control system, which ensures that all assets
are safeguarded and protected and that the transactions
are authorized, recorded and reported correctly. The
Internal Financial Controls with reference to financial
statements as designed and implemented by the
Company are adequate. This has been endorsed by
statutory auditors in their separate report which is
annexed.

CODE OF CONDUCT:

As prescribed under the provisions of Section 149 of
the Companies Act, 2013 read with Schedule IV thereto
and Regulation 26 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
for its Board of Directors and senior management
and employees, the Company has formulated a
comprehensive Code of Conduct (the Code). The Code
is applicable to Directors and senior management and
employees to such extent as may be applicable to them
depending upon their roles and responsibilities. The
Code gives guidance and support needed for ethical
conduct of business and compliance of law. The Code
reflects the values of the Company viz. Customer
Value, Integrity, one team and Excellence. A copy of the
Code has been uploaded on the Company’s website
www.kotharis.in. The Code has been circulated to
all the Directors and Management Personnel and its
compliance is affirmed by them annually. A declaration
signed by the Company’s Executive Chairman
and Managing Director for the compliance of this
requirement is published in this Report.

INTERNAL AUDITOR:

Mr. Venkateswara Rao, who is an employee and
qualified and experienced Chartered Accountant, as
the Internal Auditor of the Company has carried out
effective internal audit of the operations and accounts
of the company during the year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

Subsequent to the end of the financial year i.e., 31st
March 2025,

1) The Company has

• has entered into an agreement and is in process
to acquire certain footwear assets from Zaimus
Trends Pvt Ltd for ''70 lakhs.

• the Company executed a long-term strategic
business agreement with Zaimus Trends Private
Limited for sourcing, manufacturing, supply, and
brand management of footwear products under the
Company-owned trademarks “Jeetlo”, “Zodiz” and
“Zodiz Kidoz”.

• acquired trademarks “Jeetlo”, “Zodiz” and “Zodiz
Kidoz” from ZyfTex Pvt Ltd, Zaimus International Pvt
Ltd, and Zaimus Trends Pvt Ltd for ''11 lakhs.

These developments will strengthen the Company’s
footwear division and enhance its market presence.

2) The Company entered into an agreement to acquire
30% equity stake held by Mr. Rafiq Ahmed in
Phoenix Kothari Footwear Limited. This investment
is considered a material commitment which may
significantly impact the financial position of the
Company in future years.

3) The Company has launched new agro products in
the fertilizer segment. This strategic expansion is
expected to strengthen the Company’s position in
the agri-input market.

4) The company has opened Kicker’s footwear
showroom in Indoor and Noida and opened various
restaurants.

5) Company has entered into Slump sale agreement
with Parveen Roadways to purchase/acquisition
of Sole Proprietor-Parveen Roadways by way of
Slump Sale for a cash consideration of Rs. 24.04
crores.

LISTING:

The Company is listed on The Bombay Stock Exchange
(BSE) and Calcutta Stock Exchange Limited (CSE). The
Company confirms that it has paid listing fees for the
financial year 2025-2026 to BSE Limited and the Company
has not paid listing fees to CSE since 1998.

DEPOSITS:

The Company has not accepted any public deposit during
the year.

CAUTIONARY STATEMENT

Statements in this Report, particularly 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.
Actual results may differ from those either expressed or
implied in the statement depending on the circumstances.

ACKNOWLEDGEMENT:

Your directors place on records their appreciation of the
valuable support of management, Financial Institutions,
Government authorities, Banks, and Employees and
shareholders. The cooperation and the forbearance of the
members are gratefully acknowledged.

By Order of the Board of Directors
For KOTHARI INDUSTRIAL CORPORATION LIMITED

J RAFIQ AHMED
Executive Chairman &
Place : Chennai Managing Director

Date : 26.08.2025 DIN : 02861341

Your Directors hereby present their 54^th Annual Report on the business and operations together with the Audited Accounts of the Company for the year ended March 31,2024.

DIVIDEND

The Board of directors of the company has not recommended any dividend for the year ended 31^st March, 2024.

PERFORMANCE

The performance of the company during the year under review is satisfactory and promising. The Board of directors will thrive to improve the performance during the current year. In addition, during the year the company has diversified into various businesses such as Drones, Restaurants and footwear.

A detailed note on performance is furnished in the management discussion and analysis report.

CHANGE IN NATURE OF BUSINESS IF ANY:

During the year under review Company has started to do business in Footwears. The company has entered into various agreements with branded footwears company.

PROSPECTS

Due to diversification to other businesses, it is expected that the company will register better performance during the coming year.

