Directors Report of Keltech Energies Ltd.

Mar 31, 2025

Your Board of Directors hereby present the 48th Annual Report together with the Audited Statements of Accounts for the
Financial Year ended 31st March 2025.

FINANCIAL RESULTS (AS ADJUSTED UNDER IND AS)

	Current Year	Previous Year
Particulars	01.04.2024 to	01.04.2023 to
	31.03.2025	31.03.2024
	(Rs. In Lakhs)	(Rs. In Lakhs)
Operating Profit	4235.19	3516.53
Less: 1. Interest	(238.29)	(235.94)
2. Depreciation	(699.73)	(676.09)
Profit before Taxes	3297.17	2604.50
Less: 1. Current Tax	(773.05)	(632.00)
2. Deferred Tax	(30.01)	(31.22)
Profit after Taxes	2494.11	1941.28
Other Comprehensive Income	-	-
Re-measurements of post-employment benefit obligations (net of tax)	25.58	(92.14)
Profit for the year available for appropriation	2519.69	1849.14

DIVIDEND

The Board of Directors have recommended a final dividend of Rs. 1.50 per equity share of Rs. 10/- each for the Financial
Year ended 31st March 2025 and is subject to approval of members at the ensuing Annual General Meeting.

Disclosure for Transfer to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, the
following amounts of unclaimed dividends and shares, which remained unpaid/unclaimed for a period of seven years
from the date they became due for payment, have been transferred by the Company to the Investor Education and
Protection Fund (IEPF) during the financial year ended March 31,2025:

Dividend Remitted

Year	Nature of dividend	Dividend per share	Date of Declaration	Date of Transfer to IEPF	Amount
2016-17	Final	'' 2.50	21-July-2017	9-September-2024	'' 1,62,298

RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS

The operations for the Financial Year 2024-25 have resulted in a net profit of Rs. 2519.69 Lakhs after charging depreciation,
interest, tax, and comprehensive income as against Rs. 1849.14 Lakhs for the corresponding period of the previous year.

A. Explosives Division:

The sale of Explosives for the year under review was 58,280 MT as against 58,343 MT for the corresponding period of
the previous year. The decrease was mainly due to stiff competition in the market regarding prices.

BOARD’S REPORT (Cont..)

During the year, the turnover in regard to traded goods, services, and export of finished goods in Explosives sector was
higher as compared to the corresponding period of the previous year.

The sale of Detonating Fuse during the year under review was 33.25 Million Meters as against 29.50 Million Meters for
the corresponding period of the previous year. The sale of Other Accessories during the year under review was 1,242
MT as against 879 MT for the corresponding period of the previous year. The increase was due to enhancing customer
base and Export Orders.

B. Perlite Division:

The sale of Perlite and Perlite based products for the year under review was 24,584 MT as against 18,039 MT for the
corresponding period of the previous year, which resulted in increase of 36%. The increase in sales was mainly due to
increase in Filter-Aid markets.

BASIC EARNINGS PER SHARE

The Company''s Basic Earnings per share stood at INR 249.41 (Previous year- INR 194.13).

ACCOUNTS

The Standalone Financial Statements of your Company for the Financial Year 2024-25 are prepared as per Indian
Accounting Standards (“IND AS”) and in compliance with applicable provisions of the Companies Act, 2013 (“the
Act”), read with the Rules issued thereunder and the provisions of SEBI (Listing Obligations and Disclosure Require¬
ments) Regulations, 2015 (SEBI (LODR) Regulations, 2015). The financial statements have been prepared on the basis of
audited financial statements of your Company as approved by the Board of Directors.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of the Company

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March 2025, is Rs. 1,00,00,000/- comprising 10,00,000 Equity Shares of
Rs. 10/- each. During the Financial Year under review, the Company has not issued any class of securities including
shares with differential voting rights, Sweat Equity Shares and has not granted any stock options. The Company has
not bought back any of its securities during the financial year under review. The Company does not have any scheme
of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

TRANSFER TO RESERVES

During the year under review, there was no amount transferred to any of the reserves by the Company.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows

I. CONSERVATION OF ENERGY (FORM ‘A’)

This is not applicable to Explosives Industry.

II. ABSORPTION OF RESEARCH AND DEVELOPMENT (FORM ‘B’)

A. Specific areas in which R&D is carried out by the Company.

i. Cost reduction.

ii. Product and Technology Development for Explosives.

iii. Technical Services to monitor use of Explosives by Customers.

iv. Development of improved and more efficient equipment for increased productivity.

v. Product Development in relation to application of Explosives and Perlite.

BOARD’S REPORT (Cont..)

B. Benefits derived as a result of the above R & D:

i. Introduction of products for specific strata conditions.

ii. Higher efficiency in use of Explosives to Customers.

iii. Higher productivity in manufacturing process.

iv. Reduction in cost of production.

v. Entry into Export market.

vi. Application of Filter Aid products in Industries specific to customer requirements.

vii. Application of Perlite products in horticulture specific to customers'' requirements.

C. Future Plan of Action:

i. Continue development work on Explosives.

ii. Explore new businesses for diversification

D. Expenditure on R & D:

i. Capital - NIL

ii. Recurring - Rs. 286.79 Lakhs

iii. Total - Rs. 286.79 Lakhs

iv. Total R & D expenditure as a % total turnover - 0.58 %

III. TECHNOLOGY ABSORPTION, ADAPTATION, AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation: Modernization of existing set up
to adapt to new age technologies.

2. Benefits derived as a result of the above efforts e.g., product improvement, cost reduction, product development,
import substitution etc.

3. PETN, Detonating Fuse & Cast Booster products with fully indigenous equipment have been produced and sup¬
plied. These products have been well accepted by customers for use in difficult strata conditions.

4. Safety standards have been maintained, both during manufacture and usage, based on periodic feedback.

5. In case of imported technology (imported during the last five years reckoned from the from the beginning of the
financial year) following information may be furnished.

i. Technology imported: Not Applicable

ii. Yfear of import: Not Applicable

iii. Has the technology been fully absorbed? Not Applicable

iv. If not fully absorbed, areas where this has not taken place, reasons there for and future plan of action:
Not Applicable

IV. FOREIGN EXCHANGE EARNING AND OUTGO:

a. Activities relating to exports, etc.	The Company has exported goods worth Rs. 7460.87 Lakhs during the year
b. Total Foreign exchange used and earned	The Company has used Foreign Exchange amounting to Rs. 132.85 Lakhs and earned Rs. 7460.87 Lakhs during the year.

