The Directors of your Company are pleased to present their Thirty Sixth Annual Report
and the Audited Financial Statements of Kajal Synthetics and Silk Mills Limited for
the financial year ended 31^st March, 2024

FINANCIAL RESULTS

The financial performance of the Company, for the financial year ended 31st March,
2024 is summarized below:

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INDIAN ACCOUNTING STANDARDS fIND AS)

The Financial Statement for the year 2023-24 have been in accordance with IND AS,
prescribed under section 133 of the Act, read with the relevant rules issued thereunder
and the other recognized accounting practices and policies to the extent applicable

PERFORMANCE REVIEW

The Company has adopted IND AS for reporting financial results for the year under
review. During the year under review, the Company’s netted off loss of Rs. 251.20 Lakh
before tax (Previous Year Net Loss of Rs. 323.63 Lakh) and total Comprehensive
Income for the year after tax was at Rs. 23.65 Lakh (Previous year the total
Comprehensive Loss of Rs. 583.86 Lakh)

The Company is engaged in the business of Financing and Investment activities. There
has been no change in the business of the Company during the financial year under
review.

FINANCE

Your Company has made provisions for sufficient borrowing facilities to meet its long¬
term and short-term requirements in order to support the business operations
uninterruptedly.

DIVIDEND

In view of the loss during the year under review, your directors do not recommend any
dividend for the year under review.

TRANSFER TO RESERVES

In view of losses during the year under review, the Company has not transferred any
amount (Previous Year Rs. Nil /-) to Reserve Fund under RBI Act, 1934

PUBLIC DEPOSIT

During the year, the Company has not accepted or renewed any deposit from the public
as covered under Section 73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014.

SHARE CAPITAL

The Authorised Share Capital as on 31^st March, 2024 was Rs.2,00,00,000 /-(Rupees
Two Crore Only) divided into 20,00,000 Equity Shares of Rs. 10/- each.

There has been no change in the Share Capital of the Company during the financial year
2023-24

The Issued Share Capital as on 31^st March, 2024 was Rs 1,99,20,000/- (Rupees One
Crore Ninety Nine Lac Twenty Thousand Only) divided into 19,92,000 Equity Shares of
Rs. 10/- each.

SUBSIDIARY:

As at the end of the year under review i.e. on 31^st March, 2024 and also as on the date of
this report, your Company does not have any Subsidiary.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on 31^st March, 2024 is available on the website www.kaialsynthetics.co.in.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF
SUBSIDIARIES. ASSOCIATE OR JOINT VENTURES

Pursuant to section 129(3) of the Companies Act, 2013, the statement containing the
salient feature of financial statement of Company's subsidiary, associate and joint
venture of the Company are as under:

The Company does not have subsidiary Company.

Further, brief about the only following Associate Companies, is given hereunder:

1. Park Avenue Engineering Limited (Associate)

Park Avenue Engineering Limited (Park Avenue) is registered with Reserve Bank of India
(RBI) as Non-Banking Financial Company (NBFC) in the category of the Company not
accepting / holding public deposits.

The Total Revenue of Park Avenue during Financial Year 2023-24 was Rs. 8.28 Lakh
and Net Loss After Tax was Rs. 4.27 Lakh.

2. Five Star Trading & Investment Company Limited (Associate)

Five Star Trading & Investment Company Limited (Five Star) has paid up capital of Rs.
25,50,500/-. It does not have any substantial business.

The Total Revenue of Five Star during Financial Year 2023-24 was Rs. 18.89 Lakh and
Net Loss After Tax was Rs. 185.75 Lakh

The details of Company’s subsidiary, associate and Joint Venture Company as on 31^st
March, 2024 is given in Annexure 1

The Company does not have any Joint Venture.

PARTICULARS OF EMPLOYEES

There was no employee in the company drawing remuneration in excess of the limits set
out in the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Further, the disclosures pertaining to remuneration and other details as required under
Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report
as “Annexure-2.

