Your Directors are pleased to present herewith their Report on the business and Operation of the
Company together with the Audited financials and Report of Secretarial Auditor for the financial
year ended on 31^st March, 2024.

Financial Highlights

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review the Company has recorded total revenue of ? 5,897.19 Lakh as against
? 6,716.48 Lakh in the previous financial year.

Your Company performed better during the year, despite challenging economic conditions, Your
Directors is of the opinion that the Company has the immense potential and adequate resources to
achieve the rapid rate of growth in the coming years. Your Company hopes to increase its presence
in the business in other Geographical Regions in the coming years, which will significantly increase
the top line and also its profitability.

CHANGE IN NATURE OF BUSNIESS

During the period under review, the Company has not changes its nature of business.

BUSINESS STRATEGY

At Kuwer, we are constantly striving to achieve higher goals and have been adding new machinery
and developing new products/ applications with the aim of meeting the ever-changing needs of the
discerning customer. With a team of dedicated qualified professionals and Total Quality
Management, we are able to deliver the right product to ensure total customer satisfaction. The
Company continues to focus on quality and strives to exceed the customer expectations at all times
we have extended its scope of working by using allied Equipments.

We adhere to stringent quality control norms during all production stages, right from raw material
sourcing till the shipment of goods. The whole procedures of quality control are perceived by our in¬
house Quality Assurance and Control (QA & C) department.

CAPITAL EXPENDITURE

Your Company is continuously from past many
years has tried and given its best to serve to its
customer, industry and its environment in
which its exist and in this regards has
upgraded the Boilers in the plants to CNG
engines from Diesel engines by investing 15-20
Lakh to perform its work more efficiently.

INDUSTRIAL RELATIONS

Your Company has always considered its
workforce as its valuable asset and continues to
invest in their excellence and development
programs. Your Company has taken several
initiatives for enhancing employee engagement
and satisfaction.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances,
has decided that it would be prudent, not to recommend any Dividend for the financial year ended
March 31, 2024. The Board assures you to present a much strong financial statements in coming
years.

PUBLIC DEPOSITES

During the year under review, the Company has neither accepted nor renewed any deposits in
terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

SHARE CAPITAL

During the year under review, no changes were carried out in the authorized and paid-up share
capital of the Company.

AUTHORIZED SHARE CAPITAL

The Authorized share Capital of the Company, as on March 31, 2024 is ? 15,00,00,000/- (Rupees
Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of ? 10/-
(Rupees Ten Only) each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL

The issued, subscribed and paid-up capital of the Company, as on March 31, 2024 is ? 9,07,60,720
(Rupees Nine Crore Seven Lakh Sixty Thousand Seven Hundred Twenty) divided into 90,76,072
(Ninety Lakh Seventy Six Thousand Seventy Two) equity shares of ? 10 each.

TRANSFER TO RESERVES (OTHER EQUITY)

Addition to the reserve is as follows:

(Amount in Lakhs

AUDITORS AND AUDITORS’ REPORT

a. Statutory Auditor:

M/s PVSP & Co., Chartered Accountants (FRN: 008940N), New Delhi, continue as Statutory
Auditor of the Company. In accordance with Section 139 of the Companies Act, 2013, the Board
of Directors at their meeting held on September 01, 2022, based on the recommendation of the
Audit Committee, has recommended the appointment of M/s PVSP & Co., Chartered
Accountants (FRN: 008940N), New Delhi, as a Statutory Auditor of the Company for a period of
5 consecutive years, commencing from conclusion of 30th AGM till the conclusion of 36th AGM,
to be held in the Year 2027.

M/s PVSP & Co. have confirmed their willingness and eligibility for appointment in accordance
with Section 139 read with Section 141of the Act.

The Statutory Auditors of the Company have not reported any fraud as specified under the
second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force). The Auditors’ Report for the
financial year ended 31st March, 2024, does not contain any qualification, reservation or
adverse remark.

Auditor’s Report

Statutory Auditor of the Company has submitted Auditor’s Report on the Accounts of the
Company for the accounting year ended on 31^st March, 2024. The Auditor’s report is self -
explanatory and requires no comments.

b. Secretarial Auditor

The Board has appointed M/s Amit H.V. & Associates (Prop. Mr. Amit Kumar), a Practicing
Company Secretary, to conduct Secretarial Audit under the provisions of Section 204 of the
Companies Act, 2013 for the financial year 2023-24.