PUBLIC DEPOSITS

There are no outstanding public deposits remaining unpaid as on 31st March 2025. The Company has not accepted any
public deposits under Chapter V of the Act and Rules made thereunder.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect to Directors'' Responsibility
Statement, the Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the Financial Year ended 31st March 2025, the applicable accounting
standards had been followed along with proper explanation relating to material departures;

b) 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 Ysar and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

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

e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively;

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

DETAILS OF SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Retirement by rotation and subsequent re-appointment:

i. Pursuant to the Articles of Association of the Company read with Section 152 of the Act, Mr. Vijay Vishwasrao
Chowgule (DIN: 00018903) is due to retire by rotation at the ensuing Annual General Meeting (‘AGM”) and being
eligible offers himself for re-appointment.

ii. Pursuant to the Articles of Association of the Company read with Section 152 of the Act, Mr. Santosh
Laxmanrao Chowgule (DIN: 00097736) is due to retire by rotation at the ensuing Annual General Meeting
(‘AGM”) and being eligible offers himself for re-appointment

B. Changes in Directors:

i. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of
the Company in its meeting held on May 23, 2025 approved the appointment/re-appointment of the following
Directors, during FY 2024-25 and such appointment/ re-appointment were also approved by the Members at
the 47th Annual General Meeting held on August 09, 2024:

a) Appointment of Mr. Santosh Laxmanrao Chowgule (DIN: 00097736) as Executive Director and
Vice- Chairperson liable to retire by rotation.

b) Appointment of Mr. Mahesh Vijay Wataney (DIN: 09631354) as Managing Director of the Company for a
period of five (5) consecutive years with effect from May 12, 2023 to May 11,2028.

ii. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of
the Company, by way of circular resolution, approved the appointment of Mr.Janhavi Rajeev Apte Kothari
(DIN: 00003673) as Non-Executive - Independent Director of the Company for a period of five (5)
consecutive years with effect from July 15, 2024 to July 14, 2029 which was also approved by the Members at
the 47th Annual General Meeting held on August 09, 2024.

iii. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the
Company, by way of circular resolution, approved the appointment of Mr. Vijay NayakPangal (DIN:0963I263)
as Non-Executive - Independent Director of the Company for a period of five (5) consecutive years with
effect from November 05, 2024 to November 04, 2029 which was also approved by the Members at the
Extra-Ordinary General Meeting held on January 24, 2025 through Postal Ballot.

iv. Mr. Prashant Khatau Asher (DIN: 00274409) resigned as Non-Executive - Non-Independent Director of the
Company with effect from October 01, 2024. The Board has placed on record their sense of appreciation of
the valuable services rendered by Mr. Prashant Khatau Asher during his association with the Company.

v. Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors of the Company, at it''s meeting held on July 07, 2025, approved the appointment of Mr. Satish Vasant
Ghatge (DIN: 00329266) and Mr. Vasudev Narayan Tumbe (10667983) as Non-Executive - Independent
Director of the Company for a period of 5 years with effect from July I4, 2025 till July I3, 2030 subject to
approval by the Members at the 48th Annual General Meeting scheduled to be held on August II, 2025.
Mr. Satish Vasant Ghatge (DIN. 00329266) and Mr. Vasudev Narayan Tumbe (DIN. 10667983) has also been
appointed as member/member cum chairperson of various committees of the Board

C. Change in composition of Board of Directors after the closure of Financial Year:

i. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the
Company, at it''s meeting held on July 07, 2025, approved the appointment of Mr. Satish Vasant Ghatge
(DIN. 00329266) as Non-Executive - Independent Director of the Company for a period of five (5) consecutive
years with effect from July 14, 2025 to July 13, 2030 as approved by the Members at the 48th Annual Genera
Meeting which was held on August II, 2025.

ii. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the
Company, at it''s meeting held on July 07, 2025, approved the appointment of Mr. Vasudev Narayan Tumbe
(DIN. I0667983) as Non-Executive - Independent Director of the Company for a period of five (5) consecutive
years with effect from July I4, 2025 to July I3, 2030 as approved by the Members at the 48th Annual Genera
Meeting which was held on August II, 2025.

D. Change in Key Managerial Personnels:

1. Ms. Poonam D Choudhary (ACS: 66977) resigned from the position of Company Secretary and Compliance
Officer with effect from September 30, 2024.

2. The Board of Directors have appointed Ms.Rachana Salawat (ACS:47I2I) as Company Secretary and
Compliance Officer with effect from December I6, 2024.

Note: The Company has intimated to the Stock Exchange about all the changes in the Directors and Key Managerial

Personnels as per the provisions of SEBI (LODR) Regulations, 20I5 and SEBI Circulars issued in this regard.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI (LODR) Regulations, 2015, the
Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in
Section I49(6) of the Act along with Rules framed thereunder and Regulation I6(I)(b) of the SEBI (LODR) Regulations,
20I5. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING

THE YEAR:

During the year, Ms.Janhavi Rajeev Apte Kothari (DIN: 00003673) and Mr.Vijay Nayak Pangal (DIN :0963I263) was
appointed as Non-Executive - Independent Directors of the Company. The Board is of the opinion that Ms.Janhavi
Rajeev Apte Kothari and Mr.Vijay Nayak Pangal possesses requisite expertise, integrity and experience as required for
Independent Director

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, 5(Five) Board Meetings were held, the details of which are given in the Corporate
Governance Report. The gap between two consecutive meetings was within the period prescribed under Section 173
of the Act and Regulation 17(2) of SEBI Listing Regulations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered into by the Company with related parties referred to in
sub-section (1) of Section 188 of the Act, are disclosed in Form No. AOC-2 (Please refer ‘Annexure-A to the Board''s
Report”). The Company has framed a Policy on Related Party Transactions. The web link where Policy on dealing with
Related Party transactions is disclosed is https://www.keltechenergies.com/policies.html.

NOMINATION AND REMUNERATION POLICY

The Company has laid down the Policy on Directors'' appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a Director and other related matters. Pursuant to Section 134(3)
(e) and Section 178 of the Act, the Company''s Policy on Directors'' appointment & remuneration is uploaded on the
website of the Company at the https://www.keltechenergies.com/policies.html.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes affecting the financial position of the Company which have occurred between the
end of the Financial Year of the Company to which the financial statements relate and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status and Company''s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS

The Company''s internal control procedures are adequate to ensure compliance with various policies, practices and
statutes in keeping with the organization''s pace of growth and increasing complexity of the operations. The Company
maintains a system of internal controls designed to provide reasonable assurance regarding the following:

• Effectiveness and efficiency of operations

• Adequacy of safeguards for assets

• Prevention and detection of frauds and errors

• Accuracy and completeness of the accounting records

• Timely preparation of reliable financial information.

