Kothari Products Ltd

TO THE MEMBERS:

The Board of Directors of your Company presents herewith its 41st Annual Report and Audited Financial Statements for the financial year ended 31st March, 2025. The report also includes the Management Discussion and Analysis Report in accordance with the guidelines of Corporate Governance.

FINANCIAL PERFORMANCE & STATE OF COMPANY'S AFFAIRS:-

(Amount in Rs. Lacs)

TRANSFER TO RESERVES

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

2025 IN RETROSPECT & STATE OF COMPANY'S AFFAIRS

Your Directors are to report that the Company's sales turnover during the year under review has increased to Rs.30370 Lacs from Rs.28547 Lacs during the previous financial year registering increase of 6.39%. Similarly the Company has earned higher profit before depreciation & tax during the year of Rs.5929 Lacs as against Rs.1499 Lacs in the previous year registering an increase of 295.53%. Similarly the Company has earned higher profit after Tax of Rs.5331 Lacs as against Rs.1216 Lacs during the previous year, registering increase of 338.40%.

INTERNATIONAL BUSINESS

The Company's export during the year under review and as well during the previous year was NIL.

DIVIDEND RECOMMENDED

To conserve the resources for future purpose, the Board of Directors of your company does not recommend any dividend for the financial year 2024-25.

CHANGES IN SHARE CAPITAL

The Share Capital of the Company has increased from Rs.29,84,38,650/- to Rs.59,68,77,300/- as the Company has issued bonus shares in the ratio of 1:1 (i.e. one equity share of Rs.10/- Fully paid up per share for every one equity share of Rs.10/- Fully paid up held by the shareholders of the Company during the year under review.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, ESOS ETC.

During the year the Company has not issued any shares with differential rights, sweat equity, ESOS etc.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

During the year under review there was no change in the nature of business of the Company.

SUBSIDIARIES AND ASSOCIATES

The Company had as on 31st March, 2025, two subsidiary companies namely Kothari Products Singapore Pvt. Ltd. & Sai Veeran Agencies Pvt. Ltd. Further, the Company also had as on 31st March, 2025, four associate Companies as mentioned in the notes of the Financial Statements of the Company. The prescribed salient features of the financial statements of the aforesaid subsidiary companies and associate Companies as per sub section 3 of section 129 of the Act have been disclosed in a separate statement attached to the consolidated Financial Statements which forms part of this Annual Report. The statement reflects the performance and financial position of each of the subsidiary and associates, as required by Rule 8 (1) of the Companies (Accounts) Rules, 2014. Further, M/s. KPL Exports Ltd., hitherto a material wholly owned subsidiary of the Company has ceased to be the subsidiary of the Company due to its entire stake being sold to another Company on 16th July, 2024. The Company hereby undertakes that the Annual Accounts of the subsidiary company and their related detailed information shall be made available to the shareowners of the holding and subsidiary companies seeking such information at any point of time and shall also be placed on the website of the holding Companies. The Annual Accounts of the subsidiary companies shall also be kept for inspection by any shareowner at the Registered Office of the holding company and of the subsidiary companies concerned.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES & ASSOCIATES

The highlights of performance of subsidiaries & associates during the year under review and their contribution to the overall performance of the Company are mentioned in the form AOC-1 and Statement of Additional Information as per schedule III to the Companies Act, 2013 of the aforesaid subsidiaries & associates, is appended to the Consolidated Financial Statements accompanying this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sri Mitesh Kothari, a Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. There is no other change in the Key Managerial Personnel during the year.

NUMBER OF THE BOARD MEETINGS

The Company held Eight Board Meetings during the year 2024-25 and the details of aforesaid meetings are given in the Corporate Governance Report.

DEPOSITS

The Company neither accepted any Deposits from the public nor there is any outstanding amount of deposit during the financial year 2024-25, hence the particulars relating to the aforesaid are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Sec.134 (3) (c) read with Sec. 134(5) of the Companies Act, 2013, your Directors confirm:

(i) That in the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the year under review on a going concern basis.