The Secretarial Auditor of the Company have submitted their Report in form No. MR-3 as
required under Section 204 of the Companies Act, 2013 for the financial year ended 31^st March,
2024. The Secretarial Auditor Repot is annexed herewith and marked as Annexure I to this
Report. Explanation to the observation of Secretarial Auditor is as follows:

1. In terms of Regulation 46 of SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015, listed entity is required to maintain a functional website containing the basic information
about the Company. During the year under review it has been observed that the Company’s
website is not working, management of the Company trying to resolve the same at earliest.

Management Reply

Management of the Company assure you that Effective and Efficient steps will be taken by the
Company in the Coming Financial Year to resolve and Comply all the above mentioned Remarks
given by the Secretarial Auditor of the Company.

c. Internal Auditor

Your Company appointed M/s A B N K & Co., Chartered Accountants, New Delhi, FRN:
033641N, as the internal auditor for the financial year 2022-23.

DIRECTORS AND KEYMANAGERIAL PERSONEL

APPOINTMENT, RETIREMENTS AND RESIGNATION

During the financial year 2023-24, there has been no change in the Directorship of the Company.

In accordance with the requirements of the Companies Act, 2013 the Directors liable to retire by
rotation shall not include Independent Directors and Additional Director, hence the number of
Directors whose office is liable to retire at the annual general meeting are 2 namely:

1. Mr. Tarun Aggarwal

2. Mrs. Megha Agarwal

Mrs. Megha Agarwal the Director of the Company retires by rotation and being eligible offer herself
for Re- appointment.

Appointments

During the financial year 2023-24, there has been no change in the Directorship of the Company.
Resignation

During the financial year 2023-24, there has been no change in the Directorship of the Company.
Retirements by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act,
2013 and Articles of Association of the Company, Mrs. Megha Agarwal (DIN: 07129138), Director of
the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has
offered for her re-appointment.

DIRECTOR AND KEY MANAGERIAL PERSONNEL (KMPs)

Pursuant to provisions of Section 2(51) and 203 of the Companies Act, 2013, the Key Managerial
Personnel (KMP) of the Company during the year are as follows:-

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act,
2013 and Rules made thereunder or any other provisions of the Companies Act, 2013. The
Directors have also made necessary disclosures to the extent as required under provisions of
section 184(1) of the Companies Act, 2013. All members of the Board of Directors and senior
management personnel affirmed compliance with the Company’s Code of Conduct policy for the FY
2023-24.

* Ms. Kalpana Sharma, Company Secretary had resigned from the post of Compliance officer of the
Company w.e.f. 04^th August, 2023.

** Ms. Supriya Chakraborty, has appointed as Compliance Officer being Company Secretary of the
Company w.e.f. 01^st September, 2024.

Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company
confirming that:

a) they meet the criteria of independence as prescribed under section 149 of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and

b) they have registered their names in the Independent Directors’ Data bank pursuant to Sub-rule
(1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014
and amendments thereto.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own
performance, as well as the evaluation of the working of its Committees and individual Directors,
including Chairman of the Board. The performance evaluation of all the Directors was carried out
by the Nomination and Remuneration Committee. The performance evaluation of the Board as a
Whole and the Non-Independent Directors was carried out by the Independent Director While
evaluating the performance and effectiveness of the Board, various aspects of the Board’s
functioning such as adequacy of the composition and quality of the Board, time devoted by the

Board to Company’s long-term strategic issues, quality and transparency of Board discussions,
execution and performance of specific duties, obligations and governance were taken into
consideration. Committee performance was evaluated on the basis of their effectiveness in carrying
out respective mandates. A separate exercise was carried out to evaluate the performance of
Directors, who were evaluated on parameters such as level of engagement and contribution to
Board deliberations, independence of judgments, safeguarding the interest of the Company and
focus on creation of shareholders value, ability to guide the Company in key matters, attendance at
meetings, etc. The Executive Directors were evaluated on parameters such as strategy
implementation, leadership skills, quality, quantity and timeliness of the information flow to the
Board

The Directors expressed their satisfaction with the evaluation process.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets
as well as to improve the overall productivity of its operations. All the transactions are properly
authorized, recorded and reported to the management. The Company is following all the applicable
Accounting Standards for properly maintaining the books of accounts and reporting financial
statements. Te detailed process of review not only ensures reliability of control systems and legal
compliances with applicable legislation, defined policies and processes but also reviews efficiency of
systems and ensures safeguarding of tangible and intangible assets.

