The Board of Directors hereby submits the report of the
business and operations of Kataria Industries Limited (“the
Company") (Formerly known as Kataria Industries Private
Limited), along with the audited financial statements, for
the financial year ended March 31, 2025.

Business Overview

Kataria Industries Limited was incorporated in 2004 with
the objective of manufacturing and supplying ingots, wires,
pipes, tubes, and plastic products. Over time, the Company
streamlined its operations by transferring its Plastic and
Wind Mill Divisions in 2013 pursuant to a Scheme of
Arrangement and Demerger sanctioned by the Hon'ble
Madhya Pradesh High Court, thereby focusing on its core
strengths in the steel and infrastructure sector.

The leadership of the Company is driven by Mr. Arun
Kataria, Promoter and Managing Director, and Mr. Anoop
Kataria, Whole-Time Director and CFO. With strong
expertise in operations, finance, and strategic growth, the
management has built a culture emphasizing innovation,
efficiency, and customer-centric values.

The Company is engaged in the manufacturing and supply
of:

Low Relaxation Pre-Stressed Concrete (LRPC) Strands and
Steel Wires

Post-Tensioning (PT) Anchorage Systems (Anchor Cone,
Anchor Head, and Wedges)

HDPE Single Wall Corrugated (SWC) Sheathing Ducts and
Couplers

Aluminium Conductors

Our products cater to critical sectors such as Infrastructure,
Roads, Bridges & Flyovers, Metros, Railways, High-Rise
Buildings, Atomic Reactors, LNG Tanks, and Power
Transmission & Distribution Lines. The Company's
commitment to quality is demonstrated by its certification
under ISO 9001:2015.

Key Developments in FY 2024-25

IPO: On July 24, 2024, the Company successfully launched
its Initial Public Offering (IPO), raising ?58 crore. The
proceeds are being utilized for capital expenditure, debt
repayment, and working capital requirements, thereby
strengthening the financial position and enabling future
expansion.

Acquisition: On October 22, 2024, the Company acquired
the Wire Division of Ratlam Wires Pvt. Ltd. on a slump sale,
going-concern basis for ?306.00 million. This acquisition
enhances Kataria's product portfolio with Spring Steel
Wires, PC Strand Wires, and Galvanized/Ungalvanized
Wires, while expanding its presence in industries such as
automobiles and railways.

Outlook

Kataria Industries is focused on scaling its operations,
diversifying its product offerings, and pursuing sustainable
growth opportunities. With robust infrastructure, advanced
manufacturing capabilities, and a strong leadership team,
the Company is well-positioned to strengthen its market
presence and contribute meaningfully to India's
infrastructure and industrial development.

Financial Performance

During the year under review, the Company has earned
total income of INR 35,199.94 Lakhs as against the total
income of INR 34,149.66 Lakhs of previous year which
states 3.08% increase in the total income as compared to
previous year.

The profit before tax in the financial year 2024-25 stood at
INR 1,330.09 Lakhs as compared to profit of INR 1,454.23
Lakhs for last year which state 8.54% decrease in Profit
before tax and net profit after tax stood at INR 1,095.57
Lakhs as compared to profit of INR 1,042.46 Lakhs for the
previous year which state 5.09% increase in profit of the
Company.

The improvement in bottom-line performance was mainly
supported by a significant reduction in finance cost and
effective financial management, which helped offset the
impact of higher operational expenses. The Company
continues to focus on strengthening operational efficiency
and sustainable growth.

Financial Statements

The audited financial statements of the Company are drawn
up, for the financial year ended March 31, 2025, in
accordance with the requirements of the accounting
standards specified under section 133 of the Act, read with
rule 7 of the Companies (Accounts) Rules, 2014 and other
accounting principles.

Dividend

With a view to conserve and save the resources for future
prospect of the Company, your directors regret to declare
dividend for the financial year 2024-25 (Previous Year Nil).

Transfer to General Reserve

Your Directors do not propose to transfer any amount to
the General Reserves. Full amount of net profit is carried to
reserve & Surplus account of the Company.

Change in Nature of Business

There was no change in the nature of business of the
company during the year under review.

Transfer of Unclaimed Dividend to Investor
Education and Protection Funds (IEPF)

The provision of Section 125 of Companies Act, 2013 is not
applicable to the company as the company has not
declared any dividend to its shareholders.

Share Capital

During the year under review, following changes were
carried out in the paid-up share capital of the Company:

Authorized Capital

The Authorized Share capital of the company stood at INR
22,00,00,000/- (Rupees Twenty-Two Crore Only) divided
into 22000000 (Two Crore Twenty Lacs) equity shares of
INR 10/- (Rupees Ten Only).

Issued, Subscribed & Paid-up Capital

During the year under review, pursuant to the initial public
offering of 56,84,400 equity shares of INR 10/- each at the
issue price of INR 96/- (Rupees Ninety-Six Only) per equity
share (i.e. at the premium of INR 86/- (Rupees Eighty-Six
Only) per equity share), aggregating to INR 54,57,02,400/-
(Rupees Fifty-Four Crore Fifty-Seven Lacs Two Thousand
Four Hundred Only) has been allotted to the successful
applications on Monday, July 22, 2024. The objects of the
initial public issue were funding capital expenditure
requirements for the purchase of equipment/machineries to
expand its product range in PTS Division by manufacturing
of Rebar Coupler and Bridge Bearing, Rebar Coupler and
Bridge Bearing are utilized as a post- tensioning anchorage
while laying off LRPC strands in concrete structure,
Repayment of Debt and general corporate purposes.