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

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

COMMITTEES OFTHE BOARD

Pursuant to the provisions of the Companies Act, 2013 and provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Company has constituted following committees:-

1. Audit Committee.

2. Stakeholders Relationship Committee.

3. Nomination & Remuneration Committee.

4. Corporate Social Responsibility Committee.

The Composition, Scope and Powers of the aforementioned Committees together with details of their meetings held during the period under review, forms part of the Corporate Governance Report.

ANNUAL REPORT ON CSR ACTIVITIES

As required by the Companies (Corporate Social Responsibility Policy) Rules, 2014 the annual report on CSR activities undertaken by the Company during the year under review is attached as ‘Annexure-1' to this Directors Report.

DETAILS OF VIGIL MACHANISM

Pursuant to Section 177 of The Companies Act, 2013, the Board has adopted a Whistle Blower Policy to promote reporting of any unethical or improper practice or violation of the Company's Code of Conduct or complaints regarding accounting, auditing, internal controls or disclosure practices of the Company. It gives a platform to the Whistle blower to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints. The Company has appointed Sri Anurag Tandon, Chief Financial Officer as its Vigilance Officer and his address is Kothari Products Limited, C/62, Vibgyor Tower, 14th Floor, Bandra Kurla Complex, Bandra East, Mumbai-400098, E-mail Id:-anuragtandon@kothariproducts.in. The Company has assigned the email ID-anuragtandon@kothariproducts.in or deepakkothari@panparag.com or jayant.chaturvedi92@gmail.com which anyone can report or send written complaint to the Vigilance Officer, Chairman & Managing Director and the Chairman of the Audit Committee. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The aforesaid policy has been posted by the Company on its website under link “Investor Section.”

POLICIES OF THE COMPANY

Pursuant to the provisions of the Companies Act, 2013 and provisions of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, the Company has framed following Policies:-

1. Familiarisation Programmes

2. Terms & Conditions of Appointment of Independent Director

3. Risk Management

4. Determining Materiality of Events

5. Corporate Social Responsibility Policy

6. Code of Practices and Procedures for fair disclosure of Insider Trading

7. Board Diversity Policy

8. Code of Business Conduct & Ethics

9. Leak of UPSI

10.Nomination & Remuneration Policy

11.Policy for Determining Material Subsidiaries

12.Policy on dealing with Related Party Transactions 13.Preservation of Policy Documents 14.Retention Archival Policy 15.Vigil Mechanism, Whistle Blower Policy

The details of the aforesaid policies are mentioned in the Corporate Governance Report and copies of the aforesaid policies are placed on the website of the Company i.e. www.kothariproducts.in. However as required by section 178 of the Companies Act, 2013, the Nomination & Remuneration Policy developed by the Company is attached herewith as “Annexure-2”.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer & Refund) Rules, 2016, all dividends remaining unpaid/unclaimed for a period of 7 years from the date of their transfers are required to be transferred by the Company to the IEPF established by the Government of India. Accordingly all unpaid or unclaimed dividends upto the Financial Year 2016-17 have already been transferred and for the Financial Year 2017-18 will be transferred by the Company by September 2025 to the aforesaid fund. Further, as per the aforesaid provisions all relevant shares corresponding to the aforesaid unpaid/unclaimed dividends upto Financial year 2016-17 have also been transferred to the demat account of the IEPF authority as per the details mentioned below, the details of the aforesaid shares are also available under the heads “Investor's Section” on the website of the Company:-

Voting rights on the equity shares lying in the above demat account shall remain frozen until the rightful owner of such equity shares claims these equity shares.