Key controls have been tested during the year and corrective and preventive actions are taken for any weakness.
Internal Audit System is engaged in evaluation of internal control systems. Internal Audit findings and recommendations
are reviewed by the Management and Audit Committee of the Board of Directors.

COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013,
is applicable to the Company and the Company has maintained the same during the year by the Company pursuant to
the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under
sub-section (1) of Section 148 of the Act.

INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company has adopted Indian Accounting Standards (“IND AS”) pursuant to Ministry of Corporate Affairs
Notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

AUDIT OBSERVATIONS AND EXPLANATION OR COMMENTS BY THE BOARD

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the
Secretarial Auditor in their respective Reports.

ANNUAL RETURN

The Annual Return of the Company as on 31st March 2025 in Form MGT-7 in accordance with Section 92(3) of the Act
read with the Companies (Management and Administration) Rules, 2014, is available on the Company''s website and can
be accessed at https://www.keltechenergies.com/meetings.html.

FORMAL ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of the Company, based on recommendations of the Nomination and Remuneration Committee, has
carried out an annual performance evaluation of its own performance and that of its committees and that of the
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The manner in which the
evaluation has been carried out has been explained in the Corporate Governance Report. The details of programmes
for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company,
nature of the Industry in which the Company operates, business model of the Company and related matters and
familiarization programmes attended by Independent Directors are put up on the website of the Company at the
https://www.keltechenergies.com/meetings.html.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Vigil Mechanism/Whistle Blower Policy has been formulated with a view to provide a mechanism for Directors and
Employees of the Company to approach the Audit Committee of the Board of Directors of the Company or any
member of such Audit Committee. It aims to provide a platform for the Whistle Blower to raise concerns on serious
matters regarding ethical values, probity and integrity or any violation of the Company''s Code, including the operations
of the Company. The said Code has been displayed on the Company''s website https://www.keltechenergies.com/
policies.html. There have been no cases of frauds which required the Statutory Auditors to report to the Audit
Committee/ Board during the Financial Year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (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 Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been
set up to redress complaints received regarding sexual harassment. There have been no complaints received during the
Financial Year.

PARTICULARS OF EMPLOYEES

The information as per Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as “Annexure-B to the Board''s Re¬
port”. As per the provisions of Section 136 of the Act, the Annual Report is being sent to the Members, excluding the
information on employees'' remuneration particulars as required under Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered
Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If
any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments pursuant to the provisions of Section 186 of the Act, read with
Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Notes to the Financial Statements.

FRAUDS REPORTED BY AUDITOR U/S 143(12)

No fraud was reported by the Statutory Auditor under Section 143(12) of the Companies Act, 2013, during the
Financial Year 2024-25.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 read with Regulation 24A of the SEBI Listing Regulations, the Company had appointed
M/s. Sharvari Kulkarni & Associates, to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report of the Secretarial Auditor under Section 204 and Annual Secretarial Compliance Report under Regulation 24A(2)
of the SEBI (LODR) Regulations, 2015, for the Financial Yfear 2024-25 is annexed herewith as “Annexure-C to the
Board''s Report”.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company has formed a CSR Committee and has uploaded the CSR Policy on the Company''s website at
https://www.keltechenergies.com/policies.html. The Company''s CSR initiatives and activities are aligned to the
requirements of Section 135 of the Companies Act, 2013. The brief outline of the CSR Policy of the Company and
the initiatives undertaken by the Company''s CSR activities during the year are set out in “Annexure-D of the Board''s
Report” in the format prescribed in the Corporate Social Responsibility(CSR) Policy Rules, 2014. For other details
regarding CSR Committee, please refer to the Corporate Governance Report. The Chief Financial Officer of the
Company has certified that the CSR amount so distributed for the projects have been utilized for the purposes and in
the manner as approved by the Board.

RISK MANAGEMENT

During the Financial Year under review, a detailed exercise on Business Risk Management was carried out covering
the entire spectrum of business operations and the Board, in their Board Meetings, has been informed about the risk
assessment and minimization procedures. Business risk evaluation and management is an ongoing process with the
Company. There is no risk identified which in the opinion of the Board may threaten the existence of the Company.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of SEBI Listing Regulations, a separate Report on Corporate
Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate
Governance are enclosed as ‘Annexure-E to the Board''s Report”.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) read
with Schedule V of SEBI Listing Regulations, is enclosed as ‘Annexure-F to the Board''s Report”.

INSURANCE

All the properties/assets including buildings, furniture/ fixtures, etc. and insurable interests of the Company are
adequately insured.

AUDITORS

On the recommendation of the Audit Committee, the Board at its Meeting held on August 08, 2022, had appointed
M/s. CNK & Associates LLP Chartered Accountants, Mumbai, Statutory Auditors of the Company for a term of 5 years,
i.e. from the conclusion of the 45th Annual General Meeting until the conclusion of the 50th Annual General Meeting.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of
Directors'' and ‘General Meetings'' respectively.

Other Disclosures

i. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime
settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof, is not applicable

ii. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016

For and on behalf of the Board

Vijay Vishwasrao Chowgule

Non-Executive Director and Chairperson

DIN: 00018903

Date: July 07, 2025

Place: Mumbai

---

Mar 31, 2024

The Board of Directors hereby present the 47th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March 2024.

FINANCIAL RESULTS (AS ADJUSTED UNDER IND AS)

	Current Year	Previous Year
Particulars	01.04.2023 to	01.04.2022 to
	31.03.2024	31.03.2023
	(Rs. In Lakhs)	(Rs. In Lakhs)
Operating Profit	3516.53	2611.66
Less: 1. Interest	(235.94)	(338.39)
2. Depreciation	(676.09)	(605.22)
Profit before Taxes	2604.50	1668.05
Less: 1. Current Tax	(632.00)	(421.00)
2. Deferred Tax	(31.22)	(54.92)
Profit after Taxes	1941.28	1192.13
Other Comprehensive Income	-	-
Re-measurements of post-employmentbenefit obligations (net of tax)	(92.14)	(87.39)
Profit for the year available for appropriation	1849.14	1104.73

DIVIDEND

The Board of Directors have recommended a final dividend of Rs. 1.50 per equity share of Rs. 10/- each for the Financial Ysar ended 31st March 2024 and is subject to approval of members at the ensuing Annual General Meeting.

RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS

The operations for the Financial Year 2023-24 have resulted in a net profit of Rs. 1849.14 Lakhs after charging depreciation, interest, tax, and comprehensive income as against Rs. 1104.73 Lakhs for the corresponding period of the previous year.