SHARE CAPITAL:

The company has not issued any shares during the year under review.

REDUCTION OF SHARE CAPITAL

Your Board of Directors at their meeting held on 31.10.2020, approved a Scheme of Reduction of share capital (the Scheme), to extinguish / cancel 66,27,000

equity shares of the Company held by Promoters group of the Company, as detailed in the Scheme which is posted on the Company’s website. The Scheme was approved by the shareholders through a special resolution vide postal ballot dated June 30, 2021, and was taken on record by the stock exchanges (BSE -designated stock exchange for this purpose).

The Company had filed the application/scheme for reduction of capital before the NCLT, Chennai. NCLT, Chennai has approved the scheme of reduction of capital via an order dated 10.05.2023. The company had filed e-form INC-28 with the Registrar of Companies, Chennai on 30.05.2023, upon which the scheme has become effective. The issue subscribed and paid-up capital of the Company stands reduced from 1,91,10,885 equity shares of ''5/- each aggregating to ''9,55,54,425 to 1,24,83,885 equity shares of ''5/- each aggregating to ''6,24,19,425.

TRANSFER TO RESERVES

Your company has not transferred any amount to the reserves for the year ended 31^st March, 2024 in the absence of profit.

MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE:

In terms of provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (hereinafter referred to as Listing Regulations) the Management Discussion and Analysis Report is appended as Annexure I to this report.

PARTICULARS OF EMPLOYEES:

The details of remuneration of Directors and Employees in accordance with the provisions of 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 appended as Annexure II to this report.

A statement showing the remuneration of employees who were in receipt of remuneration as prescribed under Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this report and will be provided to any member on a written request to the Company Secretary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Change in Board Constitution and KMP

i) Mr. Pradip D Kothari, Director, will retire at the forthcoming Annual General Meeting. He is eligible for re-election and offers himself accordingly, subject to the approval of the members at the ensuing Annual general meeting of the company.

ii) During the year, Mr. N Balajee resigned from the post of Chief financial officer on 24.04.2023. During the year, Mr. Vijayaraghvan was appointed as a Chief financial officer of the Company on 25.05.2023 and resigned on 06.02.2024. Mr. Hari Kishore Arikati was appointed as a Chief financial officer of the Company as on 14.02.2024.

(ii) Board meeting:

The Board of Directors met 05 times during the financial year ended 31^st March, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

During the FY 2023 - 2024, 05 meetings of the Board of Directors of the Company were held i.e., on 25.05.2023, 05.08.2023, 31.08.2023, 14.11.2023, and 14.02.2024. The gap between two meetings did not exceed 120 days. The attendance of the members at the Board of Directors meetings was as follows:

(C) Policy on Directors’ Appointment and Remuneration:

The Policy of the Company on Director’s Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is posted on the website of the Company www.kotharis.in. We affirm that the Remuneration paid to the director is as per the terms laid out in the said policy.

(D) Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director(s) under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

(E) Familiarization Programme For Independent Directors:

A policy on familiarization program for Independent Directors has also been adopted by the Company and is put up on the website of the company www.kotharis.in. All new Independent Directors (IDs) included in the Board are presented with an overview of the Company’s business operations, products, organization structures and about the Board Constitutions and its procedures.

(F) Separate Meeting of Independent Directors:

TThe Independent Directors of the Company had met during the year on 30^th March 2024 to review the performance of Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company and also assessed the quality, quantity and timeliness of flow of information between the company management and the Board without the presence of the Non-Independent Directors and members of the Management.

(G) KEY MANAGERIAL PERSONNEL:

The following are Key Managerial Personnel:

Mr. J Rafiq Ahmed, Managing Director

Mr. Anil Kumar Padhiali, Company Secretary cum

Compliance officer

Mr. N Balajee, Chief Financial Officer (appointed on 01.12.2022 and Resigned on 24.04.2023)

Mr. Vijayaraghavan, Chief Financial Officer (appointed on 25.05.2023 and resigned on 06.02.2024)

Mr. Hari Kishore Arikati was appointed as a Chief financial officer of the Company as on 14.02.2024

COMPOSITION OF BOARD’S COMMITTEES:

Currently, the Board has three Committees: The Audit Committee, the Nomination and Remuneration Committee, and the Stakeholder’s Relationship Committee. All Committees are appropriately constituted.

