Your Directors have pleasure in presenting Company's 42* Annual Report and Audited
Financial Statements for the financial year ended March 31^-, 2024.

1. FINANCIAL RESULTS (Rs. In Lakhs

2. HIGHLIGHTS OF PEFORMANCE

During the year, the Company's working resulted in profit before interest and
depreciation of Rs 55.12 Lacs. After adjustment of Interest, depreciation and tax, the
year resulted in profit of Rs. 34.04 lakhs as compared to the profit of Rs. 19.48 lakhs in
the previous year. The Company's assessment under Income Tax Act, 1961 is
completed uptoA.Y. 2023-24 and there was no outstanding demand.

Indian Accounting Standards (lnd-AS)-IFRS Converged Standards.

The Company has adopted Indian Accounting Standards (Ind-AS) with effect from 1st
April, 2017 pursuant to Ministry of Corporate Affairs' notification of the Companies
(Indian Accounting Standard) Rules, 2015 and the Annual Accounts of 2023-24, has
been drawn in termsof provisions of the Ind-AS.

Future Outlook:

The present lease agreements of God owns of the Company given on rent are upto
31.05.2025 but themanagement expectspossibilities of its further renewal.

3. TRANSFERTO RESERVES

The Company has retained the amount of Rs. 34.04 lakhs in the Profit and Loss
Account and no amount has been transferred to General Reserve.

4. DIVIDEND

During the year, the Board of Directors do not recommend any dividend on Equity
shares

5. SHARE CAPITAL

The Company's Authorized Capital remains unchanged at Rs. 200 Lakhs. The Paid up
Equity Share Capital of the Company as on the date of Balance Sheet stands
unchangedat Rs. 85,01,000/- (comprisingof8,50,100 Equity shares of Rs. 101- each).

6. FD(ED DEPOSITS

Your Company has not invited any deposits during the financial year under review.

7. SUBSIDIARIES

Your Company does not have any subsidiary within the meaning of the Companies Act,
2013 During the financial year ended 31^- March 2024, no entity became or ceased to
be the subsidiary, joint venture or associateof the Company.

8. DIRECTORS ANDKEYMANAGERIAL PERSONNEL

a. In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Rules made thereunder, Mr. Vishwa Nath Khandelwal (DIN: 00161893), Whole-time
Director(Finance) & CFO retires by rotation atthe ensuing Annual General Meeting
and being eligible offers himself for re-appointment to the Board.

During the Financial Year 2023-24 there were following changes in the composition
of Board of Directors:-

Mr. Alul Bagla, Independent director of the Company has resigned from the Board of
Directors w.e.f 30" September 2023 due to his pre-occupation and other personal
commitments. The Board has appointed Mr. Prakhar Pandey as an additional
directorinthe capacity of Independent Direct orw.e.f. 12" August2023 fora period of
five years, whose appointment was approved by the shareholders in their Annual
General Meeting held on23^- September, 2023.

Pursuant to the Companies (Appointment and Qualification of Directors) Fifth
Amendment Rules, 2019, all Independent Directors have registered their name in
the data bankof Independent Directors.

During the current year, Mrs. Rekha Kejriwal and Mr. Ashok Gupta shall cease to be
directors on the dateof ensuing Annual General Meeting forthe calendar year 2024
on completion of their second term.

The Board has appointed Mrs. Surabhi Tuli and Mr. Gopesh Sahu as an additional
director in the capacity of Independent Director W.e.f 12* August, 2024, whose
appointment is subject to approval in the ensuing AGM tobe held on28" September,
2024 in order to fill the vacancy which shall occur due to the cessation of Mrs. Rekha
Kejriwal and Mr Ashok Gupta fromthe same post in theensuing AGM.