A. Explosives Division:

The sale of Explosives for the year under review was 59,736 MT as against 61,603 MT for the corresponding period of the previous year. The decrease was mainly due to non-acceptance of orders in coal sector i.e., Western Coalfields Ltd. due to unviable prices.

During the year, the turnover in regard to traded goods, services, and export of finished goods in Explosives sector was higher as compared to the corresponding period of the previous year.

The sale of Detonating Fuse during the year under review was 29.50 Million Meters as against 30 Million Meters for the corresponding period of the previous year. The sale of Other Accessories during the year under review was 879 MT as against 661 MT for the corresponding period of the previous year. The increase was due to enhancing customer base and Export Orders.

B. Perlite Division:

The sale of Perlite and Perlite based products for the year under review was 18,039 MT as against 16,123 MT for the corresponding period of the previous year, which resulted in increase of 12%. The increase in sales was mainly due to increase in Filter-Aid markets.

BASIC EARNINGS PER SHARE

The Company''s Basic Earnings per share stood at INRI94.I3 (Previous year- INR 119.21).

ACCOUNTS

The Standalone Financial Statements of your Companyfor the Financial Yfear 2023-24 areprepared as per Indian Accounting Standards (“IND AS”) and in compliance withapplicableprovisions of the Companies Act, 2013 (“the Act”),read with the Rules issued thereunder andthe provisionsof SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 (SEBI (LODR) Regulations, 2015). Thefinancial statements have been prepared onthe basis of audited financial statements of your Company as approved by the Boardof Directors.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business ofthe Company.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March 2024,is Rs. 1,00,00,000/- comprising 10,00,000 Equity Shares of Rs. 10/- each.During the Financial Year under review, the Company hasnot issued any class of securities including shares with differential voting rights, Sweat Equity Shares and hasnot granted any stock options.The Company has not bought back any of its securitiesduring the financial year under review.The Company does not have any scheme of provision ofmoney for the purchase of its own shares by employeesor by trustees for the benefit of employees.

TRANSFER TO RESERVES

During the year under review, there was no amounttransferred to any of the reserves by the Company.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

I. CONSERVATION OF ENERGY (FORM ‘A’)

This is not applicable to Explosives Industry.

II. ABSORPTION OF RESEARCH AND DEVELOPMENT (FORM ‘B’)

A. Specific areas in which R&D is carried out by the Company.

i. Cost reduction.

ii. Product and Technology Development for Explosives.

iii. Technical Services to monitor use of Explosives by Customers.

iv. Development of improved and more efficient equipment for increased productivity.

v. Product Development in relation to application of Explosives and Perlite.

B. Benefits derived as a result of the above R & D:

i. Introduction of products for specific strata conditions.

ii. Higher efficiency in use of Explosives to Customers.

iii. Higher productivity in manufacturing process.

iv. Reduction in cost of production.

v. Entry into Export market.

vi. Application of Filter Aid products in Industries specific to customer requirements.

vii. Application of Perlite products in horticulture specific to customers'' requirements.

C. Future Plan of Action:

i. Continue development work on Explosives.

ii. Explore new businesses for diversification.

D. Expenditure on R & D:

i. Capital - NIL

ii. Recurring - Rs. 74.31 Lakhs

iii. Total - Rs. 74.31 Lakhs

iv. Total R & D expenditure as a % total turnover - 0.16 %

III. TECHNOLOGY ABSORPTION, ADAPTATION, AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation: Modernization of existing set up to adapt to new age technologies.

2. Benefits derived as a result of the above efforts e.g., product improvement, cost reduction, product development, import substitution etc.

3. PETN, Detonating Fuse & Cast Booster products with fully indigenous equipment have been produced and supplied. These products have been well accepted by customers for use in difficult strata conditions.

4. Safety standards have been maintained, both during manufacture and usage, based on periodic feedback.

5. In case of imported technology (imported during the last five years reckoned from thefrom the beginning of the financial year) following information may be furnished.

i. Technology imported: Not Applicable

ii. Year of import:Not Applicable

iii. Has the technology been fully absorbed?Not Applicable

iv. If not fully absorbed, areas where this has not takenplace, reasons there for and future plan of action: Not Applicable

IV. FOREIGN EXCHANGE EARNING AND OUTGO:

a. Activities relating to exports, etc.	The Company has exported goods worth Rs.4929.87 Lakhs (C & F) during the year
b. Total Foreign exchange used and earned	The Company has used Foreign Exchange amounting to Rs. 41.91 Lakhs and earned Rs. 4890.92 Lakhs during the year.

PUBLIC DEPOSITS

There are no outstanding public deposits remaining unpaid as on 3lstMarch 2024. The Company has not accepted any

public deposits under Chapter V of the Act and Rules made thereunder.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section l34(3)(c) and 134(5) of the Act, with respect to Directors'' Responsibility

Statement, the Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the Financial Year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 Ysar and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting

fraud and other irregularities;

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

e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal

financial controls are adequate and are operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

DETAILS OF SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:A. Retirement by rotation and subsequent re-appointment:

i. Pursuant to the Articles of Association of the Company read with Section 152 of the Act, Mr.Vijay Vishwasrao Chowgule (DIN: 00018903) is due to retire by rotation at the ensuing Annual General Meeting (‘AGM”) and being eligible offers himself for reappointment.

ii. Pursuant to the Articles of Association of the Company read with Section 152 of the Act, Mr. Santosh Laxmanrao Chowgule (DIN: 00097736) is due to retire by rotation at the ensuing Annual General Meeting (‘AGM”) and being eligible offers himself for reappointment.

B. Changes in Directors:

1. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on May 12, 2023 approved the appointment/re-appointment of the following Directors, during FY 2023-24 and such appointment/ re-appointment were also approved by the Members at the 46th Annual General Meeting held on August 10, 2023:

a) Change in designation of Mr. Santosh Laxmanrao Chowgule (DIN: 00097736) as Executive Director and Vice-Chairperson liable to retire by rotation.

b) Appointment of Mr. Mahesh Vijay Wataney (DIN: 09631354) as Managing Director of the Company for a period of 5 years with effect from May 12, 2023 to May 11,2028.

2. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, by way of circular resolution, approved the appointment of Mr. Deepak Balkrishna Jadhav (DIN: 10221697) as Non-Executive - Independent Director of the Company for a period of 5 years with effect from July 07, 2023 to July 06, 2028 which was also approved by the Members at the 46thAnnual General Meeting held on August 10, 2023.