1) Audit Committee:

(a) Terms of Reference:

The powers, role and terms of reference of the Audit Committee covers the area as mentioned under Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors. The powers, role and terms of reference of the Audit Committee include inter alia oversight of Company’s financial reporting process, internal financial controls, reviewing the adequacy of the internal audit function, reviewing with management the quarterly/ annual financial statements before submission to the Board, recommending the appointment of statutory auditors and fixation of their remuneration, approval of related party transactions, evaluation of risk management systems etc.

(b) Composition, name of members and chairperson:

The Audit Committee Comprises 3 members, which includes one Non-executive Director and two NonExecutive Independent Directors. The members of the Committee are as follows:

(c) Meetings and attendance during the year: During the financial year under review, Audit Committee Meetings were held 5 times in a year viz., on 25.05.2023, 05.08.2023, 31.08.2023, 14.11.2023 and 14.02.2024 and the attendance of the members at the Audit Committee meetings was as follows:

2) Nomination and Remuneration Committee:

(a) Terms of Reference:

The terms of reference of the Committee include the following namely formulation of criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to remuneration of the directors, key managerial personnel and other employees; formulation of criteria for evaluation of Directors performance, devising a policy on Board diversity, identify persons who are qualified to become directors and who may be appointed in senior management positions in accordance with the criteria laid down, and recommend to Board their appointment and removal.

(b) Composition, name of members and chairperson:

The Committee Comprises 3 members, which includes three Non-Executive Directors. The members of the Committee are as follows:

(c) Meetings and attendance during the year:

During the financial year under review, Nomination and Remuneration Committee Meetings was held 2 times in a year viz 25.05.2023 and 14.02.2024 viz., the attendance of the members at the Nomination and Remuneration Committee meeting was as follows:

(d) Performance evaluation criteria for independent directors:

The criteria for evaluation of the Independent Directors will be attendance, participation in deliberations, understanding the Company’s business and that of the industry and in guiding the Company in decisions affecting the business and additionally based on the roles and responsibilities as specified in Schedule IV of the Companies Act, 2013. A formal evaluation mechanism has been adopted for evaluating the performance of the Board, Committees thereof, individual Directors and the chairman of the Board:

3) Stakeholders Relationship Committee:

(a) Terms of Reference:

The Committee looks into redressal of grievances of the investors namely shareholders. The Committee deals with grievances pertaining to transfer of shares, non-receipt of annual report, non-receipt of dividend, dematerialisation / dematerialisation of shares, non-receipt of dividend warrants, transfer/ transmission/split of shares etc. The Board of Directors have delegated the power of approving transfer/transmission of shares to a Share Transfer Committee.

(b) Composition, name of members and chairperson:

The Committee Comprises 3 members, which includes three non-executive Directors. The members of the Committee are as follows:

BOARD EVALUATION:

Annual evaluation of the performance of the Board, its Committees and of individual directors has been made, pursuant to the section 134(3) of the Companies Act, 2013.

The Nomination and Remuneration Committee (“NRC”) reviewed the annual performance of the individual Directors.

In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the Board as a whole was evaluated.

VIGIL MECHANISM:

TThe Company has established a mechanism for Director’s and employees to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. The Whistle Blower Policy is in place. Employees can report to the Management concerned unethical behaviour, act or suspected fraud or violation of the Company’s Code of Conduct Policy. No Employee has been denied access to the Audit Committee. The Vigil Mechanism policy of the company is available on our website www. kotharis.in.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a CSR committee and hence our Company do not meet the

criteria as mentioned above, hence the Company has not constituted any Corporate Social Responsibility Committee and the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place a Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (permanent, Contractual, temporary, Trainees) are covered under this policy. Company has constituted the internal complaint committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. Santosh Senapati &Co, Company Secretary in practice, Chennai to conduct the Secretarial Audit of the Company for the 12 months period ended on 31st March, 2024. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-III to this Report.

Comments of the Board on the qualification/reservation/ adverse remarks/disclosure made:

STATUTORY AUDITORS & AUDITORS REPORT:

The Board of Directors of the Company, in their meeting held on 31^st August, 2023, recommended the appointment of M/s. RAY & RAY, Chartered Accountants, Chennai (FRN:301072E) as statutory auditors of the Company to hold office from the conclusion of the 53^rd AGM till the conclusion of the Annual General Meeting to be held in the year 2028. At the 53^rd Annual General Meeting of the company held on 30^th September 2023, M/s. RAY & RAY, Chartered Accountants were appointed as Statutory Auditors of the company to hold office till the conclusion of the Annual General Meeting to be held in the year 2028.

The Independent Auditors’ Report on the accounts for the financial year ended 31^st March 2024 contain qualification remarks.

Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

During the year under review, the statutory auditors have not reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers of employees, the details of which would need to be mentioned in the Board Report.

COST AUDITOR:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall under the purview of Cost Audit.

LOAN FROM MANAGING DIRECTOR:

During the year, the company received a loan from the Managing Director. The loan details are mentioned in the financial statements.

PARTICULARS ON CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(a) Energy Conservation:

(i) The steps taken or impact on conservation of energy- The company has taken efforts to conserve and optimize the use of energy in the office. ii) The steps taken by the company for utilizing alternate sources of energy-NA.

iii) The capital investment on energy conservation equipments- NA.

(b) Technology absorption:

(i) The efforts made towards technology absorption;

The KOTHARI INDUSTRIAL CORPORATION LIMITED (KICL) has acquired a 10-year-old Surveying, Aerial Data Processing, Geo Spatial Company called ‘Geo Adithya Technologies’ and ‘Geo Aadithya International’ on 01 Jun 2022, by way of Slump Sale agreements to extend its services in the field of Surveying, Aerial Data Processing and Geo Spatial verticals.

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

KICL has made a purchase of Geospatial software, Data Processing Hardware, Drones and Drone related software for providing Drone related services and for executing Drone Projects.

KICL has been Empaneled for “Tamil Nadu Unmanned Aerial Vehicle Corporation”, Tamil Nadu Department of Geology and Mining and been qualified for providing Geospatial Survey and Drone Related Services.

After acquiring, KICL has participated in Drone Tenders and won the Adyar Drone Unit tender by Greater Chennai Police and has successfully delivered the Project.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the year under reference) -

a) details of the technology imported;- NA

b) the year of import;- NA

c) whether the technology has been fully absorbed and if not, areas where absorption has not taken place, and the reasons thereof:- NA

(iv) the expenditure incurred on Research and Development- The disclosure pertaining to Research and Development & Technology Absorption is not applicable to your Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors confirm that: -

a) In the preparation of the Accounts for the Financial Year ended 31^st March 2023 the applicable accounting standards and schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed along with the proper explanation relating to material departure;

b) They have 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 at the end of the Financial Year and Profit of the Company for that period.

c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) They have prepared the annual accounts on a going concern basis. The auditors have expressed an emphasis of matter on Going Concern in their Audit.

e) The Directors have laid down internal financial

controls to be followed by the Company and that such internal financial controls though adequate are being strengthened on an ongoing basis quite effective to operate effectively; and

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

SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURES:

Kothari Marine International Limited is an unlisted subsidiary of the Company. The Company is holding 99.99 percent shares of that Company and does not have any Associate Company nor does it have Joint Venture with any entity. Consolidated Financial statements are applicable to your Company. The policy for determining the material subsidiaries is available in our website at www.kotharis.in.

CONSOLIDATION FINANCIAL STATEMENTS:

The Audited Consolidated financial statements of the company for the Financial Year ended 31^st March 2024 together with the report of the Independent Auditors form part of the Annual Report.

Pursuant to first proviso to subsection (3) of Section 129 read with Rule 5 of the Companies (Accounts) Rule, 2014 a statement containing salient features of financial statements of subsidiary is annexed as Annexure IV. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not invested or given any loan or guarantee or in terms of Section 186 of the Companies Act, 2013, during the financial year 2023-24. The details of Investment made by the company mentioned in the financial statements.

RISK MANAGEMENT

The Company has implemented a risk management policy including identification therein of elements of risk, if any, which in the opinion of the Board is adequate. EXTRACT OF ANNUAL RETURN:

In accordance with Section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company shall be placed on the Website of the Company at www.kotharis.in.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into by your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations and the Companies Act 2013. Subsequently, the Audit Committee and the Board have also reviewed the Related Party Transactions on a quarterly basis. Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arm’s length basis, accordingly the particulars of the transactions as prescribed in Form AOC - 2 is annexed as Annexure-V.

CORPORATE GOVERNANCE:

Your Company shall not be mandatorily required to submit Corporate Governance Report as the equity share capital and net worth of the Company is less than required limits as on the last date of the previous financial year. Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirements within six months from the date on which the provisions become applicable to the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators or Court that would impact the going concern status of the company.

INTERNAL FINANCIAL CONTROLS:

The Company has a well-placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. This has been endorsed by statutory auditors in their separate report which is annexed.

CODE OF CONDUCT:

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Board of Directors and senior management and employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code is applicable to Directors and senior management and employees to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence. A copy of the Code has been uploaded on the Company’s website www. kicl.in .The Code has been circulated to all the Directors and Management Personnel and its compliance is affirmed by them annually. A declaration signed by the Company’s Managing Director for the compliance of this requirement is published in this Report.