All Independent Directors have given declarations of compliance of Rule 6(1) & (2)
of Companies (Appointment and Qualification of Directors) Rules, 2014 as
amended along with the declaration that they meet the criteria of independence as
laid down under Section 149 (6) of the Companies Act, 2013.

b. Ms. Satyansha Dubey has resigned from the position of Company Secretary and
Compliance Officer of the Company w.e.f 31.08.2024 and the board took note of the
same in its meeting held on 12.08.2024. The Board places on record its appreciation
for the efforts and contribution received from Ms. Satyansha Dubey during her
tenure as the Company SecretaryandComplanceOfficerof the Company.

c. Mrs. Nida Khatoon, a qualified Company Secretary has been appointed as the
Company Secretary and Compliance Officerof the Company w.e.f 02.09.2024 and
the board took note of the same in its meeting held on 12.08.2024. She shall be
joining as Company Secretary and Compliance Officer w.e.f 02.09.2024 in place of
Ms. Satyansha Dubey who has resigned from the same post w.e.f 31.08.2024.The
aforesaid appointment has been made pursuant to a detailed evaluation by the
Nomination and Remuneration Committee members and their unanimous
recommendation tothe Board.

d. Mr. Dinesh Khandelwal (DIN: 00161831), Whole-time Directa (Finance) & CFO; Mr.
Vishwa Nath Khandelwal (DIN: 00161893), Whole time Director (Wbrks) and Ms.
Satyansha Dubey, Company Secretary and Compliance Officer are the Key
Managerial Personnel of the Company fa the F.Y. 2023-24. Mrs. Nida Khatoon shall
hold the position of Company Secretary and Compliance Officer w.e.f 02.09.2024
subsequent tothe resignation of Ms. Satyansha Dubey from the same post

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013; the Nomination and
Remuneration Committee famulated the criteria fa evaluation of the perfamanceof
the Board of Directors, Its various Committees constituted as per the provisions of the
Companies Act, 2013 and individual directas. Based on that, the Board of Directas
carried out an annual evaluation of its own performance and of its various Committees
viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder
Relationship Committee and Committee of Directors and expressed their satisfaction
with its p erf am a nee and p erf am a nee of its Committees The Board of Directas also
evaluated the perfamance of individual Director on the basis of self-appraisal and
expressed their satisfactory performance. The Board of Directas also carried out an
annual perfamance evaluation of its Independent Directas and expressed their
satisfaction withtheir functioning/performance.

In tarns of Schedule IV to the Companies Act, 2013, the Independent Directas also
convened a separate meeting for this purpose and evaluated the perfamance of
Chairman and Non- Independent Directas.

10. REMUNERATION POLICY

The Board of Directas on the recommendation of the Nomination and Remuneration
Committee has framed a policy whch lays down a framework in relation to
remuneration of Directas, Key Managaial Personnel and Senia Management of the
Company. The Policy covers the critaia fa selection and appointment of Board
Members and senior management and their remuneration. The Company's
Remuneration Policy is based on the principles of (i) Pay fa Responsibility and Duties,
(i) Pay fa Potential and (iii) Pay fa growth of the Company.

The Nomination and Remuneration Committee is vested with powas to determine
yearly increments/salary increase of Executive Directas/ KMPs and one level below
based on their performance and contribution towards profitability and sustainability of
Company. Non Executive Directors are paid only sitting fee which is decided by
Nomination & Remuneration Committee.

11. RISK MANAGEMENT POLICY

The Company's business at present is limited to leasing out the godowns which have
limited risk As leasing to a renowned corporate entity has little risk.

12.INTERNAL CONTROL SYSTEM

The Company has an adequate system of intanal control relating to purchase,'repairs &
maintenance items commensurate with the size of the Company and nature of its
business. The Company has also Internal Control System for speedy compilation of
Accounts and Management Information Repats and to comply with applicable laws
and regulations. The Company has a well defined aganizational structure, authaity
levels and internal rules and regulations for conducting business transactions suitable
to the size of the business.

The Company has already formed an Audit Committee which met four times in a year.
Audit Committee also ensures proper compliance with the provisions of The
Companies Act, 2013 and also reviews the adequacy and effectiveness of the internal
control environment and monitors implementation of internal audit recommendations.
Besides the above, Audit Committee is actively engaged in overseeing financial
disclosures and in reviewngyourCom party's risk management policies.

13.INTERNAL FINANCE CONTROLS

In accordance with Section 134(5) (e) of the Companies Act, 2013, the Company has
Intanal Financial Controls Policy by means of policies and procedures commensurate
with the size & nature of its operations and pertaining to financial reporting In
accordance with Rule 8(5) (vii) of Companies (Accounts) Rules, 2014, it s haeby
confirmed that the Internal Financial Controls are adequate with reference to the
financial statements.

14. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Whistle Blowa Policy to report genuine concerns a grievances
detrimental to the interest of the Company. The Whistle Blowa Policy/Vigil Mechanism
has been posted onthe website ofthe Company

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered intodurhg the financialyear were on an
arm's length basis and in the ordinary course of business and the provisions of Section
188 of the Companies Act, 2013 are not attracted. Thae are no materially significant
related party transactions made by the Company with Promotas, Directors, Key
Managerial Personnel a other designated pasons which may have a potential conflict
with the interest of the Company at large. Thus, disclosure in Form AOC-2 was not
required. Details of transactions made are disclosed in financial statements. All related
party transactions are presented to the Audit Committee and the Board. Omnibus
approval of Audit Committee was obtained for the transactions which are foreseen and
repetitive in nature.

16.STATUTORY A UDI TORS AN DTHFIRRF PORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules
made there under M/s. P.L. Tandon & Co., Kanpur, Chartered Accountants, (ICAI
Registration No 000186C) were appointed as the Statutory Auditors of the Company to
hold office for five consecutive years starting from the conclusion of the 40th Annual
General Meeting (AGM) held on September 24, 2022 until the conclusion of the 45th
AGMofthe Company to be held in year 2027.

No frauds are reported by auditors under Section 143(12) of the Companies Act, 2013
in theAuditors' Report forthefinancial Year ended3l” March, 2024.

There are no qualifications, reservations or adverse remarks or disclaimer made in the
Auditors' Report for the financial year ended 31^- March, 2024 which requires any
clarification or explanation by the Board of Directors.

The Auditors' Report is enclosedwith the financial statements in thisAnnual Report.
17.SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of The Companies Act, 2013 and the Rules
made there under, M/s. Banthia & Co, Practicing Company Secretary (CP No 1405),
Kanpur, were appointed to conduct the Secretarial Audit of the Company for the year
ended 31^-March, 2024.The Practicing Company Secretary has submitted his Report
on the secretarial audit which is annexed as Annexure I to this Directors' Report. The
Secretarial Audit Report does not contain any adverse observation or qualification
requiring explanation or comments from the Board under Section 134(3) (f) of the
Companies Act, 2013. Further, he has been duly re-appointed to conduct the
Secretarial audit of the company for the Financial Year 2024-25.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BYAUDITORS
Pursuantto the provisions of Section 143(12)oftheCompaniesAct, 2013. no instance
of fraud has been reported by the auditors against the Company.

19. DIRECTORS* RESPONSIBILITY STATEMENT

Pursuantto Section 134(5)ofthe CompamesAct 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have
been followed with no material departure:

b) they have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true
andfair view of the stateof affairs of theCompany at the end of the financial year and
ofthe profit ofthe Company for the same period;

c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions ofthe Companies Act, 2013
fa safeguarding the assets ofthe Company and fa preventing and detecting fraud
andother irregularities,

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the Company that are adequate and
are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that these are adequate and are operating effectively.

20. MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commlments made by the Company affecting the
financial position of the Company between the end of financial year and date of the
Report.

21. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS ORCOURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator a Court a
Tribunal impacting the going concern status and Company's operations in future. On
reassessment of VAT cases For F.Y.2016-17& 2017-18, tax liability of 24.24 Lacs has
been assessed and adjusted against VAT refund due. The Company has filed appeal in
the matter before appropriate/competent authority. The Hon'ble Apex Court in similar
matter/ facts has ruled against the GST Department Hence all claims of GST are
extinguished and Company expects to get refund after the Department finalizes the
cases.

CHANGE INTHE NATURE OF BUSINESS

The Company had closed manufacturing operations in 2018. During the F.Y. 2021 -22 all
the plant and machineries and stores and spare parts have been sold. It has leased out
all godowns at year end of the Company situated at Akrampur-Magarwara, Distt.
Unnao. This continued fa 2023-24
22.STATUTORY DISCLOSURES:
i. CORPORATE GOVERNANCE

The Company is exempted from compliance of Corporate Governance provisions as
per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
iL ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3Ha) ofthe Companies Act, 2013 the
Annual Return as on 31' March, 2024 is available on the website ofthe Company and
can be accessed atwww.khandelwalextractions.conVannouncements.html.
in. MEETINGS OFTHE BOARD AND COMM ITTEES HELD DURING THE YEAR

a. The Board of Directas met four times during the year on 27 05.2023,12.08.2023,

08.11.2023 and 10.02.2024. Allthe Directorswere present in all the meetings.

b. The Audit Committee famed under Section 177 of Companies Act, 2013, consisting
of Mr. Ashok Gupta, Chairman; Mr. Atul Bagla and Mr. KN.Khandelwal met four
times during the year on 27.05.2023, 12.08.2023, 08.11.2023 and 10.02 2024. All
the members were present in allthe meetings. PrakharPandeywasappointedw.e.f.