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration as required under Section 178 of the Companies Act, 2013.
The Nomination & Remuneration Policy of the Company is annexed herewith and marked as
Annexure II to this Report.

RISK MANAGEMENT

The Company has adopted the Risk Management policy that defines and lays out the strategies and
methodology to decide on the risk taking ability of the organization. The Company constantly
reviews its exposure to various types of risk, whether it be regulatory, operational, environmental,
financial or political. The Company has in place adequate systems to ensure compliance with all
regulatory and statutory matters reviews the same on a periodic basis and takes appropriate
corrective action when necessary.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions
of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the
annual accounts for the year ended 31^st March, 2024 and state that:

a. In the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable
accounting standards read with requirements set out under Schedule III to the Companies Act,
2013, have been followed and there are no material departures from the same;

b. That the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the profit and
loss of the company for that period;

c. That the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities;

d. That the directors had prepared the annual accounts on a going concern basis;

e. The directors, had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively; and

f. That the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

Based on the internal financial control framework, audit procedure and compliance system as
established and maintained by the Company, the Board is of the opinion that the Company’s
internal financial controls were adequate and effective during the financial year 2023-24.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is
required be given showing the names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

i. The ratio of the remuneration of each Director to the median remuneration of the employees of
the Company for the financial year 2023-24:

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year 2019-20:

iii. The percentage increase in the median remuneration of employees in the financial year 2023-24:
There has been no change in the median remuneration to the employees.

iv. The number of permanent employees on the rolls of company: 45

v. Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the
managerial remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration: N.A.

vi. The key parameters for any variable component of remuneration availed by the Directors:
variable component of remuneration is availed by Directors.

vii. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration
Policy of the Company.

LISTING ON THE STOCK EXCHANGE

The Equity shares of the Company are listed at BSE Limited. The trading in to the equity shares of
the Company is active on the BSE Limited under XD Group.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance with the
Section 188 of the Companies Act, 2013. However, there were related party transactions. All related
party transactions that were entered by the Company during the financial year were in the ordinary
course of business and on an arm's length basis. All related party transactions are presented to the
Audit Committee and the Board for approval.

Pursuant to Clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rules 8(2)
of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements or
transactions entered into by the Company with related parties has disclosed in Form No. AOC- 2
which is attached as Annexure-IV.

The policy on materiality of related party transactions and dealing with related party transactions
as approved by the Board can be accessed on the Company's website at the link www.kuwer.com.

The details of the transactions with related party are provided in the accompanying financial
statements.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line
with the delegated authority. The following substantive Committees constituted by the Board
function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the copy of Annual Report in form
MGT-7 is available at the official website of the Company www.kuwer.com.

B) MEETINGS OF THE BOARD

The Board duly met at regular intervals to discuss and decide on business strategies/policies and
review the financial performance of the Company. The notice along with agenda and notes on
agenda of each Board Meeting was given in writing to each Director.

During the financial year ended March 31, 2024, 5 meetings of the Board of Directors were held as
against the statutory minimum requirement of 4 times. None of the two Board Meetings have a gap
of more than 120 days between them. The dates of meetings are mentioned below:

C) COMPOSITION OF AUDIT COMMITTEE

The Board has constituted the Audit Committee under the applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Recommendation by Audit Committee: There were no such instances where the recommendation of
Audit Committee has not been accepted by the Board during the financial year under review.

The Audit Committee presently comprises of three members, including one Executive Director viz.
Tarun Aggarwal, and two Non-executive Independent director viz. Mr. Pranav Gupta, and Mr. Rahul
Aggarwal who is Chairperson of the Committee. All the members are well versed in corporate
finance and related areas.

The representative(s) of Statutory Auditors are permanent invitees of Audit committee meetings.

During the financial year under review, 4 (Four) Audit Committee Meetings were held. The details of
Meetings are as below:

D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted the Nomination & Remuneration Committee under the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Nomination and Remuneration Committee as on date comprises of three members, Mr. Pranav
Gupta, Mrs. Anjali Garg, and Mr. Rahul Aggarwal, Mr. Pranav Gupta is Chairperson of the
Committee.