INTERNAL AUDITOR:

M/s.N.Ganesan & Co, Chartered Accountants as the Internal Auditor of the Company have carried out effective internal audit of the operations and accounts of the company during the year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company occurred.

LISTING:

The Company is listed on The Bombay Stock Exchange (BSE) and Calcutta Stock Exchange Limited (CSE). The Company has paid listing fees for the financial year 2024-2025 to BSE Limited and the Company has not paid listing fees to CSE since 1998.

DEPOSITS:

The Company has not accepted any public deposit during the year.

ACKNOWLEDGEMENT:

Your directors place on records their appreciation of the valuable support of management, Financial Institutions, Government authorities, Banks, and Employees. The cooperation and the forbearance of the members are gratefully acknowledged.

Dear members,

The Directors present herewith the Forty-fourth Annual Report on the performance of the Company along with the Audited Balance Sheet and Profit and Loss Account for the Financial Year ended 31st March, 2014.

The Financial Results are as follows:

2013 - 14 2012 - 13 (Rs.in Lacs)

Turnover/ Income from Services 8361.29 10807.19

Profit/(Loss) before Interest and Depreciation (566.73) 58.50

Interest and Finance Charges 243.07 232.83

Loss before Depreciation (809.80) (174.33)

Exceptional Items - 6.65

Loss before depreciation (809.80) (167.68)

Depreciation 53.45 41.61

Taxation - -

Loss for the year (863.25) (209.29)

Balance Loss brought forward from the previous year (2463.09) (2253.80)

Loss carried to Balance Sheet (3326.34) (2463.09)

In view of the accumulated losses, the Directors are unable to recommend any dividend for the year ended 31st March, 2014.

OPERATIONS:

The Turnover of NPK Mixtures, Straight fertilizers and Trading activities was Rs.7871.74 lakhs as compared to Rs.10576.02 lakhs in the previous year. The Single Super Phosphate plant near Chennai could be operated only for a part of the year in view of inadequate working capital requirements. The production was 2826 MT as compared to 35891 MT in the previous year.

FUTURE PROSPECTS:

The Company is in the advanced stage of tie-up for financial assistance for effectively putting in the use of available facilities at its fertilizer plant. It is expected that, barring unforeseen circumstances, the company would be in a position to re-start production of Single Super Phosphate by end January 2015.

With respect to production and sale of NPK Mixtures and other products, the Company is planning to increase the quantum of sales by effective utilization of the available working capital.

The particulars required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are attached to this report.(Annexure-A).

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the code of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on Corporate Governance together with certification of the Chairman and Managing Director, Certificate of the Statutory Auditors on compliance with the Corporate Governance along with the Management Discussion and Analysis Report are attached and form part of the Annual Report (Annexures B & C).

Further as required under Section 217(2AA) of the Companies Act, 1956, the Directors'' Responsibility Statement is also attached to this Report.

DEPOSITS:

The Company has not accepted any public deposit during the year.

DIRECTORS:

Mr.K.Santhanam, Dr.Easo John and Mr.Chetan Vijay Pagariya being Independent Directors are not liable to retire by rotation as per the provisions of the New Companies Act. Hence, their appointments are proposed for a period of 5 years as Independent Directors at the ensuing 44th Annual General Meeting.

RESPONSIBILITY STATEMENT:

The Directors confirm that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) They have 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 at the end of the Financial Year and of the Profit or Loss of the Company for that period.

c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

AUDITORS:

The Auditors, M/s.B.B.Naidu & Co., Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. A certificate under Sec.224(1B) of the Companies Act, 1956 has been received from them together with the peer review certificate.

With regard to the remarks in the Auditor''s Report, the financial note no.17(b) is self-explanatory.

Further, the company''s reduced operations due to absence of credit facilities, had severe impact on the cash flows resulting in certain statutory dues falling in arrears and speedy steps are being taken to fulfill the obligations as soon as feasible.

PARTICULARS OF EMPLOYEES:

There is no employee, particulars of whom are to be furnished under Sec.217(2AA) of the Companies Act, 1956.

RESEARCH & DEVELOPMENT:

During the year under review the Company has spent Rs.1.66 lakhs towards upgradation of in-house Research & Development wing at its Super Phosphate factory.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable support and help of the Financial Institutions, Government authorities, Banks and Employees. The cooperation and the forbearance of the members are gratefully acknowledged.