However, vide special resolutions passed on January 9,

2025 through postal ballot, the members of the Company
approved alterations in the terms of objects of the issue
proceeds raised vide prospectus dated July 20, 2024. The
unutilized IPO proceeds of Rupees 175.00 Lakhs is intended
to be utilized for installation of (1) PIT Type Electric Bight
Annealing Furnace and (2) 6T Capacity Bell Type Annealing
Furnace.

At present, the Issued, subscribed and paid-up Capital of
the Company is INR 21,53,12,340/- (Rupees Twenty-One
Crore Fifty-Three Lacs Twelve Thousand Three Hundred
Forty Only) divided into 2,15,31,234 Equity Shares of 10 each.

The entire Paid-up Equity shares of the Company are listed
at Emerge Platform of National Stock Exchange of India
Limited.

Utilization of IPO Proceeds:

The Audit Committee and Board of Directors of the
Company at their respective meetings held on Friday,
December 06, 2024 had proposed to alter the terms of
Objects of the Issue as referred to in the Prospectus for ?
175.00 Lakhs which was originally meant for purchase of
various machineries for expanding its product portfolio
within the PTS Division.

The Audit Committee and Board of Directors of the
Company have carefully evaluated other options available
including enhancing the manufacturing facilities of Wire
Division and proposed to install (1) PIT Type Electric Heated
Bight Annealing Furnace and (2) 6T Capacity Bell Type
Annealing Furnace (hereinafter referred as “New

Machineries / Equipment"), out of the proceeds of IPO
which was originally allocated for purchase of various
machineries for expanding its product portfolio within the
PTS Division. The decision of the Board has resulted into
alteration of Object of the Issue proceed raised through
Prospectus.

The Members of the Company vide their Special Resolution
passed through Postal Ballot on January 09 2025 approved
the deviation in Object of the Issue. The details of the same
utilization of issue proceeds are as follows:

Details under section 67(3) of the Companies Act, 2013 (hereinafter referred to as 'the act') in respect of any scheme of
provisions of money for purchase of own shares by employees or by trustees for the benefit of employees:

There were no such instances during the year under review.

Board of Directors and Key Managerial Personnel
Constitution of Board

The composition of Board complies with the requirements
of the Companies Act, 2013 ("Act"). Further, in pursuance of
Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations"), the
Company is exempted from the requirement of having
composition of Board as per Regulation 17 of Listing
Regulations. None of the Director of the Company is serving

as a Whole-Time Director in any other Listed Company and
the number of their directorship is within the limits laid
down under section 165 of the Companies Act, 2013.

As on date of this report, the Board of the Company
comprises of five Directors out of which one is Managing
Director, one is Whole-time director, two are Non-Promoter
Non-Executive Independent Directors and one is
Non-Executive Directors. As on the date of this report, the
Board comprises following Directors.

None of the Directors of Board is a member of more than
ten Committees or Chairman of more than five committees
across all the Public companies in which they are Director.
The necessary disclosures regarding Committee positions
have been made by all the Directors.

None of the Director of the Company is serving as a
Whole-Time Director in any Listed Company and is holding
position of Independent Director in more than 3 Listed
Companies. None of the Director of the Company is holding
position as Independent Director in more than 7 Listed
Companies. Further, none of the Directors of the Company
is disqualified for being appointed as a Director pursuant to
Section 164 (2) of the Companies Act, 2013.

Disclosure by Directors

The Directors on the Board have submitted notice of
interest under Section 184(1) i.e. in Form MBP 1, intimation
under Section 164(2) i.e. in Form DIR 8 and declaration as to
compliance with the Code of Conduct of the Company.
None of the Directors of the Company is disqualified for
being appointed as Director as specified in Section 164 (2)
of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held at least once in a
quarter.

During the year under review, Board of Directors of the
Company met 14 (Fourteen) times viz; April16, 2024; April23,
2024; May 21, 2024; September 03, 2024; September 05,
2024; October 8, 2024; October 22, 2024; November 14,
2024; December 6, 2024; December 11, 2024; January 4,
2025; February 11, 2025; February 22, 2025 and March 4,
2025.

The details of attendance of each Director at the Board
Meeting and Annual General Meeting are given below.

Changes in Directors

In accordance with the provisions of the Articles of
Association and Section 152 of the Companies Act, 2013, Mr.
Anoop Kataria (DIN: 06527758), Whole-time director of the
Company retires by rotation at the ensuing Annual General
Meeting. He, being eligible, has offered himself for
re-appointment as such and seeks re-appointment. The
Board of Directors recommends his appointment on the
Board.

