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KOTHARI PRODUCTS LTD.

13 October 2025 | 03:59

Industry >> Pan Masala/Tobacco Products

Select Another Company

ISIN No INE823A01017 BSE Code / NSE Code 530299 / KOTHARIPRO Book Value (Rs.) 181.56 Face Value 10.00
Bookclosure 18/02/2025 52Week High 111 EPS 0.00 P/E 0.00
Market Cap. 499.53 Cr. 52Week Low 61 P/BV / Div Yield (%) 0.46 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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

FINANCIAL PERFORMANCE&STATEOFCOMPANY'S AFFAIRS:- „ ,

(Amount in Rs. Lacs)

STANDALONE

CONSOLIDATED

FINANCIAL

FINANCIAL

FINANCIAL

FINANCIAL

YEAR

YEAR

YEAR

YEAR

ENDED

ENDED

ENDED

ENDED

31.03.2025

31.03.2024

31.03.2025

31.03.2024

Net Sales:

30,370

28,547

95,786

99,237

Other Income

14,477

2,510

5,137

3,168

Profit before Depreciation & Taxation

5,929

1,499

(8,690)

3,530

Less : Depreciation
Provisionfor Taxation :

188

158

188

190

-Current Tax

292

92

402

93

-Deferred Tax

54

37

54

32

-Tax Adjustments for earlier years

64

(4)

65

(34)

Profit afterTax

5,331

1,216

(9,399)

3,249

-Other Comprehensive Income (Net of Tax)

-

-

2

(9)

-Total Comprehensive Income for the year

5,331

1,216

(9,397)

3,240

Add : Balance of Profit broughtforward from previous year

53,686

52,469

67,898

63,195

Add: Debenture Redemption Reserve brought back

-

-

418

1,463

Less: Non-Controlling Interests

-

-

122

-

Profit available for appropriation

59,017

53,686

58,797

67,898

APPROPRIATIONS

-

-

-

-

TransfertoGeneral Reserve

-

-

-

-

Proposed Dividend

-

-

-

-

Additional Tax on Proposed Dividend

-

-

-

-

Balance of Profit carried forward

59,017

53,686

58,797

67,898

59,017

53,686

58,797

67,898

TRANSFERTO RESERVES

The Board of Directors of the Company has nottransferred any amounttothe Reserves for the year under review.

2025 IN RETROSPECT & STATE OF COMPANY'S AFFAIRS

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

INTERNATIONAL BUSINESS

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

DIVIDEND RECOMMENDED

To conserve the resources for future purpose, the Board of Directors of your company does not recommend any dividend for the
financial year2024-25.

CHANGES IN SHARE CAPITAL

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

ISSUE OF EQUITYSHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, ESOSETC.

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

CHANGE IN THE NATURE OF BUSINESS OFTHE COMPANY

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

SUBSIDIARIES ANDASSOCIATES

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

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES & ASSOCIATES

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

NUMBEROFTHE BOARD MEETINGS

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

DEPOSITS

The Company neither accepted any Deposits from the public nor there is any outstanding amount of deposit during the financial
year2024-25, hencethe particulars relating to the aforesaid are notapplicable.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

COMMITTEES OFTHE BOARD

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

1. AuditCommittee.

2. Stakeholders Relationship Committee.

3. Nomination & Remuneration Committee.

4. Corporate Social Responsibility Committee.

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

ANNUAL REPORTON CSRACTIVITIES

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

DETAILS OF VIGILMACHANISM

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

POLICIES OFTHE COMPANY

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

1. Familiarisation Programmes

2. Terms & Conditions of Appointment of Independent Director

3. Risk Management

4. Determining Materiality of Events

5. Corporate Social Responsibility Policy

6. Code of Practices and Procedures for fair disclosure of InsiderTrading

7. Board Diversity Policy

8. Code of Business Conduct&Ethics

9. LeakofUPSI

10. Nomination & Remuneration Policy

11. Policyfor Determining Material Subsidiaries

12. Policy on dealing with Related PartyTransactions

13. Preservation of Policy Documents

14. Retention Archival Policy

15. Vigil Mechanism, Whistle Blower Policy

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

INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer & Refund) Rules,
2016, all dividends remaining unpaid/unclaimed for a period of 7 years from the date of their transfers are required to be
transferred by the Company to the IEPF established by the Government of India. Accordingly all unpaid or unclaimed dividends
upto the Financial Year 2016-17 have already been transferred and for the Financial Year 2017-18 will be transferred by the
Company by September 2025 to the aforesaid fund. Further, as per the aforesaid provisions all relevant shares corresponding to
the aforesaid unpaid/unclaimed dividends upto Financial year2016-17 have also been transferred to the demat account of the
IEPF authority as per the details mentioned below, the details of the aforesaid shares are also available under the heads
"Investor's Section" on the website of the Company:-

SI. No.