On behalf of the Board of Directors Pradip D. Kothari Chairman & Managing Director Place: Chennai Date: 12.11.2014

The Directors present herewith the Forty Second Annual Report on the performance of the Company along with the Audited Balance Sheet and Profit and Loss Account for the financial year ended 31st March, 2012.

The Financial Results are as follows:

2011 -12 2010- 11 (Rs.in Lacs)

Turnover/Income from Services 11329.85 10775.89

Profit before Interest and Depreciation 430.96 926.18

Interest and Finance Charges 292.76 180.77

Profit before Depreciation 138.20 745.41

Exceptional items (51.33) (1025.56)

ProfitZ(Loss) before Depreciation 86.87 (351.97)

Depreciation (39.19) (35.93)

Taxation - -

Profit/(Loss) for the year 47.68 (316.04) Balance Loss brought forward

from the previous year (2301.48) (3474.16) Reduction of Share Capital &

Premium theron' - 1488.72

Loss carried to Balance Sheet (2253.80) (2301.48)

In view of the accumulated losses, the Directors are unable to recommend any dividend for the year ended 31st March, 2012.

OPERATIONS:

The Turnover of Single Super Phosphate, NPK mixtures, Straight fertilizers and trading in pesticides was Rs.11162.32 Lakhs as compared to Rs.9590.62 Lakhs in the previous year. The Company produced 49040 MT of Single Super Phosphate during the year under review.

FUTURE PROSPECTS:

The Company has signed a contract with a large manufacturer of Agro Chemicals for marketing a range of herbicides, insecticides and fungicides under specific brand names and by leveraging the "Kotharis” and "Horse Brand” and augmenting the revenue stream.

The particulars required linder Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 to the extent applicable are attached to this report.(Annexure - A)

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the code of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on Corporate Governance together with certification of the Chairman and Managing Director, Certificate of the Statutory Auditors on compliance with the Corporate Governance along with the Management Discussion ' and Analysis Report are attached and form part of the Annual Report (Annexures B & C).

Further as required under Section 217(2AA) of the Companies Act, 1956, the Directors' Responsibility Statement is also attached to this Report.

DEPOSITS:

The Company has not accepted any public deposit during the year.

DIRECTORS:

Mr.K.Santhanam & Mr.Chetan Vijay Pagariya, Directors retires by rotation and are eligible for reappointment. Mrs.Surekha P Kothari was co- opted as an Additional Director with effect from

19.09.2011 and she retires at the ensuing Annual General Meeting. It is proposed to appoint her as a Director at the ensuing Annual General Meeting.

RESPONSIBILITY STATEMENT:

The Directors confirm that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) They have 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 at the end of the Financial Year and of the Profit or Loss of the Company for that period.

c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

AUDITORS:

The Auditors, M/s.B.B.Naidu & Co., Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. A certificate under Sec.224(1 B) of the Companies Act, 1956 has been received from them together with the peer review certificate.

PARTICULARS OF EMPLOYEES:

There is no employee, particulars of whom are to be furnished under Sec.217(2AA) of the Companies Act, 1956.

RESEARCH & DEVELOPMENT:

During the year under review the Company has spent Rs.2.16 lakhs towards upgradation of in-house Research & Development wing at its Super Phosphate factory.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable support and help of the Financial Institutions, Government authorities, Banks and Employees. The cooperation and the forbearance of the members are gratefully acknowledged.

On behalf of the Board of Directors

Pradip D. Kothari

Place: Chennai Chairman &

Date: 29.05.2012 Managing Director

The Directors present herewith the Fortieth Annual Report on the performance of the Company along with the Audited Balance Sheet and Profit and Loss Account for the financial year ended 31" March, 2010.

The Financial Results are as follows:

2009 - 10 2008 - 09

(Rs.in Lacs)



Turnover/Income from Services 5625 10 2972 06

Profit before Interest and 14.28 438.49 Depreciation

Interest and Finance Charges 67.87 5.06

Profit before Depreciation (53.59) 433 43

Exceptional items (39.97) (81.21)

Profit/(Loss) before Depreciation (93.56) 352.22

Depreciation (15.92) (14. 71)

Taxation (211.74) (777.86)

Loss (321.22) (440.35) Balance Loss brought forward

from the previous year (3152.94) (4476 79)

Loss carried to Balance Sheet (3474.16) (3152.94)





In view of the accumulated losses, the Directors are unable to recommend any dividend for the year ended 31st March, 2010.