DECLARATION BY INDEPENDENT DIRECTORS

Sri Deepak Gambhirdas Gandhi, Sri Pradeep Kumar & Sri Jayant Chaturvedi are Independent Directors on the Board of the Company. All the above named Independent Directors have given their respective declarations under Section 149(6) of the Companies Act, 2013 and the Rules made thereunder. In the opinion of the Board, the Independent Directors fulfill the conditions relating to their status as Independent Directors as specified in Section 149 of the Companies Act, 2013 and the Rules made thereunder.

STATUTORY AUDITOR AND AUDITORS' REPORT

M/s. G M. Kapadia & Co., Auditors of the Company, have carried out the Audit of the Company and have submitted Auditor's Report attached with the Financial Statements of the Company accompanying this Report. The aforesaid report does not contain any qualification, reservation or adverse remarks which need explanation in the Director's Report. The existing tenure of 5 years of the aforesaid auditors of the Company is coming to end at the ensuing Annual General Meeting of the Company.The Board of Directors of the Company, on being recommended by the Audit Committee, has proposed to re-appoint them for a further term of 5 years, subject to the approval of the members of the Company and the item for the aforesaid has been incorporated in the Annual General Meeting Notice.

DETAILS IN RESPECT OF FRAUDS

The Auditors of the Company have not observed any fraud to be reported under Section 143(12) of The Companies Act, 2013.

SECRETARIAL AUDIT & ITS REPORT

As required by Section 204 of The Companies Act, 2013, M/s. Adesh Tandon & Associates, Practising Company Secretary of Kanpur was appointed as the Secretarial Auditor of the Company and he has carried out the Secretarial Audit of the Company and has submitted his Report which is annexed to this report as ‘Annexure-3'. The aforesaid report does not contain any qualification, reservation or adverse remarks which need explanation in the Director's Report. The Secretarial Compliance Report for the F.Y.2024-25, pursuant to the requirement of the Regulation 24A of the Listing Regulations, 2015 is available on the website of the Company at www.kothariproducts.in.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board of Directors, subject to the approval of members in the ensuing Annual General Meeting, has re-appointed M/s Adesh Tandon & Associates, Practising Company Secretary (Membership No.2253; C.P. No.1121), Peer Reviewed, as the Secretarial Auditor to hold the office of Secretarial Auditor until conclusion of 41st Annual General Meeting of the Company and to conduct the Secretarial Audit of the Company for a period of 5 years effective from F.Y.2025-26 to 2029-30. His appointment has been set forth in the Notice convening ensuing Annual General Meeting for approval of members.

LOANS, GUARANTEES OR INVESTMENTS

The details of the Loans, guarantees and investments covered under sec.186 of the Companies Act, 2013 form part of the financial statements accompanying this Report.

STOCK EXCHANGE LISTING & COMPLIANCE

The Shares of the Company are presently listed at Bombay Stock Exchange Ltd., Mumbai & National Stock Exchange of India Ltd., Mumbai and the Company is regularly complying with all the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

CORPORATE GOVERNANCE REPORT

A detailed Corporate Governance Report that also contains disclosures as per Section 134 and 177 of the Companies Act, 2013 is attached and forms part of this Annual Report.

A certificate from the secretarial auditors of the Company regarding compliance with the conditions of Corporate Governance as required under SEBI (Listing Obligations & Disclosures Requirement) Regulations, 2015 is part of this Annual Report.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 & SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has carried out an Annual performance evaluation of the Board of Directors as a Whole, its own performance, its committees and the Directors individually.

The evaluation of non-independent Directors, Chairman and the Board as a whole was done at a separate meeting held by independent Directors. The performance evaluation of independent Directors was done by the entire board, excluding Directors being evaluated.

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

The Company has in place, an Anti-sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment, if any. All employees (Permanent, Contractual, Temporary, Trainees) are covered under this policy. There were no complaint received from any employee during the financial year 2024-25 and hence no complaint is outstanding as on 31.03.2025 for redressal.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The information, as required under SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 is as under:-a) INDUSTRY STRUCTURE AND DEVELOPMENTS

The first half of 2025 has been witnessing global trade tensions, sluggish global growth and geopolitical turmoil coupled with uneven inflationary pressure on various goods. The increasing protectionism and policy uncertainty could further reduce the growth at a time when the world economy is already entangled in a low-growth phase.