Particulars

No. of Shareholders

No. of Share

1.

Aggregate number of shareholders &the outstanding shares in the
above Demat account lying atthe beginning of the year i.e. on April
1,2024

223

41560

2.

Number of shareholders who approached issuer for transfer of
shares from above Demataccountduring 2024-25

Nil

Nil

3.

Number of shareholders whose shares transferred from above
Demataccountduring 2024-25

Nil

Nil

4.

No. of shareholders whose shares transferred to the above demat
accountduring 2024-25

34

7023

5.

Aggregate number of shareholders and outstanding shares in the
above demat account lying at the end of the year as on March 31,
2025

257

97166

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

DECLARATION BY INDEPENDENT DIRECTORS

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

STATUTORYAUDITORAND AUDITORS' REPORT

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

DETAILS IN RESPECT OF FRAUDS

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

SECRETARIALAUDIT&ITS REPORT

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

SECRETARIAL AUDITOR

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

LOANS, GUARANTEES OR INVESTMENTS

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

STOCK EXCHANGE LISTING & COMPLIANCE

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

CORPORATE GOVERNANCE REPORT

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

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

BOARD EVALUATION

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

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

DISCLOSURE UNDERSEXUALHARASSMENTOFWOMENATWORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

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

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

MANAGEMENT DISCUSSION&ANALYSIS REPORT

The information, as required under SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 is as under:-

a) INDUSTRYSTRUCTURE AND DEVELOPMENTS

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

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

On the domestic front, despite the global challenges, the Indian economy is expected to remain resilient with moderate
growth in GDP and tax collection. In the current global scenario with high trade uncertainty and rising tariffs on goods, the

country's growth is supported by its domestic oriented and services driven economy.

b) OPPORTUNITIES&THREATS

India's economy performed well in FY2025 and the performance in the coming quarters will be affected with various factors
such as the global growth scenario, trade policy uncertainties, commodity price volatility and any external risks associated
with geopolitical tensions.The distribution of monsoon will be crucial to monitor. However, the lower interest rates by RBI will
be a supporting factor.The continued investment in infrastructure and digital expansion coupled with the domestic demand
will play a positive role inthe economy.

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

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

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

c) SEGMENT-WISE PERFORMANCE

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

d) OUTLOOK

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

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

The period of crisis and uncertainty in the markets is expected to take its own time and largely depends upon the various
international factors to subside in due course, upon which your company will be able to tide over properly and shall also
embarkupon othertrade prospects including diversification.

e) RISKS AND CONCERNS:

These aspects have been mentioned underthe Heading "Opportunities and Threats".

f) DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE COMPARED TO THE IMMEDIATE PREVIOUS
FINANCIAL YEAR)

Sr.

No.

Particulars

Numerator

Denominator

Units

As at

31st March
2025

As at

31st March
2024

Variance

1

(24-25)

Reasons

Current Ratio

Current

Assets

Current

Liabilities

No. oftimes

2.23

5.11

(56.2(3)

The decrease is on account
of increase in current liabilities

2

Debt-Equity Ratio

Total Debt

Shareholder's

equity

No. of times

0.13

0.06

118.61

The increase is on account of increase in
borrowing as compared to previous year.

3

Debt Service
Coverage Ratio

Earnings
available for
debt service

DebtService

No. of times

1.46

0.48

205.26

Due to increase in profitability
in the current year

4

Return on
Equity [Ratio

Net profits
aftertaxes

Average

shareholder's

equity

Percentage

5.39

1.27

324.05

Due to increase in profitability
in the current year

5

Inventory
Turnover Ratio

Sale of
Products

Average

Inventory

No. of times

91.02

114.87

(20.76)

Not Applicable

6.

Trade Receivable
Turnover Ratio

Revenue

Average Trade
Receivables

No. of times

2.44

2.05

19.29

Not Applicable

7.