OPERATIONS:

The Turnover of Single Super Phosphate, NPK mixtures, Straight fertilizers and trading-in pesticides was Rs.5214.00 Lakhs as compared to Rs.2400.26 Lakhs in the previous year. Your Directors are pleased to report the successful restoration of the production of Single Super Phosphate at its plant at Ennore during Dec 09 - Jan. 10. The Company produced 11370 MT of Single Super Phosphate during the year under review.

FUTURE PROSPECTS:

As mentioned in the last Annual Report, the Company is contemplating issue of shares at par to Promoters, Promoters Group and others on preferential basis subject to the approval of appropriate authorities for making available the adequate working capital.

With respect to transportation of Single Super Phosphate to various parts of the country, the Company has planned to lay a dedicated Railway Siding. In this regard, it has already obtained, the necessary permission from the Indian Railways,

The particulars required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 to the extent applicable are attached to this report. (Annexure - A)

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the code of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on Corporate Governance together with . certification of the Chairman and Managing Director. Certificate of the Statutory Auditors on compliance with the Corporate Governance along with the Management Discussion and Analysis Report are attached to form part of the Annual Report (Annexures B & C).

Further as required under Section 217(2AA) of the Companies Act, 1956. the Directors Responsibility Statement is aiso attached to this Report.

DEPOSITS:

The Company has not accepted any public deposit during the year

DIRECTORS:

Mr. Chetan Vijay Pagariya Director retires by rotation and is eligible for reappointment.

RESPONSIBILITY STATEMENT:

The Directors confirm that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same,

b) They have 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 at the end of the

Financial Year and of the Profit or Loss of the Company for that period.

c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

AUDITORS:

The Auditors, M/s. B. B. Naidu & Co., Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. A certificate under Sec. 224 (1B) of the Companies Act, 1956 has been received from them together with the peer review certificate.

With regard to the remarks in the Auditors Report, the relevant financial notes are self-explanatory.

PARTICULARS OF EMPLOYEES:

There is no employee, particulars of whom are to be furnished under Sec.217(2AA) of the Companies Act, 1956.

RESEARCH & DEVELOPMENT:

During the year under review the Company has spent Rs.0.41 lakhs towards upgradation of in-house Research & Development wing at the fertilizer factory situated at Ennore near Chennai.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable support and help of the Financial Institutions, Government authorities, Banks and Employees. The cooperation and the forbearance of the members are gratefully acknowledged.



On behalf of the Board of Directors

Place: Chennai Pradip D. Kothari

Date: 24.08.2010 Chairman &

Managing Director

The Directors present herewith the Thirtythird Annual Report on the performance of the Company along with the Audited Balance Sheet and Profit and Loss Account for the 15 months period ended 30th June, 2003.

The financial year of the Company was changed from April - March to July-June and the financial year 2002-03 was extended by three months, comprising of 15-Months period.

Financial Results (Rs. in lacs)

2002-03 2001-02 (15 months) (12 months)

Turnover/Income from Services 3,771.56 4,179.37

Profit on sale of Fixed Assets 15.79 1,364.48

Other Income 218.15 188.97

Profit/(Loss) before Interest and Depreciation (600.41) (67.74)

Interest and Finance Charges 79.94 455.54

Profit/(Loss) before Depreciation (680.35) (523.28)

Depreciation 153.94 148.49

Profit/(Loss) before Tax (834.29) (671.77)

Provision for Income Tax (180.52) —

Profit/(Loss) after Tax (653.77) (671.77)

Balance Profit/(Loss) brought forward from the previous year (620.64) 51.13

Balance Profit/(Loss) carried to Balance Sheet (1,274.41) (620.64)

In the absence of profits for the period under review, the Directors could not recommend any dividend.

PHYSICAL PERFORMANCE:

The production and turnover particulars of the various divisions are as follows:-

PRODUCTION TURN OVER

2002-03 2001-02 2002-03 2001-02

(15 Months) (12 months)(15 Months) (12 months)

FERTILISERS

Superphosphate (MT) — 3,383 148.03 252.2

Sulphuric Acid (MT) — — — 8.2

Mixtures (MT) 31,711 29,827 1756.83 1497.64

Sodium Silico Flouride (MT) — 22 — 3.11

Straight Fertilisers — — 767.78 395.02

Pesticides Trading — — 222.92 177.87

2895.56 2334.04

PLANTATION

Tea (lac Kgs) 16.95 27.81 876 1602.73

GRANITE

Monuments (cubic metres) — 335 — 242.6

COFFEE CURED (MT) — 416 - -

Curing. Charges 3771.56 4187.61

The performance of the Company during the period under review was affected due to general economic recession, monsoon failure and financial constraints faced by the Company. The operations of the Fertilizer Factory, Super Phosphate Plant and Sulphuric Acid Plant continued to be suspended during the period under review. There was improvement in the sale of NPK Mixtures, Trading in Pesticides and Straight Fertilizers.