The relevant details, as required under Regulation 36 (3) of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations") and
Secretarial Standard II on General Meeting, of the person
seeking re-appointment / appointment as Director is
annexed to the Notice convening the twenty first annual
general meeting.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules
made there under, the Company had two Non-Promoter
Non-Executive Independent Directors in line with the
Companies Act, 2013. In the opinion of the Board of
Directors, both Independent Directors of the Company

meet all the criteria mandated by Section 149 of the
Companies Act, 2013 and rules made there under and
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and they
are Independent of Management.

A separate meeting of Independent Directors was held on
March 04, 2025 to review the performance of
Non-Independent Directors, Board as whole and
performance of Chairperson of the Company including
assessment of quality, quantity and timeliness of flow of
information between Company management and Board.

The terms and conditions of appointment of Independent
Directors and Code for Independent Director are
incorporated on the website of the Company at
https://www.katariaindustries.co.in/wp-content/uploads/
2024/03/1.Policy_on_Terms_of_Appointment_of_Independ
ent_Directors.pdf.

The Company has received a declaration from the
Independent Directors of the Company under Section 149(7)
of Companies Act, 2013 and 16(1)(b) of Listing Regulations
confirming that they meet criteria of Independence as per
relevant provisions of Companies Act, 2013 for financial year

2025-26 and that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge their
duties with an objective independent judgment and
without any external influence. The Board of Directors of
the Company has taken on record the said declarations and
confirmation as submitted by the Independent Directors
after undertaking due assessment of the veracity of the
same. In the opinion of the Board, they fulfill the conditions
for Independent Directors and are independent of the
Management. All the Independent Directors have confirmed
that they are in compliance with Rules 6(1) and 6(2) of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, with respect to registration with the data bank
of Independent Directors maintained by the Indian Institute
of Corporate Affairs. In the opinion of the Board, all our
Independent Directors possess requisite qualications,
experience, and expertise including the Prociency and hold
high standards of integrity for the purpose of Rule 8(5) (ilia)
of the Companies (Accounts) Rules, 2014.

Familiarization Programme for Independent
Directors

The Board members are provided with necessary
documents/ brochures, reports, and internal policies to
enable them to familiarize with the Company's procedures
and practices, the website link is

https://www.katariaindustries.co.in/wp-content/uploads/

2024/03/5.Familiarization_Program_for_Independent_Direc

tors.pdf.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013,
during the Financial Year 2024-25, the Company had Mr.
Arun Kataria (DIN: 00088999) who is acting as Managing
Director of the Company, Mr. Anoop Kataria (DIN: 06527758)
who is acting as Chief Financial Officer and Whole-Time
Director of the company, Ms. Priyanka Jitendrakumar
Bakhtyarpuri who was acting as Company Secretary and
Compliance Officer of the company till September 29, 2024
and Ms. Shanu Patwa who was acting as Company
Secretary and Compliance Officer of the company w.e.f.
January 04, 2025 . They will be considered as Key
Managerial Personnel of the Company in terms of Section
203 of the Companies Act, 2013.

During the financial year under review, Ms. Priyanka
Jitendrakumar Bakhtyarpuri resigned from the post of
Company Secretary and Compliance officer of the Company
w.e.f. September 30, 2024 and Ms. Shanu Patwa had been
appointed as Company Secretary and Compliance officer of
the Company w.e.f. January 04, 2025.

Performance Evaluation

The Board of Directors has carried out an annual evaluation
of its own performance, board committees and individual
directors pursuant to the provisions of the Act;

The performance of the board was evaluated by the
board, after seeking inputs from all the directors, on the
basis of the criteria such as the board composition and
structure, effectiveness of board processes, information and
functioning etc.

The performance of the committees was evaluated by the
board after seeking inputs from the committee members on
the basis of the criteria such as the composition of
committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration
committee reviewed the performance of the individual
directors on the basis of the criteria such as the
contribution of the individual director to the board and
committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the performance of
chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to
evaluate the performance of non-independent directors,
performance of the board as a whole and performance of
the chairman, taking into account the views of executive
directors and non-executive directors. Performance
evaluation of independent directors was done by the entire
board, excluding the independent director being evaluated.

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the
board of directors, to the best of their knowledge and
ability, confirm that:

a. In preparation of annual accounts for the year ended
March 31, 2025, the applicable accounting standards have
been followed and that no material departures have been
made from the same;

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

c. The Directors had 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. The Directors had prepared the annual accounts for the
year ended March 31, 2025 on going concern basis.

e. The Directors had laid down the internal financial controls
to be followed by the Company and that such Internal
Financial Controls are adequate and were operating
effectively; and

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

During the year under review, the Company had acquired
the business undertaking pertaining to the Wire Division
owned by Ratlam Wires Private Limited, situated at Ratlam
in the State of Madhya Pradesh, on a “slump sale" basis as
defined in Section 2(42C) of the Income-tax Act, 1961, as a
"going concern". The said transaction had been undertaken
on arm's length basis.

Committees of Board

Your Company has constituted several Committees in
compliance with the requirements of the relevant provisions
of applicable laws and statutes, details of which are given
hereunder.