12.08.2023 and attended all meetings thereafter

c. During the year, Nomination and Remuneration Committee consisting of Mr. Ashok
Gupta, Chairman; Mr. Atul Bagla and Mr. K.N. Khandelwal met one time during the
year on 12.08 2023. All the members of the said committee were present in the
meeting.

d. The Stake Holders Relationship Committee consisting of Mr. Ashok Gupta,
Chairman; Mr. K.N. Khandelwal and Mr. Dinesh Khandelwal met once on

23.03.2024 to take note of investa complaints/grievances. All the members of the
said committee were present in the meeting.

e. Independent Directors held a meeting on 23.032024 to assess /evaluate the
performance of Chairman and Non-independent Directors and concluded their
satisfaction ontheir perfamances.

h. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is notapplicabletothe Company.

V. DISCLOSURE UNDER SECTION 186: LOANS AND INVESTMENTS

Loans and investments were made for deployment of surplus funds which are within the

limits as prescribed u/s 186 of the Companies Act, 2013. Details are given in financial

statements annexed in the Annual Report for F.Y 2023-24.

vL CONSERVATION OFENERGY

NotAppficable.

vil TECH NO LOGY ABSORPTION
NotAppli cable.

via IMPORTS / EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no import/export and no faeign exchange earnings and outgo incurred
during theyear under review.

ix. REMUNERATION RAID TO EXECUTIVE DIRECTORS AND KEY MANAGERIAL
PERSONNAL

Details of remuneration paid to Directors, KMPs are given in Form No. MGT-7 (copy of
which is available on the website ofthe Company). Further, details as required under
Rule 5(1) of The Companies (Appointment and Remuneration of Managerial
Personneli Rules 2014 read with section 197(12) of the Act, are same as perprevious
year. The Board appointed Mr. Prakhar Pandeyas an additional director in the capacity
of Independent Directa w.e.f 12.08.2023 on the recommendations of Nomination and
Remuneration Committee. He was entitled to sitting fees as decided by the Nomination
and Remuneration Committee. Non-executive Directas have been paid only sitting
fees.

There was no employee getting salary in excess of the lim it as specified under Rule 5(2)
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 read with section 197 (12) of the Act throughout or part ofthe year under review.

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

No complaint has been received under the afaesaid Act during the year under
reference.

23. ENVIRONMENT ANDSAFETY

In the present business there is no generation of pollution of any sort. Security
personnel are duly employed fa safety of godowns/assets.

24. LISTING OF EQUITY SHARES

The Equity shares continue to be listed with BSE Ltd. The Company has paid the
Annual Listing fee fa the year 2023-24 tothe said stock exchange.

25. DEM ATE RIAL IS ATI ON OF SHARES/APPOINTMENTOF RTA

The Company has necessary arrangements with National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable the
shareholders to demateralize their shareholding in the Company fa which they may
contact the Depository Participant of the above Depository. The Company's I SIN No. is
INE687W01010.

M/s Alankit Assignments Limited, New Delhi continues as its Registrar and Share
Transfer Agent (RTA) fa providing services in respect of transfer and dematerialization
of securities of theCompany with NSDL/CDSL.

26. MANAGEMENT DISCUSSSION AND ANALYSIS REPORT

The present leasing agreements of Godowns of the Company on rent are upto May
2025 and management expects fa extension/renewal ofthe agreement.

2/.COMPLIANCE Wl IH APPLICABLE SECRETARIAL SIANDAKD
The Company has complied with the applicable Secretarial Standards, SS-1 on
Meetings of the Board of Directas and SS-2, SS-3 and SS-4 on General Meetings and
Board Meeting issued bythe Instituteof Company Secretaries of India.

28. ACKNOWLEDGMENT

Your Directors thank all the Stakeholders including employees for their continued
support to your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Kanpur ^KNKSp^LZ

Date: 12.08.2024