3. Mr. Ramesh Laxmanrao Chowgule (DIN: 00018910) resigned as Non-Executive - Non-Independent Director of the Company with effect from April 19, 2023. The Board has placed on record their sense of appreciation of the valuable services rendered by Mr. Ramesh Laxmanrao Chowguleduring his association with the Company.

4. Mr. Ashvin Chadha (DIN: 01962798) resigned as Non-Executive - Non-Independent Director of the Company with effect from July 05, 2023. The Board has placed on record their sense of appreciation of the valuable services rendered by Mr. Ashvin Chadha during his association with the Company.

C. Change in composition of Board of Directors after the closure of Financial Year:

1. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, approved the re-appointment of Mr. Prashant Khatau Asher (DIN: 00274409) as Non-Executive -Independent Director of the Company for a period of 5 years with effect from May 17, 2024 to May 16, 2029 subject to approval by the Members at the 47th Annual General Meeting scheduled to be held on August 09, 2024.

2. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, by way of circular resolution, approved the appointment of Ms. Janhavi Rajeev Apte Kothari (DIN: 00003673) as Non-Executive - Independent Director of the Company for a period of 5 years with effect from July 15, 2024 to July 14, 2029subject to approval by the Members at the 47thAnnual General Meeting scheduled to be held on August 09, 2024. Ms. Kothari has also been appointed as member/member cum chairperson of various committees of the Board with effect from July 15, 2024.

D. Change in Key Managerial Personnels:

1. Ms. Shalu Tibra (ACS: 34873) resigned from the position of Company Secretary and Compliance Officer with effect from October 17, 2023.

2. The Board of Directors have appointed Ms. Poonam Choudhary (ACS: 66977) as Company Secretary and Compliance Officer with effect from November 03, 2023.

Note: The Company has complied and intimated to the Stock Exchange about all the changes in the Directors and Key Managerial Personnels as per the provisions of SEBI (LODR) Regulations, 2015 and SEBI Circulars issued in this regard.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI (LODR) Regulations, 2015, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation I6(l)(b) of the SEBI (LODR) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the year, Mr. Deepak Balkrishna Jadhav (DIN: 10221697) was appointed as Non-Executive - Independent Director of the Company. The Board is of the opinion that Mr. Jadhav possesses requisite expertise, integrity and experience as required for Independent Director

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 4 (Four) Board Meetings were held, the details of which are given in the Corporate Governance Report. The gap between two consecutive meetings was within the period prescribed under Section 173 of the Act and Regulation 17(2) of SEBI Listing Regulations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-section (I) of Section 188 of the Act, are disclosed in Form No. AOC-2 (Please refer “Annexure-A to the Board’s Report”). The Company has framed a Policy on Related Party Transactions. The web link where Policy on dealing with Related Party transactions is disclosed is https://www.keltechenergies.com/policies.html.

NOMINATION AND REMUNERATION POLICY

The Company has laid down the Policy on Directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other related matters. Pursuant to Section 134(3) (e) and Section 178 of the Act, the Company''s Policy on Directors'' appointment & remuneration is uploaded on the website of the Company at the https://www.keltechenergies.com/policies.html.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company''s internal control procedures are adequate to ensure compliance with various policies, practices and statutes in keeping with the organization''s pace of growth and increasing complexity of the operations. The Company maintains a system of internal controls designed to provide reasonable assurance regarding the following:

• Effectiveness and efficiency of operations

• Adequacy of safeguards for assets

• Prevention and detection of frauds and errors

• Accuracy and completeness of the accounting records

• Timely preparation of reliable financial information.

Key controls have been tested during the year and corrective and preventive actions are taken for any weakness. Internal Audit System is engaged in evaluation of internal control systems. Internal Audit findings and recommendations are reviewed by the Management and Audit Committee of the Board of Directors.

COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is applicable to the Company and the Company has maintained the same during the year by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Act.

INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company has adopted Indian Accounting Standards (“IND AS”) pursuant to Ministry of Corporate Affairs Notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

AUDIT OBSERVATIONS AND EXPLANATION OR COMMENTS BY THE BOARD

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditor in their respective Reports.

ANNUAL RETURN

The Annual Return of the Company as on 31st March 2023 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the Company''s website and can be accessed at https://www.keltechenergies.com/meetings.html.

FORMAL ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of the Company, based on recommendations of the Nomination and Remuneration Committee, has carried out an annual performance evaluation of its own performance and that of its committee and that of the individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company and related matters and familiarization programmes attended by Independent Directors are put up on the website of the Company at the https:// www.keltechenergies.com/meetings.html.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Vigil Mechanism/Whistle Blower Policy has been formulated with a view to provide a mechanism for Directors and Employees of the Company to approach the Audit Committee of the Board of Directors of the Company or any member of such Audit Committee. It aims to provide a platform for the Whistle Blower to raise concerns on serious matters regarding ethical values, probity and integrity or any violation of the Company''s Code, including the operations of the Company. The said Code has been displayed on the Company''s website https://www.keltechenergies.com/policies.html. There have been no cases of frauds which required the Statutory Auditors to report to the Audit Committee/ Board during the Financial Year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (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 Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There have been no complaints received during the Financial Year.

PARTICULARS OF EMPLOYEES

The information as per Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as “Annexure-B to the Board’s Report”. As per theprovisions of Section 136 of the Act, the Annual Report is being sent to the Members, excluding the information on employees'' remuneration particulars as required underRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments pursuant to the provisions of Section 186 of the Act, read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Notes to the Financial Statements.

FRAUDS REPORTED BY AUDITOR U/S 143(12)

No fraud was reported by the Statutory Auditor under Section 143(12) of the Companies Act, 2013, during the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read with Regulation 24A of the SEBI Listing Regulations, the Company had appointed M/s. Swaroop Suri& Associates, to undertake the Secretarial Audit of the Company. Report of the Secretarial Auditor for the Financial Year 2023-2024 is annexed herewith as “Annexure-C to the Board’s Report”.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company has formed a CSR Committee and has uploaded the CSR Policy on the Company''s website at https://www.keltechenergies.com/policies.html. The Company''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Companies Act, 2013. The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company''s CSR activities during the year are set out in “Annexure-D of the Board’s Report” in the format prescribed in the Corporate Social Responsibility(CSR) Policy Rules, 2014. For other details regarding CSR Committee, please refer to the Corporate Governance Report. The Chief Financial Officer of the Company has certified that the CSR amount so distributed for the projects have been utilized for the purposes and in the manner as approved by the Board.