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

The constitution of the Audit Committee is in accordance
with the provisions of Section 177 of the Companies
Act,2013 read with Rule 6 of the Companies (Meetings of
the Board and its Powers) Rules, 2014.

The Members of the Audit Committee are possessing
financial / accounting expertise / exposure.

The Audit Committee's meeting is generally held for the
purpose of recommending the half yearly/yearly financial
results and the gap between two meetings did not exceed
one hundred and twenty days. The Audit Committee met
Seven (7) times during the financial year 2024-25 viz; April
16, 2024; May 21, 2024; September 5, 2024; October 22,
2024; November 14, 2024; December 6, 2024; and February
22, 2025.

The Company Secretary of the Company is acting as Secretary to the Audit Committee.

Recommendations of Audit Committee,
wherever/whenever given, have been accepted by the
Board of Directors. Further, the terms of reference, roles and
powers of the Audit Committee is as per Section 177 of the
Companies Act, 2013 (as amended).

The powers, role and terms of reference of the Audit
Committee covers the areas as contemplated under
Regulation 18 of the Listing Regulations and Section 177 of
the Act as applicable along with other terms as referred by
the Board. The role of the audit committee includes the
following:

1. Oversight of the company's financial reporting process
and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and
credible;

2. Recommendation for appointment, remuneration and
terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other
services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial
statements before submission to the board for approval,
with particular reference to:

a. Matters required to be included in the Director's
Responsibility Statement to be included in the Board's
report in terms of clause (c) of sub section 3 of section
134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices
and reasons for the same;

c. Major accounting entries involving estimates based on
the exercise of judgment by management;

d. Significant adjustments made in the financial
statements arising out of audit findings;

e. Compliance with listing and other legal requirements
relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report.

5. Reviewing, with the management, the quarterly financial
statements before submission to the board for approval
and examine the financial statement and the auditors'
report thereon;

6. Reviewing, with the management, the statement of uses
/ application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement
of funds utilized for purposes other than those stated in
the offer document/ Information Memorandum/notice

and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or
rights issue, and making appropriate recommendations
to the Board to take up steps in this matter;

7. Reviewing and monitoring the auditor's independence
and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions
of our Company with related parties subject to manner
prescribed under the Companies Act, 2013;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity,
wherever it is necessary;

11. Evaluation of internal financial controls and risk
management systems;

12. Reviewing, with the management, performance of
statutory and internal auditors, adequacy of the internal
control systems;

13. Reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department,
staffing and seniority of the official heading the
department, reporting structure coverage and frequency
of internal audit;

14. Discussion with internal auditors of any significant
findings and follow up there on;

15. Reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department,
staffing and seniority of the official heading the
department, reporting structure coverage and frequency
of internal audit;

16. Discussion with statutory auditors before the audit
commences about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the
payment to the depositors, debenture holders,
shareholders (in case of nonpayment of declared
dividends) and creditors;

18. to review the functioning of the whistle blower
mechanism;

19. Approval of appointment of chief financial officer after
assessing the qualifications, experience and background,
etc. of the candidate;

20. Carrying out any other function as is mentioned in the
terms of reference of the audit committee;

21. reviewing the utilization of loans and/ or advances
from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the
asset size of the subsidiary, whichever is lower and
monitoring the end use of funds raised through public
offers and related matters;

22. To oversee and review the functioning of the vigil

mechanism which shall provide for adequate safeguards
against victimization of employees and directors who
avail of the vigil mechanism and also provide for direct
access to the Chairperson of the Audit Committee in
appropriate and exceptional cases;

23. Call for comments of the auditors about internal control
systems, scope of audit including the observations of the
auditor and review of the financial statements before
submission to the Board;

24. Consider and comment on rationale, cost-benefits and
impact of schemes involving merger, demerger,
amalgamation etc., of the Company and its shareholders

25. To investigate any other matters referred to by the
Board of Directors.

Review of Information by the Audit Committee:

The audit committee shall mandatorily review the following

information:

1. Management Discussion and Analysis of financial
condition and results of operations;

2. Management letters / letters of internal control
weaknesses issued by the statutory auditors;

3. Internal audit reports relating to internal control
weaknesses;

4. The appointment, removal and terms of remuneration of
the chief internal auditor shall be subject to review by the
audit committee;

5. Statement of deviations:

a. Quarterly statement of deviation(s) including report of
monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes other
than those stated in the offer document/prospectus/
notice in terms of Regulation 32(7).

6. review and monitor the auditor's independence and
performance, and effectiveness of audit process;

7. examination of the financial statement and the auditors'
report thereon;

8. approval or any subsequent modification of transactions
of the company with related parties;

9. scrutiny of inter-corporate loans and investments;

10. valuation of undertakings or assets of the company,
wherever it is necessary;

11. evaluation of internal financial controls and risk
management systems;

12. Monitoring the end use of funds raised through public
offers and related matters;

13. Any other matters as prescribed by law from time to
time.

The Committee -

1. May call for comments of auditors about internal control
system, scope of audit, including observations of
auditors and review of financial statement before their
submission to board;

2. May discuss any related issues with internal and statutory
auditors and management of the Company;

3. To investigate into any matter in relation to above items
or referred to it by Board;

4. To obtain legal or professional advice from external
sources and have full access to information contained in
the records of the Company;

5. To seek information from any employee;

6. To secure attendance of outsiders with relevant
expertise, if it considers necessary;

7. To have full access to information contained in the
records of the company;

Any other power as may be delegated to the Committee
by way of operation of law.