Furthermore, the disclosures pertaining to remuneration and Top Ten Employees details
are provided in the Annual Report as “Annexure-3”.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause (B) of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, A detailed Management Discussion and Analysis
Report on the Financial Conditions and Result of operations of the Company is included
in this Annual Report under the heading “Annexure-4”.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company had not entered into any transactions as
enumerated in section 188 of the Companies Act, 2013 and rules made thereunder with
the related party as defined under section 2(76) of the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE

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

CEO / CFO CERTIFICATION:

As required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, The CEO / CFO certificate for the financial year 2023¬
24 has been submitted to the Board and the copy thereof is contained in the Annual
Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company believes that a strong internal control framework is an important pillar of
Corporate Governance. The Company has in place adequate internal financial control
system which ensure orderly and efficient conduct of its business, safeguarding of its
assets and accuracy and completeness of accounting records, timely preparation of
reliable financial information and various regulatory and statutory compliance

Further, company’s internal control system is commensurate with the size, scale and
complexity of its operations. The main thrust of internal audit is to test and review
controls, appraisal of risks with best practices in the industry. The Management with
Audit Committee periodically reviews the Internal Control System and procedure for the
efficient conduct of the business.

RISK MANAGEMENT

The Company operates in conditions where economic environment and social risk are
inherent to its businesses. In managing risk, it is the Company's practice to take
advantage of potential opportunities while managing potential adverse effects.

The various elements of risk which the Directors think, that may threaten the existence
of the Company are:

a) Financial Risk: Financial risk generally arises due to instability and losses in
the financial market caused by movements in stock prices, currencies,
interest rates and more.

b) Liquidity Risk: It is the risk that the Company will be unable to meet its
financial commitment to a Bank/Financial Institution in any location, any
currency at any point in time. The risk stemming from the lack of
marketability of an investment that cannot be bought or sold quickly enough
to prevent or minimize a loss.

c) Credit Risk: The risk of loss of principal or loss of a financial reward
stemming from a borrower's failure to repay a loan or otherwise meet a
contractual obligation.

d) Time Risk: To compensate for non-receipt of expected inflow of funds.

In line with Listing Regulations and as per the requirement of Section 134(3) (n) of the
Companies Act, 2013 read with the rules made there under, as amended, Board has a
framework for Risk Management to oversee the mitigation o such risks.

REMUNERATION POLICY

The Nomination and Remuneration Policy of the company as mandated under Section
178 (3) (4) of the Companies Act, 2013 is available on the website of the company
www.kaialsvnthetics.co.in

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 with respect to Corporate
Social Responsibility are not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of
their knowledge and belief and according to the information and explanations obtained
/received from the operating management, your Directors make the following statement
and confirm that: -

i) in the preparation of the annual accounts for the year ended 31 March 2024, the
applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;

ii) 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 as at 31 March 2024 and of
the loss of the Company for year ended on that date;

iii) the Directors have 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;

iv) the Directors have prepared the Annual Accounts on a ‘going concern basis’;

v) the Directors have laid down internal financial controls and that such internal financial
controls are adequate and are operating effectively; and

vi) 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.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statement of your Company for the Financial Year 2023-24 is
prepared in compliance with the applicable provisions of the Companies Act, 2013,
Accounting Standards and SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for its directors
and employees of the Company for reporting genuine concerns about unethical
practices and suspected or actual fraud or violation of the code of conduct of the
Company pursuant to the provisions of Section 177 of the Companies Act, 2013 read
with the rules made thereunder. This vigil mechanism shall provide a channel to the
employees and Directors to report to the management, concerns about unethical
behavior, and also provide for adequate safeguards against victimization of persons
who use the mechanism and also make provision for direct access to the chairperson of
the Audit Committee in appropriate or exceptional. The practice of the Vigil Mechanism
/Whistle Blower Policy is overseen by the Audit Committee of the Board and no
employee has been denied access to the Committee.

The Company will take appropriate action for its resolution. During the year, no whistle
blower event was reported and mechanism is functioning well.

CODE OF CONDUCT

Company’s Board has laid down a Code of Conduct for all the Board Members and
Senior Management Personnel of the Company. The Code of Conduct is available on the
Company’s website www.kaialsynthetics.co.in. All Board Members and Senior
Management Personnel have affirmed compliance with Code of Conduct for Board
Members and Senior Management during the financial year 2023-24. The declaration in
this regard has been made by the Management Director which forms the part of this
report as an annexure.

CORPORATE GOVERNANCE

As per Regulation 15(2) of the Listing Regulations, the compliance with the Corporate
Governance provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid up equity share capital not exceeding Rs.10 crore and
Net Worth not exceeding Rs.25 crore, as on the last day of the previous
financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with
the provisions of Corporate Governance shall not apply to the Company and it also does
not form part of the Annual Report.