The outcomes of the ongoing negotiations on trade agreements between India and other countries could significantly affect the overall demand scenario and accordingly will shape the trade and business landscape between them.

On the domestic front, despite the global challenges, the Indian economy is expected to remain resilient with moderate growth in GDP and tax collection. In the current global scenario with high trade uncertainty and rising tariffs on goods, the country's growth is supported by its domestic oriented and services driven economy. b) OPPORTUNITIES & THREATS

India's economy performed well in FY 2025 and the performance in the coming quarters will be affected with various factors such as the global growth scenario, trade policy uncertainties, commodity price volatility and any external risks associated with geopolitical tensions. The distribution of monsoon will be crucial to monitor. However, the lower interest rates by RBI will be a supporting factor. The continued investment in infrastructure and digital expansion coupled with the domestic demand will play a positive role in the economy.

The strong performance of the construction and real estate sector, which lead to the GDP growth of the country, has supported the investment demand. The rapid construction of roads and flyovers/bridges, improvement in collection efficiency in the power sector and robust toll revenue performance were the prominent drivers which are beneficial for our Real Estate business.

As the Company deals in international trade, it is exposed to foreign currency risks, but the risk is minimized by in-house treasury management. The company also has a well-defined hedging policy through which the company monitors its currency exposure on a continuous basis and employs various hedging tools like forward cover, options etc.

The Company does have a comprehensive risk management system in place which includes internal controls which are commensurate to the size and nature of the inherent risks of the company's businesses. These Risk Management systems and processes enable the company to identify and manage the risks appropriately. c) SEGMENT-WISE PERFORMANCE

The trading division witnessed moderate growth during the year under review. In addition to this, the restructuring through disinvestment of subsidiary companies also enhanced the top line and bottom line of the Company. The revenue of the Trading division during the year under review has been Rs.43007 Lacs as compared to Rs.29861 Lacs during the previous year and that of the Real Estate etc., has been Rs.1840 Lacs as compared to Rs.1196 Lacs during the previous year. The profit before tax and interest from both the aforesaid division is at Rs.5344 Lacs and Rs.945 Lacs respectively as compared to the previous year figures of Rs.1152 Lacs & Rs.608 Lacs respectively. d) OUTLOOK

The outlook for Indian macroeconomic and corporate performance remains positive, with moderate GDP growth and controlled inflation. The forecast of an above normal monsoon has brightened the outlook of rural demand as it will support farm output and lower food inflation. Although the outlook for urban demand continues to remain mixed. Additionally, the consumption scenario is expected to increase due to lower tax burden, benign inflation and RBI rate cuts.

The performance of your Company in the coming quarters will depend upon the growth scenario, geopolitical situation, commodity prices, tariff and trade agreements between the countries and domestic demand conditions. With fresh policy direction and initiative by the government going ahead, we expect improvement in trading and real estate business in future.

The period of crisis and uncertainty in the markets is expected to take its own time and largely depends upon the various international factors to subside in due course, upon which your company will be able to tide over properly and shall also embark upon other trade prospects including diversification. e) RISKS AND CONCERNS:

These aspects have been mentioned under the Heading “Opportunities and Threats”. f) DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE COMPARED TO THE IMMEDIATE PREVIOUS

FINANCIAL YEAR)

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial control systems & other internal control procedures commensurate with the size of the Company and the nature of its business for the import & export of commodities, minerals etc., purchase of assets and with regard to the sale of goods to ensure proper recording of financial & operational information and compliance of various statutory compliances.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

These discussions have been enumerated under the headings “Financial Performance”, “2025 in Retrospect” & “Segment wise Performance” of this Report.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT

Human Resource is the most important element of any organization. Our Core Values are discipline, trust, integrity and work style. Core Values are established to align all the people in the organization in the direction of achieving stated goals all throughout the organization. The Company is taking sufficient steps for employee engagement and motivation. This has resulted in reduction of employee turnover. Your Company focuses on recruiting and retaining the best talent in the industry. Moreover, Company provides them proper induction, training and knowledge upgradation for the individual as well as organizational growth. The Company continues to maintain its record of cordial and harmonious industrial relations without any interruption in work. Further, as on 31st March, 2025 the Company had 42 employees on its roll.

RISK MANAGEMENT

The Company has in place a Risk Management framework to identify, Evaluate & Monitor Business Risks & Challenges across the Company. The Company has developed and implemented a Risk Management Policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 is as under:-

[A] CONSERVATION OF ENERGY a. Energy Conservation Measures taken:- The Company has taken all measures for conservation of energy most economically. b. The steps taken by the Company for utilizing alternate source of energy:- The Company has installed 570KVA Grid Solar Roof Top Power Plant. c. The capital Investments on energy conservation equipments:- Rs.2.70 Crores.

[B] TECHNOLOGY ABSORPTION

Since there is no manufacturing activity in the Company hence the information prescribed under this heading is not applicable to the Company.

[C] FOREIGN EXCHANGE EARNINGS AND OUTGO

INDUSTRIAL RELATIONS

Cordial and harmonious industrial relations prevailed throughout the year.

PARTICULARS OF EMPLOYEES

The information as specified in Sec.197 (12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is attached herewith as ‘Annexure-4' to this Report. Further, the information required under Sec.197 (12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended form part of this Report. However as per Section 136 of The Companies Act, 2013 the Annual report and Accounts are being sent to the members excluding the statement containing the names and other details of top ten employees in terms of remuneration drawn as required u/s 197 (12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014. However the aforesaid statement is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

ANNUAL RETURN & ITS WEB LINK

The Annual Return of the Company for the year ended 31st March, 2025 has been placed on the Company's web-site https://www.kothariproducts.in. The address of web-link for aforesaid Annual Return (MGT-7) is https://kothariproducts.in/ downloads/KPL-MGT-7-2025.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 have been enclosed with the report in the prescribed format AOC-2 as ‘Annexure-5'.

SECRETARIAL AUDIT & ITS REPORT OF MATERIAL SUBSIDARY - M/S KOTHARI PRODUCTS SINGAPORE PVT. LTD.

M/s.Kothari Products Singapore Pvt. Ltd. is the Material Unlisted Subsidiary of the Company as on 31st March, 2025 as per the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Secretarial Audit of M/s. Kothari Products Singapore Pvt. Ltd. is not required to be done as per aforesaid SEBI Regulations. Further, as mentioned under the heading “Subsidiaries & Associates” regarding KPL Exports Ltd. it is no longer a subsidiary of the Company due to its divestment on 16th July, 2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant, material orders passed by the regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

CASH FLOW STATEMENT

In conformity with the Regulation 34 (2) (c) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Cash Flow Statement for the year ended 31st March, 2025 is forming part of this Annual Report.

MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURING AFTER BALANCE SHEET DATE

There have been no material changes and commitments which have occurred between the end of Financial Year and the date of this report which can have impact on financial position of the Company.

COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable secretarial standards issued under section 118 of the Companies Act, 2013, have been complied with.

DETAILS OF ANY PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made by or against the Company or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year.

DETAILS OF DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT ETC.

The Company has not done any one time settlement from any bank or financial institutions. Hence the requirement to disclose 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 are not applicable.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the continued co-operation and support extended by various Government Departments, Bankers, Dealers & suppliers and also acknowledge and appreciate the contribution made by the employees.

The Board also wishes to place on record its gratitude to the valued customers, members and investors for their continued support and confidence in the Company.