Trade Payables
Turnover Ratio

Total Purchases
for Goods
(credit)

Average Trade
Payables for

Goods

No. of times

9.28

11.01

(15.77)

Not Applicable

8.

Net Capital
Turnover Ratio

Revenue

Working Capital

No. of times

1.53

1.30

17.52

Not Applicable

9.

Net Profit Ratio

Net Profit

Revenue

Percentage

17.55

4.26

312.25

Due to increase in profitability
in the current year

10.

Return on Capital
Employed

Earnings before
interest&taxes

Capital

employed

Percentage

5.45

1.72

216.72

Increase is mainly on
account of higher EBIT.

11(a).

Return on Investment
(Fixed Deposits)

Interest Income
on Fixed Deposit

Average of Fixed
Deposit

Percentage

5.24

5.60

(6.35)

Not Applicable

11(b)

Return on Investment
(Mutual Funds)

Netgain/(loss)
on sale/fair
value changes
of Current
Investments in
Mutual Shares

Average Current
Investments in
Mutual Funds

Percentage

24.06

35.44

(32.10)

Decrease is on account
of less return in comparison
of increase in investment

11(c)

Return on Investment
(Quoted Shares)

Netgain/(loss)
on sale/fair
value changes
of Current
Investments in

Average Current
Investments in
Quoted Shares

Percentage

(18.06)

34.01

(153.09)

Decrease is on account
of market fluctuation

INTERNAL FINANCIAL CONTROL SYSTEMS ANDTHEIR ADEQUACY

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

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECTTO OPERATIONAL PERFORMANCE

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

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT

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

RISK MANAGEMENT

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

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts)

Rules, 2014 is as under:-

[A] CONSERVATION OF ENERGY

a. Energy Conservation Measures taken:- The Company has taken all measures for conservation of energy most
economically.

b. The steps taken by the Company for utilizing alternate source of energy:-The Company has installed 570KVAGrid Solar
RoofTop Power Plant.

c. The capital Investments on energy conservation equipments:- Rs.2.70Crores.

[B] TECHNOLOGY ABSORPTION

Since there is no manufacturing activity in the Company hence the information prescribed under this heading is not
applicabletothe Company,
m FORFIfiN FXrHANfiFFARNINfiSANnnilTfin

(Amount in Lacs)

CURRENT YEAR

PREVIOUS YEAR

a)

Earning in Foreign Exchange

NIL

NIL

b)

Expenditure in Foreign Currency

30251

27595

INDUSTRIAL RELATIONS

Cordial and harmonious industrial relations prevailed throughouttheyear.

PARTICULARS OF EMPLOYEES

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

ANNUAL RETURN & ITS WEB LINK

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

M/s.Kothari Products Singapore Pvt. Ltd. is the Material Unlisted Subsidiary of the Company as on 31st March, 2025 as per the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Secretarial Audit of M/s. Kothari Products Singapore
Pvt. Ltd. is not required to be done as per aforesaid SEBI Regulations. Further, as mentioned under the heading "Subsidiaries &
Associates" regarding KPLExportsLtd.it is no longer a subsidiary of the Company due to its divestment on 16th July, 2024.
SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS ORTRIBUNALS

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

CASH FLOW STATEMENT

In conformity with the Regulation 34 (2) (c) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the
Cash FlowStatementfortheyearended 31stMarch,2025 isforming partofthisAnnual Report.

MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURING AFTER
BALANCESHEETDATE

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

COST RECORDS

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

COMPLIANCE WITHSECRETARIALSTANDARDS

The applicable secretarial standards issued undersection 118 ofthe Companies Act, 2013, have been complied with.

DETAILS OF ANYPROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

DETAILS OF DIFFERENCE BETWEEN VALUATION DONE ATTHE TIME OF ONE TIME SETTLEMENT ETC.

The Company has not done any one time settlement from any bank or financial institutions. Hence the requirement to disclose
details of difference between amount of the valuation done at the time of one time settlement and the valuation done while
taking loan from the banks or financial institutions are not applicable.

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board

(DEEPAK KOTHARI) (MITESH KOTHARI)

PLACE: NEW DELHI Chairman & Managing Director Executive Director

DATE: 28th May, 2025 DIN. 00088973 DIN. 00089076