The performance of the Tea Division was affected on account of sharp decline in tea prices. Tea Division was unable to take up any development work.

Kothari Coffee Curing Works was operated and maintained by the buyer pending completion of formalities.

The Company obtained consent of the Shareholders pursuant to the provisions of Section 293(1 )(a) of the Companies Act, 1956 for transfer of Glendale Estate, Nilgiris, Tamilnadu for transfer to the Companys wholly owned subsidiary Messrs Kothari (Madras) International Limited.

Due to severe financial constraints, the Company was not able to pay the overdue interest to the Debentureholders in respect of 16% Secured Redeemable Non Convertible Debentures of Rs. 150/- each and also could not redeem the Debentures on the due dates. At the meeting of the Debentureholders held on 22nd April, 2003, subject to the approval of UTI, consent was accorded for seeking modification to the Consent Terms dated 23rd June, 2000, redeeming the Debentures before 30th September, 2003, for payment of simple interest at 5% per annum and for waiver of interest, overdue interest and future interest liability. The Company could not implement the resolutions since the expected investment of funds did not materialize.

The Company continues to pursue its efforts to settle the dues to the pressing creditors including the Debentureholders liability. The Company was also exploring the possibility of inducting a joint venture partner who would be able to invest funds for settling the creditors, for reviving the operations of Fertilizer Division and for providing working capital funds.

DIRECTORS:

Mr.B. Perumalswamy and Mr.G.Natarajan were appointed as Additional Directors of the Company

on 14th November, 2002.

RESPONSIBILITY STATEMENT:

The Directors confirm that

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) They have 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 at the end of the Financial Year and of the Profit or Loss of the Company for that period;

c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

CONSOLIDATED FINANCIAL STATEMENT

The Companys two wholly owned subsidiaries, viz. Kothari (Madras) International Limited and Chennai Agro Tech and Stones Limited are held with a view of their disposal in the near future. Clause 11 of the Accounting Standard No. 21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India exempts the presentation of consolidated accounts of holding and subsidiary companies in the circumstances and hence not included in the Annual Report.

AUDITORS

Messrs M.K Dandeker & Co., and B.B.Naidu & Co., Chartered Accountants, Chennai, the retiring Auditors are eligible for reappointment.

AUDITORS REPORT:

With regard to the remarks in the Auditors Report, the relevant financial notes are self explanatory. As regards gratuity liability, an actuarial evaluation will be undertaken to quantify the shortfall in this regard.

SAFETY AND ENVIRONMENT:

The Company continued to maintain a good safety record. The manufacturing units and the plantations of the Company are environment friendly and maintain all safety standards and measures.

COMPANIES (DISCLOSURE OF INFORMATION IN DIRECTORS REPORT) RULES, 1988:

As required under section 217(1)(e) of the Companies Act, 1956, the details regarding conservation of energy, technology, absorption and foreign exchange earnings and outgo are given in the Annexure A attached hereto, forming part of this Report.

DEPOSITS:

The Company held Rs.72.53 lacs as deposits from public and OCBs as on 3oth June, 2003 out of which deposits aggregating to Rs.70.16 lacs (including NRI deposits of Rs.65.14 lacs) have matured, but remain unclaimed as on that date. Of the balance, Rs.0.03 lacs is repayable within a year.

PARTICULARS OF EMPLOYEES:

None of the employees were in receipt of remuneration of Rs.2 lacs or more per month.

SUBSIDIARIES:

The results of Kothari (Madras) International Limited, one of the subsidiaries is attached to this report, along with the statement specified in Section 212 of the Companies Act, 1956. However, the accounts for the subsisidary, Chehnai Agro-Tech

And Stones Ltd., are not available since the operator of the division has not yet submitted the accounts.

CORPORATE GOVERNANCE:

The Company is presently handicapped due to absence of a Company Secretary (the previous Company Secretary having left the services in December 2004) and there being only a skeleton staff in the Secretarial Department, it has not been possible to prepare in time the Corporate Governance and Management Analysis Report required to be annexed to the Annual Report which shall be circulated to the Members as soon as they are compiled.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable support and timely help of the financial institutions, government authorities, banks and employees. The cooperation and the forbearance of the members are gratefully acknowledged.

On behalf of the Board of Directors

Pradip D. Kothari Chairman

Place : Chennai Date : 3rd September 2005