RISK MANAGEMENT

During the Financial Year under review, a detailed exercise on Business Risk Management was carried out covering the entire spectrum of business operations and the Board, in their Board Meetings, has been informed about the risk assessment and minimization procedures. Business risk evaluation and management is an ongoing process with the Company. There is no risk identified which in the opinion of the Board may threaten the existence of the Company.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of SEBI Listing Regulations, a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are enclosed as “Annexure-E of the Board’s Report”

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) read with Schedule V of SEBI Listing Regulations, is enclosed as “Annexure-F to the Board’s Report”.

INSURANCE

All the properties/assets including buildings, furniture/ fixtures, etc. and insurable interests of the Company are adequately insured.

AUDITORS

On the recommendation of the Audit Committee, the Board at its Meeting held on August 08, 2022, had appointed M/s. CNK & Associates LLP? Chartered Accountants, Mumbai, Statutory Auditors of the Company for a term of 5 years, i.e. from the conclusion of the 45th Annual General Meeting until the conclusion of the 50th Annual General Meeting.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors'' and ‘General Meetings'' respectively.

---

Mar 31, 2018

Boards’ Report

To the Members,

The Directors have pleasure in presenting their Forty-first Annual Report on the business and operations of the Company and the accounts for the Financial Ysar ended March 31, 2018. This report is being presented along with the audited financial statements for the year

1. Financial Performance:

Rs, in lacs, except per share data]

	2017-18		2016-17
Operating Profit		1868.87		1569.31
Less:
1) Interest	255.19		236.41
2) Depreciation	493.15	748.34	440.97	677.38
Profit for the year before taxation		1120.53		891.93
Less : Provision for taxation - Current Tax	390.00		201.79
- Deferred Tax	(24.84)	365.16	106.28	308.07
Profit for the year		755.37		583.86
Other Comprehensive Income
Re-measurements of post-employment
benefit obligations (net of tax)		17.00		(5.24)
Profit for the year available for appropriation		772.37		578.62

2. Company Affairs: (Management discussion and analysis report / Operations reports of Company’s performance):

The operations for the year 2017-18 have resulted in a net profit of Rs.772.37 lakhs after charging depreciation, interest, tax and comprehensive income as against Rs.578.62 lakhs for the corresponding period of the previous year.

A. Explosives Division

The sale of Explosives for the year under review was 39,854 MT valued at Rs.15,588 lakhs as against 40,825 MT valued at Rs.16,73 1 lakhs of the previous year. The Sales turnover in Explosives decreased by 2% in quantity terms. During the year, the turnover in regard to traded goods and export of finished goods in Explosives sector was Rs.1,282 lakhs as against Rs.l,39l lakhs for the corresponding period of the previous year.

The sale of Detonating Fuse and related products during the year under review was valued at Rs.1,225 lacs as against Rs.1,136 lacs for the corresponding period of the previous year.

B. Perlite Division

The sale of Perlite and Perlite based products for the year under review were 9,490 MT valued at Rs.l,82l lakhs as against 6.519 MT valued at Rs.1,434 lakhs for the corresponding period of the previous year, which resulted in increase of 46% in quantity terms and 27% increase in value terms. The increase in sales was due to manufacture of the new product viz. Filter Aid product in the new project which was commissioned at Vishwasnagar Unit during the 4^th quarter of the previous year.

The turnover of service contracts and special products during the year under review was Rs.489 lakhs as against Rs.940 lakhs for the corresponding period of the previous year.

3. Basic Earnings Per Share

Basic earnings per share increased by I7.I5% i.e. Rs.I7I.5I lacs.

4. Risk Management Report:

The combination of policies and processes concerned to the operations of the Company are adequately adopted for the anticipated risks associated with the Company''s business. The Senior Management of the Company periodically reviews the risk management framework so as to effectively address the emerging challenges in a dynamic business environment.

5. Dividend

The Directors have recommended a Dividend of Rs. 2.50 per share of Rs.I0/- each (25%) on the paid-up Equity Capital of the Company.

6. Business Focus and Highlights

(A) EXPOSIVES DIVISION

There was marginal reduction of value and quantity in explosives sector. The Coal sectors had already finalized orders at aggressive prices which the Company did not accept. However, the Company''s products are well accepted in other segments of business and the non-coal segment of business contributed to improve margins.

In regard to D Fuse and related products, the demand was consistent and the improved capacity utilization was achieved.

(B) PERLITE DIVISION

The sale of Expanded Perlite products including Filter Aid showed significant growth during the year under review.

(C) INDUSTRIAL RELATIONS

The industrial relations during the year under review were cordial and there were no industrial disputes.

(D) OUTLOOK FOR 2018-19.

During the current financial year 20I8-I9, on account of stiff competition on price, sale of Explosives to Public Sector Units is expected to be under pressure. The Company is expected to consolidate its growth in the segment of packaged Emulsion Explosives and Explosives accessories on account of consistent product quality and service. Volume growth is expected in Perlite Filter Aid segment as the product is being accepted by and large by all consumers.

Your Company will continue to make all efforts for optimizing the overall performance.

(E) CAUTIONARY STATEMENT

The statements, expressions, information given in this Management Discussions and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be deemed to be as “forward looking statements”. Actual results might substantially or materially different from those expressed or implied. Important developments that could affect the Company''s operations included demand supply conditions, changes in Government, global economic scenario and such other developments different from Company''s comprehension.

7. General Reserve

The Company proposes to transfer a sum of Rs. 600 Lacs to General Reserve.

8. Deposits

The Company has not received any deposits during the financial year 20I7-I8.

9. Quality

The quality function at KEL has been at the forefront of enabling delivery and support functions in differentiation, optimization and de-risking. While we continue to comply with international standards, such as an ISO 900I & I400I, OHSAS I800I, our quality and engineering departments drove change initiatives for productivity improvements.

10. Infrastructure

The Company is in the process of expansion at Vishwasnagar, Garamsur and other Units.

11. Related Party Transactions

The Company has entered in to related party transactions which are in arms-length basis as mentioned in Annexure I to this report.

12. Board Committees

The Company has following Committees of the Board:

a) Audit Committee;

b) Stakeholders Relationship Committee;

c) Committee of Directors (Share Transfer Committee);

d) Independent Directors Committee;

e) Corporate Social Responsibility Committee; and

f) Nomination and Remuneration Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

13. Particulars of Loans, Guarantees or Investments

The Company has not given any loans, guarantees and has not made any investments in other entities.