Vigil Mechanism

The Company has established a vigil mechanism and
accordingly framed a Whistle Blower Policy. The policy
enables the employees to report to the management
instances of unethical behavior, actual or suspected fraud
or violation of company's Code of Conduct. Further the

mechanism adopted by the Company encourages the
Whistle Blower to report genuine concerns or grievances
and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and
also provides for direct access to the Chairman of the Audit
Committee, in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time
to time. None of the Whistle blowers has been denied
access to the Audit Committee of the Board. The Whistle
Blower Policy of the Company is available on the website of
the Company at

https://www.katariaindustries.co.in/wp-content/uploads

/2024/03/11.Vigil_Mechanism_Whistle_Blower_Policy_for_

Directors_and_Employees.pdf.

Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration
committee in line with the provisions Section 178 of the
Companies Act, 2013. Nomination and Remuneration
Committee meetings are generally held for identifying the
person who is qualified to become Directors and may be
appointed in senior management and recommending their
appointments and removal.

During the year under review, the Nomination and
Remuneration Committee met four (4) times viz; September
5, 2024; October 8, 2024, January 4, 2025 and March 4,

2025.

The composition of the Committee and the details of
meetings attended by its members are given below:

The terms reference of Nomination and Remuneration

Committee are briefed hereunder;

Terms of Reference

1. formulation of the criteria for determining qualifications,
positive attributes and independence of a director and
recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial
personnel and other employees;

2. For every appointment of an independent director, the
Nomination and Remuneration Committee shall evaluate
the balance of skills, knowledge and experience on the
Board and on the basis of such evaluation, prepare a
description of the role and capabilities required of an
independent director. The person recommended to the

Board for appointment as an independent director shall
have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the
Committee may:

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

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

c. consider the time commitments of the candidates.

3. formulation of criteria for evaluation of performance of
independent directors and the board of directors;

4. devising a policy on diversity of board of directors;

5. identifying persons who are qualified to become
directors and who may be appointed in senior

management in accordance with the criteria laid down,
and recommend to the board of directors their
appointment and removal.

6. Determine whether to extend or continue the term of
appointment of the independent director, on the basis of
the report of performance evaluation of independent
directors.

7. Recommend to the board, all remuneration, in whatever
form, payable to senior management.

8. Recommending remuneration of executive directors and
any increase therein from time to time within the limit
approved by the members of our Company.

9. Recommending remuneration to non-executive directors
in the form of sitting fees for attending meetings of the
Board and its committees, remuneration for other
services, commission on profits;

10. performing such functions as are required to be
performed by the compensation committee under the
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended;

11. engaging the services of any consultant/professional or
other agency for the purpose of recommending
compensation structure/policy;

12. Analyzing, monitoring and reviewing various human
resource and compensation matters;

13. reviewing and approving compensation strategy from
time to time in the context of the then current Indian
market in accordance with applicable laws;

14. framing suitable policies and systems to ensure that
there is no violation, by an employee of any applicable
laws in India or overseas, including;

a. The SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended; or

b. The SEBI (Prohibition of Fraudulent and Unfair Trade
Practices relating to the Securities Market) Regulations,
2003, as amended;

15. Performing such other functions as may be delegated by
the Board and/or prescribed under the SEBI Listing
Regulations, Companies Act, each as amended or other
applicable law.

Nomination and Remuneration Policy

The Company has, in order to attract motivated and
retained manpower in competitive market and to
harmonize the aspirations of human resources consistent
with the goals of the Company and in terms of the
provisions of the Companies Act, 2013 devised a policy on
Nomination and Remuneration of Directors, Key Managerial
Personnel and Senior Management. Key points of the Policy
are:

A. Policy on Appointment of Directors, Key
Managerial Personnel and Senior Management
Personnel

>The policy is formulated to identify and ascertain the
integrity, qualification, expertise and experience of the
person for appointment as Director, KMP and Senior
Management personnel and recommend to the Board for
his / her appointment.

>A person should possess adequate qualification, expertise
and experience for the position he/ she is considered for
appointment.

>In case of appointment of Independent Director, the
Committee shall satisfy itself with regard to the
independent nature of the Director vis-a-vis the Company
so as to enable the Board to discharge its function and
duties effectively.

B. Policy on Remuneration of Director, Key
Managerial Personnel and Senior Management
Personnel

The Company remuneration policy is driven by the success
and performance of the Director, KMP and Senior
Management Personnel vis-a-vis the Company. The
Company philosophy is to align them and provide adequate
compensation with the Objective of the Company so that
the compensation is used as a strategic tool that helps us
to attract, retain and motivate highly talented individuals
who are committed to the core value of the Company. The
Nomination and Remuneration Policy, as adopted by the
Board of Directors, is placed on the website of the
Company at

https://www.katariaindustries.co.in/wp-content/uploads

/2024/03/6.Nomination_and_Remuneration_Policy.pdf.