E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Board has constituted the Stakeholders & Relationship Committee under the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Stakeholder Relationship Committee as on date comprises of three members, including one
Executive Director viz. Tarun Aggarwal, and two Non-executive Independent director viz. Mr. Pranav
Gupta and Mr. Rahul Aggarwal.

F) VIGIL MACHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for its Directors and employees to report their
genuine concerns or grievances. The policy provides a framework for directors and employees to
report genuine concerns about unethical behavior, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy. Protected disclosures can be made by a whistle blower
through an email or to the Chairman of the Audit Committee. The vigil mechanism/whistle blower
policy can be accessed on the Company's website at the link: www. kuwer. c om.

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

The Company has zero tolerance towards sexual harassment at workplace. The Board of Directors
has constituted an Internal Complaints Committee to consider and redress complaints of sexual
harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment
at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2023-24, the Company has received no complaints on sexual harassment.

H) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY
PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided in the
financial statements.

I) CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of Section 135 of Companies Act, 2013 Corporate Social Responsibility not applicable
on the Company.

J) CORPORATE GOVERNANCE REPORT

Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 shall
be applicable those companies having paid up equity share capital exceeding ?10 crore and Net
Worth exceeding ? 25 crore, as on the last day of the previous financial year. The paid up share
capital and net worth of your Company do not come under the purview of applicability of Regulation
27 of Listing Regulations i.e. Corporate Governance. Therefore separate report of corporate
governance is not attached herewith.

In spite of above exemption, Your Company adopts best practices for corporate governance,
disclosure standard and enhanced shareholder value while protecting the interest of all other

stakeholders including clients, its employee. This has enabled your Company to earn the trust and
goodwill of its investors, business partners, employees and the communities in which it operates.

The certification by CFO as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 is attached and marked as Annexure -‘C’.

K) COST RECORDS

The provisions of Section 148 are not applicable on the Company. Consequently, the company is
not liable to maintain such cost records.

L) INTERNAL COMPLAINT COMMITTEE

The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

M) DISCLOSURE RELATING TO MATERIAL VARIATION

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015, there is no significant material variances noted in the Company.

N) SECRETARIAL STANDARDS

Secretarial Standards, i.e. SS-I, SS-II and SS-III relating to ‘Meetings of the Board of Directors’,
‘General Meetings’ and ‘Dividend’ respectively to the extent as applicable have been duly followed by
the Company.

O) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has not transferred any amount in investor Education
and Protection Fund.

P) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Managing Directors of the Company did not receive any remuneration or commission from
subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company's operations in future.

SUBSIDIARY & ASSOCIATE COMPANY

The Company does not have any subsidiary and associate Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director's report for
the year ended 31^st March, 2024 are given below:

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The provisions related conservation of energy does not apply to the Company, therefore, the
information as provided in Performa given in Form A under the Companies (Accounts) Rules, 2014
is not given. However, the Company is conscious about its responsibility to conserve energy, power
and other energy sources wherever possible. We emphasis towards a safe and clean environment
and continue to adhere to all regulatory requirements and guidelines.

The Company has been taking energy saving measures viz., Use of energy saver electrical
Equipments, CFL fittings are provided inside the building for common area lighting in the projects
of the Company, Efficient ventilation system in offices and the projects of the Company.

Moreover, your company emphasis towards a safe and clean environment and continue to adhere to
all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your company has not undertaken any research and development work during the year 2020-21.
However, in order to minimize its cost and increase the quality of its projects, your Company is
trying to maintain highest standard of quality.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Foreign Exchange, earnings and Outgo are given as below:-

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development
Authorities connected with the business of the Company, Bankers of the Company, Housing
Finance as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed
and to the Customers for their valued patronage.

i) The Board also takes this opportunity to express its sincere appreciation for the efforts put
in by the officers and employees at all levels in achieving the results and hopes that they
would continue their sincere and dedicated Endeavour towards attainment of better working
results during the current year.

By order of the Board
For Kuwer Industries Limited

Sd/- Sd/-

Tarun Aggarwal Megha Aggarwal

(Managing Director) (Whole Time Director)

DIN: 01320462 DIN: 07129138

Place: New Delhi D-1004, New Friends Colony, D-1004, New Friends Colony,

Date: 02.09.2024 New Delhi-110025 New Delhi-110025