14. Directors

a. Re-appointment

Shri Ashok V. Chowgule, [DIN 00018970] retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Pursuant to Section 149 of the Companies Act, 2013, the office of independent directors are not liable to retire by rotation and they shall hold office for a term upto five consecutive years from the date they were appointed as Independent Directors by the Members in the General Meeting.

b. Board Evaluation

The Board has reviewed and evaluated the performance of all individual directors and the independent directors have reviewed and evaluated the performances of Chairman, Managing Director and non-independent Directors during the year at their meeting held on 25^th January, 2018. They found that none of the board members have contravened any of the statutory provisions of Companies Act, 2013 and its relevant rules, regulations, guidelines etc. applicable to them in exercise of their duties and responsibilities.

c. Declaration by Independent Directors

A declaration from Independent Directors as required in sub-section (6) & (7) of Section 149 of the Companies Act, 2013 is obtained and the same are placed before the Board for noting . An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years.

d. Policy on Director’s appointment and remuneration

As per Section 178 of the Companies Act, 2013, the Company was required to constitute a Nomination and Remuneration Committee for the purpose of identifying qualified persons for appointment of Directors and Senior/ Key Managerial Personnel in future and to fix their remuneration and other allowances. Currently the Company has an agreement with the Managing Director of the Company for a period of 5 years with effect from 29^th April, 2014.

e. Number of meetings of the board

During the year five meetings of Board of Directors were held i.e. on I8^th May, 20I7, 2I^st July, 20I7, 3^rdNovember, 20I7 and on 25^th January, 20I8. These meetings were held as per the provision of section I73 of the Companies Act, 20I3.

f. Vigil Mechanism/Whistle Blower Policy

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same have been explained in the Corporate Governance Report and the same was inserted in the website of the Company.

15. Auditors

A. Statutory Auditors and Auditors’ Report

M/s.Khimji Kunverji & Co., Chartered Accountants, (FRNI05I46W) have been appointed as Statutory Auditors of the Company for a period of five years effective from the conclusion of Fortieth Annual General Meeting till the conclusion of 45^th Annual General Meeting, at the Board meeting of the Company held on I8^th May, 20I7.

B. Cost Auditors

Pursuant to the provisions of Section I48 of the Companies Act, 20I3 and the Companies (Audit & Auditors) Rules, 20I4 Shri Vikas Vinayak Deodhar, Practising Cost Accountant, Membership No.38I3, the Cost Auditor, appointed by the Company to conduct audit of the cost records of the Company for the financial year 20I7-I8.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 20I3 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Swaroop S., C.PNo.9997, Partner, M/s Swaroop, Ravishankar and Associates, Practising Company Secretaries, have been appointed for conducting the Secretarial Audit for the year ended 3I^st March, 20I8, and their report is annexed as Annexure-5 to this report.

16. Key Managerial Personnel

A. Managing Director

Pursuant to section 203 of the Companies Act, the Company has entered into an agreement with the Managing Director of the Company for a period of 5 years with effect 29^th April, 20I4.

B. Chief Financial Officer and Company Secretary

Pursuant to section 203 of the Companies Act, the Company has appointed Chief Financial Officer and Company Secretary with effect I^st March, 20I5.

17. Extract of Annual Return

The extract of annual return in Form No. MGT - 9 is annexed as Annexure-6 to this report.

18. Secretarial Standards

The Company has complied with all applicable Secretarial Standards.

19. Investor Education and Protection Fund (IEPF)

Pursuant to applicable provisions of Companies Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) rules, 20I6, all unpaid and unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India after the completion of 7 years. Further according to the rules, the shares on which the dividend has not been paid are claimed by the shareholders for 7 consecutive years or more shall be transferred to the demat account of the IEPF authority. Accordingly the company has transferred the unclaimed and unpaid dividends of Rs.I,68,450/- during the year for 2009-20I0. Further corresponding shares shall be transferred as per the requirements of the IEPF rules. The details are available on our website.

20. Significant and material orders.

The Company has sufficient orders on hand for Explosives and Perlite products for sustaining current level of operations

21. Internal Financial Control

The Company has effective systems and procedures of internal financial control for ensuring orderly and efficient conduct of its business, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. These systems are periodically reviewed by the Audit Committee of the Board of Directors. The Audit Committee and the Board have ensured that the said system is adequate considering the nature of business and size of transactions.

22. Committees of the Board

A detailed note on the Board and its Committees is provided under the Corporate Governance Report in this Annual Report. The composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
1. Audit Committee	a) Shri Harish Jagtiani b) Ms.Arati Saran c) Shri Kaiyoze Beji Billimoria d) Shri Santosh L. Chowgule	- All the recommendations made by the Audit Committee during the year were accepted by the Board. - The Company has adopted the Whistle Blower mechanism for Directors and all employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Business Conduct and Ethics. The Whistle Blower Policy is appended as Annexure-4 to the Board''s Report. - In accordance with the listing requirements, the Company has formulated policies on Related Party Transactions and Material Subsidiaries. The policies, including the Whistle Blower Policy, are available on our website.
2. Nomination and Remuneration Committee	a) Ms. Arati Saran b) Shri H.C.Asher c) Shri Harish Jagtiani d) Shri Kaiyoze Beji Billimoria	- The Committee oversees and administers executive compensation, operating under a written charter adopted by the Board of Directors. - The Committee has designed and continuously reviews the compensation programme for Managing and senior executives to align both short-term and long-term compensation with business objectives and to link compensation with the achievement of measurable performance goals. - The Committee structures compensation to ensure that it is competitive in the global markets in which the Company operates in order to attract and retain the best talent. In the future, the Committee plans to use a combination of stock options, restricted stock units and performance-based stocks to align senior employee compensation with shareholder value. - The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is appended as Annexure-3 to the Board''s Report.

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
3. Corporate Social Responsibility	a) Shri Harish Jagtiani b) Shri Umaji V. Chowgule c) Shri Kaiyoze Beji Billimoria d) Shri Santosh L. Chowgule	- The Board has laid out the Company''s policy on Corporate Social Responsibility (CSR) and the CSR activities of the Company are carried out as per the instructions of the committee. - During the year, the Company has allocated 2% of its average net profits for the three immediately preceding financial years on CSR activities to various beneficiaries. - Financial data pertaining to the Company''s CSR activities to various beneficiaries for 20I7-I8 is as appended under the prescribed format in Annexure- 7 to the Board''s Report. - The contents of the CSR policy are available on our website
4. Stakeholders Relationship Committee	a) Ms. Arati Saran b) Shri H.C.Asher c) Shri Kaiyoze Beji Billimoria d) Shri Harish Jagtiani e) Shri Santosh L. Chowgule	- The Committee reviews and ensures redressal of investor grievances. - The Committee noted that all the grievances of the investors have been resolved during the year.
5. Committee of Directors (Share Transfer Committee)	a) Shri Ashok V. Chowgule b) Shri Umaji V. Chowgule c) Shri Santosh L. Chowgule	- The Committee shall overview the process of share transfers, transmissions etc. during the period and shall note the same as to delay or approvals in time.
6. Independent Directors Committee	a) Shri Harish Jagtiani b) Shri H.C.Asher c) Ms.Arati Saran d) Shri Kaiyoze Beji Billimoria	- The Committee shall review the performance of the Non-Independent Directors of the Company. - The review is pursuant to provisions of Part VIII of Schedule IV.