Performance Evaluation

Criteria on which the performance of the Independent
Directors shall be evaluated are placed on the website of
the Company and may be accesses at link
https://www.katariaindustries.co.in/wp-content/uploads
/2024/03/7.Policy_on_Evaluation_of_Board_and_Independ
ent_Directors.pdf.

Remuneration of Directors

The Company has not entered into any pecuniary
relationship or transactions with Non-Executive Directors of
the Company except payment of Sitting Fees for attending
the Meetings.

Further, criteria for making payment, if any, to
non-executive directors are provided under the Nomination
and Remuneration Policy of the Company which is hosted
on the website of the Company viz;

https://www.katariaindustries.co.in/wp-content/uploads

/2024/03/6.Nomination_and_Remuneration_Policy.pdf.

During the year under review, the Company has paid remuneration /sitting fees to Directors of the Company, details of which
are as under:

(5 In Lakhs)

Stakeholders' Grievances and Relationship
Committee

The Company has constituted Stakeholder's Grievance &
Relationship Committee pursuant to the provisions of
Section 178 of the Companies Act, 2013 mainly to focus on
the redressal of Shareholders' / Investors' Grievances, if
any, like Transfer / Transmission / Demat of Shares; Demat
/ Remat of Securities; Loss of Share Certificates; if any, like
Transfer / Transmission / Demat of Shares; Demat /

Remat of Securities; Loss of Share Certificates; Non-receipt
of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholders Relationship
Committee met One (1) times viz October 08, 2024.

The composition of the Committee and the details of
meetings attended by its members are given below:

The Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.

Role of Stakeholders Relationship Committee:

The role of the committee shall inter-alia include the

following:

1. Resolving the grievances of the security holders of the
Company including complaints related to
transfer/transmission of shares, non-receipt of annual
report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting
rights by shareholders.

3. Review of adherence to the service standards adopted
by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by
the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the
shareholders of the company.

5. Review of the various measures and initiatives taken by
the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend
warrants/ annual reports/ statutory notices by the
shareholders of the company.

6. Carry out any other function as is referred by the Board
from time to time or enforced by any statutory
notification / amendment or modification as may be
applicable.

Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of Companies Act, 2013, the
Company has constituted Corporate Social Responsibility
Committee (“the CSR Committee") with object to
recommend the Board a Policy on Corporate Social
Responsibility and amount to be spent towards Corporate
Social Responsibility. The terms of reference of the
Committee inter alia comprises of the following:

>To review, formulate and recommend to the Board a CSR
Policy which shall indicate the activities to be undertaken
by the Company specified in Schedule VII of the
Companies Act, 2013 and Rules made thereunder;

>To provide guidance on various CSR activities and

recommend the amount of expenditure to be incurred on
the activities;

>To monitor the CSR Policy from time to time and may
seek outside agency advice, if necessary.

During the year under review, Corporate Social
Responsibility Committee met Two (2) times viz September
5, 2024 and March 4, 2025. The meetings were held to

The Composition of the Corporate Social Responsibility
Committee as on March 31, 2025 is as under:

The CSR Policy may be accessed at the web link
https://www.katariaindustries.co.in/wp-content/uploads
/2024/03/19.Corporate_Social_Responsibility.pdf. The
Annual Report on CSR activities in prescribed format is
annexed as an Annexure - A.

Public Deposits

The Company has not accepted any deposits from
Shareholders and Public falling within the ambit of Section
73 of the Companies Act, 2013 and rules made there under.
Hence, the directives issued by the Reserve Bank of India &
the Provision of Section 73 to 76 of the Company Act, 2013
or any other relevant provisions of the Act and the Rules
there under are not applicable.

Risk Management

A well-defined risk management mechanism covering the
risk mapping and trend analysis, risk exposure, potential
impact and risk mitigation process is in place. The objective
of the mechanism is to minimize the impact of risks
identified and taking advance actions to mitigate it. The
mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is
being carried out to identify, evaluate, monitor and manage
both business and non-business risks.

Details of Subsidiaries/ Associates/ Joint Ventures

The Company does not have any Subsidiary, Joint venture
or Associate Company.

Sexual Harassment of Women at Workplace

To foster a positive workplace environment, free from
harassment of any nature, the company has institutionalized
the Anti-Sexual Harassment Initiative (ASHI) framework,
through which we address complaints of sexual harassment
at the all workplaces of the Company. Our policy assures
discretion and guarantees non-retaliation to complainants.
We follow a gender-neutral approach in handling
complaints of sexual harassment and we are compliant with
the law of the land where we operate. The Company has
setup an Internal Complaints Committee (ICC) for redressal
of Complaints.

a. Number of complaints of sexual harassment received in
the year 2024-25 = Nil

b. Number of sexual harassment complaints disposed off
during the year 2024-25 = Nil

c. Number of sexual harassment cases pending for more
than ninety days during the year 2024-25 = Nil

Maternity Benefit Act 1961

The Company has complied with the provisions relating to
the Maternity Benefit Act 1961.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business
outlook of your management for your company for current
year and for the industry in which it operates including its
position and perceived trends in near future. The
Management Discussion and Analysis Report as stipulated
under Schedule V of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 is attached and
forms part of this Directors Report.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated
employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in
possession of unpublished price sensitive information in
relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for
implementation of the Code.