DISCLOUSRE OF SECRETARIAL STANDARD BY DIRECTORS

The company complies with all applicable standards issued by the institute of Company
Secretaries of India. The Directors have devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards and that such systems are
adequate and operating effectively.

The Company complies with all applicable standards issued by the Institute of Company
Secretaries of India. The Directors have devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards and that such systems are
adequate and operating effectively.

PREVENTION OF INSIDER TRADING

The Company has adopted the Code of conduct for prevention of Insider Trading with
view to regulate trading in securities by Directors and designated employees of the
Company. The Code of conduct require pre-disclosure for dealing in Company's Shares
and prohibit the purchase or sale of Company's 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 trading window is closed. The Board
is responsible for implementation of the code. All Board of Directors and the designated
employees have confirmed the compliance of code.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments covered under the provisions of
Section 186 of the Companies Act, 2013, if any, are given in the Audited Financial
Statements, wherever applicable.

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

In view of the nature of activities which are being carried on by the Company, the
particulars as prescribed under Section 134(3)(m) of the Act read with Companies’
(Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption,
and research and development are not applicable to the Company.

There were no foreign exchange earnings and outgoings during the year under review.

DIRECTORS AND KMP

Mr. G. M. Loyalka (DIN - 00299416) who is retiring by rotation at this Annual General
Meeting is to be re-appointed. His involvement with the affairs of the Company is
beneficial to the Company as well as Stakeholders.

The Nomination and Remuneration Committee at their meeting held on 28^th August,
2024, based on his skill, rich experience, knowledge and valuable guidance to the
Management recommended continuation of the appointment of Mrs. Rajshree Tapuriah
(DIN-01655859) as Non-Executive Independent Director even though he has attained the
age exceeding 75 years.

The Nomination and Remuneration Committee at their meeting held on 28^th August,
2024 consider the Mr. G. M. Loyalka (DIN-00299416) has been associated with the
Company since 17^th March, 1992 and managed the affairs of the Company efficiently &
fully compliant Company. The Committee recommended his current designation as Non¬
Executive & Non-Independent Director notwithstanding he has attained the age
exceeding 75 years.

PERFORMANCE EVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination
and Remuneration Committee to formulate the process of evaluating the performance of
Individual Directors, Committees of the Board and the Board as whole.

The Nomination and Remuneration Committee of the Company also evaluated the
performance of all individual Directors on various parameters such as level of
participation of Directors, preparing themselves well in advance to take active
participation at the meeting(s), level of knowledge and expertise etc.

All the Independent Directors of the Company also had a separate meeting on 8^th
February, 2024 to review the performance and evaluation of Non-Independent Directors
and Board as a whole.

The Board after taking into consideration the evaluation as done by Nomination and
Remuneration Committee and by Independent Directors, carried out an annual
evaluation of its own performance and that of its committees and individual Director. The
overall outcome of such evaluation is that the Board, its committees and individual
Directors have performed effectively and satisfactorily

DECLARATION OF INDEPENDENT DIRECTOR

All the Independent Director have confirmed to the Board that they meet the criteria of
Independence as specified under section 149(6) of the Companies Act, 2013 and they
qualify to be an Independent Director pursuant to the Rule 5 of the Companies
(Appointment and Qualification of Directors), Rule 2014. The Independent Directors have
also confirmed that they meet the requirements of “Independent Director” as mentioned
under Regulation 16(1 )(b) of the Listing Regulations.

BOARD MEETINGS

During the year under review the Company held Seven (7) meetings of the Board of the
Directors as per Section 173 of Companies Act, 2013 on 7^th April 2023, 26^th May 2023,
10^th August 2023, 30^th August 2023, 9^th November 2023, 9^th January 2024 and 8^th
February, 2024.

The frequency of board meetings and quorum at such meetings were in accordance with
the Companies Act, 2013 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations") and
compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors
issued by ICSI. The intervening gap between any two meetings was within the period
prescribed by the Companies Act, 2013, the Listing Regulations and SS-1.

BOARD COMMITTEE - AUDIT COMMITTEE

The Audit Committee is constituted pursuant to the provisions of Section 177 of the
Companies Act, 2013. Members of the Audit Committee possess financial /
accounting expertise / exposure. Further, all the recommendations made by the Audit
Committee were duly accepted by the Board of Directors. The Company Secretary is
acting as Secretary of this Committee.