Web Link of Annual Return

The Annual Return for the financial year 2024-25 is
uploaded on the website of the Company and the same is
available at

https://www.katariaindustries.co.in/wp-content/uploads

/2025/09/Form-MGT-7-2024-25.pdf

Contracts and Arrangements with Related Parties

All the related party transactions are entered on arm's
length basis, in the ordinary course of business and are in
compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. There are no
materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial
Personnel, etc. which may have potential conflict with the
interest of the Company at large or which warrants the
approval of the shareholders. The details of transactions
with Related Parties are provided in the Company's
financial statements in accordance with the Accounting
Standards.

All Related Party Transactions are presented to the Audit
Committee and the Board. Omnibus approval is obtained
for the transactions which are foreseen and repetitive in
nature.

Particulars of contracts or arrangements with related
parties referred to in Section 188(1) of the Companies Act,
2013, in the prescribed Form AOC-2 is annexed to this
Report as Annexure - B.

The policy on Related Party Transactions as approved by
the Board is available on website of the company at
https://www.katariaindustries.co.in/wp-content/uploads
/2024/03/10.Policy_on_Related_Party_Transactions.pdf.

Material Changes and Commitment Affecting
Financial Position of the Company

There have been no material changes and commitments for
the likely impact affecting financial position between end of
the financial year and the date of the report, i.e. March 31,
2025 to the date of this Report.

Particular of Employees

The ratio of the remuneration of each executive director to
the median of employees' remuneration as per Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to this Report
as Annexure - C.

However, in terms of Section 136 of the Act, the Integrated
Annual Report is being sent to the shareholders and others
entitled thereto, excluding the said annexure, which is
available for inspection by the shareholders at the
Registered Office of your Company during business hours
on working days of your Company. If any shareholder is
interested in obtaining a copy thereof, such shareholder
may write to the Company Secretary in this regard.

Internal Financial Control

The Company has adequate systems of internal control

control meant to ensure proper accounting controls,
monitoring cost cutting measures, efficiency of operation
and protecting assets from their unauthorized use. The
Company also ensures that internal controls are operating
effectively. The Company has also in place adequate
internal financial controls with reference to financial
statement. Such controls are tested from time to time to
have an internal control system in place.

Your Company ensures adequacy, commensurate with its
current size, scale and complexity of its operations to
ensure proper recording of financial and operational
information & compliance of various internal controls,
statutory compliances and other regulatory compliances. It
is supported by the internal audit process and will be
enlarged to be adequate with the growth in the business
activity. During the year under review, no material or
serious observation has been received from the Internal
Auditors of the Company for inefficiency or inadequacy of
such controls.The internal audit reports are reviewed by
Audit Committee.

Maintenance of Cost Records

During the year under review, in accordance with Section
148(1) of the Act, your Company has maintained the
accounts and cost records, as specified by the Central
Government. Such cost accounts and records are subject
to audit by M/s. Ritu & Co., Cost Accountant, (Firm
Registration No. 001805), Cost Auditors of the Company for
FY 2024-25. The Board has re-appointed M/s. Ritu & Co.,
Cost Accountant, (Firm Registration No. 001805) as Cost
Auditors of your Company for conducting cost audit for FY
2025-26. A resolution seeking approval of the Shareholders
for ratifying the remuneration payable to the Cost Auditors
for FY2025-26 is provided in the Notice of the ensuing AGM.
The Cost accounts and records as required to be
maintained under section 148 (1) of the Act are duly made
and maintained by your Company.

Significant and Material Orders

There are no significant and material orders passed by the
regulators or courts or tribunals impacting the going
concern status and Company's operations in future.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with rule
8 of The Companies (Accounts) Rules, 2014, as amended
from time to time is annexed to this Report as Annexure - D.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 read with rules made thereunder, M/s. Ashok
Kumar Agrawal & Associates, Chartered Accountant, Indore

(MP), (FRN: 022522C), were appointed as Statutory Auditor:
of the Company to hold office from the conclusion of the
20th Annual General Meeting (AGM) of the company till the
conclusion of 25th AGM to be held for the financial year
2028-29.

The Notes to the financial statements referred in the
Auditors Report are self-explanatory and therefore do not
call for any comments under Section 134 of the Companies
Act, 2013. The Auditors' Report does not contain any
qualification, reservation or adverse remark. The Auditors'
Report is enclosed with the financial statements in this
Annual Report.

Internal Auditors

The Board of Directors of the Company has appointed M/s.
M K Kataria & Co., Chartered Accountants, (FRN: 014644C),
as an Internal Auditors to conduct Internal Audit of the
Company and the Internal Auditors have presented the
observations to the Audit Committee at their meeting held
on quarterly basis.

Secretarial Auditor

The Company has appointed M/s Alap & Co. LLP, Company
Secretary, to conduct the secretarial audit of the Company
for the financial year 2024-25, as required under Section
204 of the Companies Act, 2013 and Rules thereunder. The
Secretarial Audit Report for the financial year 2024-25 is
annexed to this report as an Annexure - E.

The above report contain remark by the Secretarial Auditor
with regards to financial year 2024-25 that the Company
had not appointed Company Secretary (Key Managerial
Personnel) under Section 203 of the Companies Act, 2013
r.w. Regulation 6 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 during the period 30/09/2024 to
03/01/2025, for which NSE has imposed Penalty of Rupees
5,900/- which has been paid by the Company.

With respect to this remark, the Board of Directors submit
that despite best efforts, we faced challenges in identifying
a suitable candidate with the requisite qualifications and
experience for the role Company Secretary and Compliance
Officer of the Company. Further, there were some
administrative and internal procedural delays, unexpected
resignations/internal restructuring which further delayed
the appointment process. However, the Board had already
complied with the requirements by appointing Ms. Shanu
Patwa as a Company Secretary and Compliance Officer of
the Company with effect from today i.e. January 04, 2025.

Appointment of Secretarial Auditor

In light of the recent amendments in the SEBI Listing
Regulations mandating appointment of Secretarial Auditor
for a period of five years. Accordingly, the Board has

recommended the appointment of M/s Alap & Co. LLP, a
peer reviewed firm of Company Secretaries in Practice, as
Secretarial Auditors of the Company for a term of 5(five)
consecutive years, for approval of the Members at ensuing
AGM of the Company. Brief resume and other details of
proposed secretarial auditors, forms part of the Notice of
ensuing AGM. M/s Alap & Co. LLP have given their consent
to act as Secretarial Auditors of the Company. They have
also confirmed that they are not disqualified to be
appointed as Secretarial Auditors in terms of provisions of
the Act & Rules made thereunder and SEBI Listing
Regulations.

Reporting of Fraud

During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not reported any
instances of fraud committed in your Company by
Company's officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act.

Details of the Designated Officer

Ms. Shanu Patwa, Company Secretary & Compliance officer
of the company is acting as Designated Officer under Rule
(9) (5) of the Companies (Management and Administration)
Rules, 2014.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statement.

Insurance

The assets of your Company have been adequately insured.

Corporate Governance

Your Company strives to incorporate the appropriate
standards for corporate governance. The Company has
been listed on SME Emerge Platform of NSE and pursuant to
Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company is not
required to mandatorily comply with the corporate
governance provisions as specified in Regulation 17 to 27
and clauses (b) to (i) of sub-regulation (2) of Regulation 46
and Para C, D and E of Schedule V are not applicable to the
Company. Hence, the Corporate Governance Report does
not form part of this Annual Report. Although few of the
information are provided in this report of Directors under
relevant heading.

Compliance with the provisions of SS 1 and SS 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to ‘Meetings of the Board of Directors' and ‘General
Meetings', respectively, have been duly complied by your
Company.

Proceedings Initiated/Pending Against Your
Company Under the Insolvency and Bankruptcy
Code, 2016

There are no proceedings initiated/pending against your
Company under the Insolvency and Bankruptcy Code, 2016
which materially impact the Business of the Company.

Details of Difference Between Valuation Amount
on One Time Settlement and Valuation While
Availing Loan from Banks and Financial Institutions

During the year under review, there has been no one time
settlement of loans taken from banks and financial
institution.

Website

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the
Company has maintained a functional website namely
“https://www.katariaindustries.co.in/" containing basic
information about the Company. The website of the
Company is also containing information like Policies,
Shareholding Pattern, Financial Results and information of
the designated officials of the Company who are
responsible for assisting and handling investor grievances
for the benefit of all stakeholders of the Company, etc.

General Disclosure

Your Directors state that the Company has made
disclosures in this report for the items prescribed in section

134 (3) of the Act and Rule 8 of The Companies (Accounts)
Rules, 2014 and other applicable provisions of the act and
listing regulations, to the extent the transactions took place
on those items during the year. Your Directors further state
that no disclosure or reporting is required in respect of the
following items as there were no transactions occur on
these items during the year under review;

1. Issue of Equity Shares with differential rights as to
dividend, voting or otherwise;

2. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme save and
ESOS;

3. There is no revision in the Board Report or Financial
Statement;

Appreciations and Acknowledgement

Your Directors wish to place on record their sincere
appreciation for significant contributions made by the
employees at all levels through their dedication, hard work
and commitment, enabling the Company to achieve good
performance during the year under review.

Your Directors also take this opportunity to place on record
the valuable co-operation and support extended by the
banks, government, business associates and the
shareholders for their continued confidence reposed in the
Company and look forward to having the same support in
all future endeavors.

Registered Office: By order of the Board of Directors

For, Kataria Industries Limited

34-38 and 44, Industrial Area, Ratlam,

(Formerly known as Kataria Industries Private Limited)

Madhya Pradesh- 457001, India.

CIN: U27300MP2004PLC029530
Arun Kataria Anoop Kataria

Place: Ratlam

Managing Director CFO & Whole-Time Director

Date: September 04, 2025

(DIN: 00088999) (DIN: 06527758)