The ComDosition of Audit Committee as on 31 03 2024 are as under:

Five meetings of the Audit Committee were held during the financial year 2023-24 on
26^th May 2023, 10^th August 2023, 9^th November 2023, 9^th January 2024 and 8^th
February 2024. The accounts and financial positions were perused by the Audit
Committee and thereafter placed before the Board for their consideration.

BOARD COMMITTEE - NOMINATION AND REMUNERATION

The Nomination and Remuneration Committee is constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013. Members of the Nomination
and Remuneration Committee possess sound expertise / knowledge / exposure. The
Company Secretary of the Company is the Secretary of this committee

The Composition of Nomination and Remuneration Committee as on 31.03.2024 are
as under:

Two meetings of the Nomination and Remuneration Committee were held during the
financial year 2023-24 on 30^th August, 2023 and 8^th February, 2024

BOARD COMMITTEE - STAKE HOLDERS RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee is constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013. Members of the Nomination and
Remuneration Committee possess sound expertise / knowledge / exposure. The
Company Secretary of the Company is the Secretary of this committee

The Composition of Nomination and Remuneration Committee as on 31.03.2024 are
as under:

One meetings of the Stakeholders Relationship Committee were held during the
financial year 2023-24 on 8^th February, 2024.

AUDITORS:

M/s S S R C A & Co. (formerly known as M/s S. S. Rathi & Co.), Chartered Accountants
were appointed at 34^th Annual General Meeting held on 11^th August, 2022 for the first
term of Five years from the conclusion of 34^th Annual General Meeting till the conclusion
of Annual General Meeting wherein Audited financial statements for the year ended
31.03.2026 will be placed for adoption. The Board reviewed their consent to act as the
Statutory Auditors of the Company and confirmed that appointment, if made would be
within the limits specified under section 141 (3)(g) of the Act and it is not disqualified to be
appointed as Statutory Auditor in terms of the provisions of the Section 139 and 141 of
the Act and the rules made thereunder.

AUDITORS REPORT

The observation of the Auditors in their report read with relevant notes on the accounts,
as annexed are self-explanatory and do not call for any further explanation under
section 134(3)(f)(i) of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made
thereunder, the Company has appointed M/s Girish Murarka & Co., Company
Secretaries in Practice having membership No. 7036 to undertake Secretarial Audit of
the Company. The Secretarial Audit Report for the financial year 2023-24 as issued by
him in the prescribed Form MR-3 is annexed to this Report as Annexure 5. The said
Secretarial Audit Report does not contain any qualification, reservation or adverse
remark or disclaimer made by Secretarial Auditor.

The Board has appointed M/s Girish Murarka & Co., Company Secretary in Practice as
Secretarial Auditor for the financial year 2024-25

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the
rules made thereunder the Board of Directors had approved the appointment of M/s
Milind P. Shah, Chartered Accountants, as "Internal Auditor” of the company for
conducting Internal Audit for the financial year 2023-24. The Internal Audit Reports for
each quarter were received by the Company and the same were reviewed by the Audit
Committee and Board of Directors.

The Board has appointed M/s SIDDHANT GOYAL AND COMPANY, Chartered
Accountants, as Internal Auditor for the financial year 2024-25

COST AUDIT

The provisions of Cost Audit as prescribed under section 148 of the Companies Act,
2013 are not applicable to the Company

OTHER DISCLOSURES

• Your Company has not issued: -

- Any shares with differential rights;

- Any sweat equity shares

• There are no significant or material orders passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company’s operation in
future.

• There were no material changes and commitments affecting the financial position of
your Company between the end of the financial year and the date of this report.

• There was no revision in the financial statements.

• Your Company has not received any complaints under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION

Your Directors express their deep sense of gratitude to the banks, financial institutions,
stakeholders, business associates, Central and State Governments for their co-operation
and unstinted support received from them during the year and look forward to their
continued support in future.

For and on behalf of the Board of Directors of
Kajal Synthetics and Silk Mills Limited

Sd/- sd/-

G. M. Loyalka Seetha Ramaiya K. Vellore

Place: Mumbai Director Managing Director

Date : 28^th August, 2024 (DIN: 00299416) (DIN: 08216198)