23. Risk Management Policy

The Company has implemented a risk management policy for the Company including identification therein of elements of risk, if any, and the same has been inserted in the website of the Company.

24. Corporate Governance

The Corporate Governance certificate received from M/s.Khimji Kunverji & Co., Chartered Accountants, Mumbai (FRNI05I46W) regarding compliance of conditions of corporate governance as stipulated in Regulation 34(3) read with Schedule V (C ) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20I5 is annexed with the report.

25. Director’s Responsibility Statement

Y^ur Company''s Directors make the following statement in terms of sub-section (5) of Section I34 of the Companies Act, 20I3, which is to the best of their knowledge and belief and according to the information and explanations received from them are noted by the Board:

I. The financial statements have been prepared in conformity with the applicable Accounting Standards and requirements of the Companies Act, 20I3, (”the Act”) to the extent applicable to the Company; on the historical cost convention; as a going concern and on the accrual basis. There are no material departures in the adoption of the applicable Accounting Standards.

II. The Board of 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 that period.

III. The Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

V. The financial statements have been audited by M/s.Khimji Kunverji & Co., Chartered Accountants, Mumbai, the Company''s Auditors.

26. Particulars of Employees

The total number of employees of the company as on March 31, 2018 was 237 as against 223 as on March 31, 2017.

27. Particulars of loans , guarantees or investments under section 186

During the year the company has not sanctioned any loans, given securities and made any investments as prescribed under section 186 of the Companies Act, 2013.

28. Conservation of energy, research and development, technology absorption, foreign exchange and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

I. CONSERVATION OF ENERGY (FORM ‘A’)

This is not applicable to Explosives Industry.

II. ABSORPTION OF RESEARCH AND DEVELOPMENT (FORM ‘B’)

A. Specific areas in which R&D is carried out by the Company.

I. Cost reduction.

II. Product and Technology Development for Explosives.

III. Technical Services to monitor use of Explosives by Customers.

IV Development of value added Explosive products.

V Development of improved and more efficient equipment.

VI. Refinements and Developments in Packaging.

VII. Product Development in relation to application of Explosives and Perlite.

B. Benefits derived as a result of the above R & D:

I. Introduction of products for difficult blasting conditions.

II. Setting up of production facilities with indigenous Plant Equipment for Bulk and Packaged Explosives.

III. Higher efficiency in use of Explosives to Customers.

IV Higher efficiency in manufacturing process.

V Reduction in cost of production.

VI. Entry into Export market.

VII. New applications of our Explosives.

VIII. Application of perlite concrete for cryogenic tanks.

IX. Development of Air Decking system for blasting in boreholes.

X. Export of Perlite Concrete Insulation Blocks.

XI. Overseas Contracts deploying Mobile Perlite Expanders.

C. Future Plan of Action:

I. Continue development work on Explosives.

II. Evaluate other systems for SMS.

III. Develop site applications using perlite.

IV Explore new products for diversification.

D. Expenditure on R & D:

I. Capital - Nil.

II. Recurring - Rs.26.98 lacs.

III. Total - Rs.26.98 lacs.

IV Total R & D expenditure as a % total turnover - 0.13%

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation: Strict Monitoring of emulsion explosives and making necessary improvements to meet the field requirements.

2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution etc.

Emulsion products with fully indigenous equipment have been produced and supplied. These products have been well accepted by customers for use in difficult strata conditions.

Safety standards have been maintained, both during manufacture and usage, based on periodic feedback.

3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year) following information may be furnished.

(a) Technology imported : ^

(b) Year of import: I

(c) Has the technology been fully absorbed? r Not Applicable

(d) If not fully absorbed, areas where this has not I taken place, reasons there for and future plan of action

III. FOREIGN EXCHANGE EARNING AND OUTGO

a. Activities relating to exports, etc	The Company has exported goods worth Rs.1392 lacs (C & F) during the year
b. Total Foreign exchange used and earned	The Company has used Foreign Exchange amounting to Rs.46.54 lacs and earned Rs.942 lacs during the year.

29. Corporate Social Responsibility (CSR)

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company was required to spend a sum of Rs.14.71 lacs towards Corporate Social Responsibility Policy and accordingly the Company has spent the same.

30. Green initiatives

Electronic copies of the annual report 20I7-I8 and the notice of the 4Ist Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participants. For members who have not registered their e-mail addresses, physical copies are sent in the permitted mode.

31. Acknowledgments

Y^ur Directors place on record their thanks to the Canara Bank and State Bank of India for their unstinted co-operation and timely assistance. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Government agencies, the Tax Authorities including the Customs and Excise Departments, Department of Industrial Policy and promotion, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavours. The Directors acknowledge the support and co-operation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.

For and on behalf of the Board of Directors

Place : Mumbai Ashok V Chowgule

Date : I8^th May, 20I8 Chairman

---

Mar 31, 2017

To the Member''s,

The Directors have pleasure in presenting their Fortieth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2017. This report is being presented along with the audited financial statements for the year

1. Financial Performance: [Rs. in lacs, except per share data]

		2016-17	2015-16
Operating Profit Less: 1) Interest 2) Depreciation Profit for the year before taxation
	236.41	1569.31 190.58	1362.86
	440.97	677.38 386.40	576.98
		891.93	785.88
Less : Provision for taxation - Current Tax	201.79	227.83
- Deferred Tax
Profit for the year Other Comprehensive Income	106.28	308.07 51.11	278.94
		583.86	506.94
Re-measurements of post-employment
benefit obligations (net of tax)		(5.24)	(12.07)
Profit for the year available for appropriation		578.62	494.87

2. Company Affairs:

(MANAGEMENT DISCUSSION AND ANALYSIS REPORT / OPERATIONS REPORTS OF COMPANY’S PERFORMANCE):

The operations for the year 2016-17 have resulted in a net profit of Rs.578.62 lakhs after charging depreciation, interest, tax and comprehensive income as against Rs.494.87 lakhs for the corresponding period of the previous year.

A. Explosives Division

The sale of Explosives for the year under review was 40,825 MT valued at Rs.I6,73I lakhs as against 38,770 MT valued at Rs.I5,473 lakhs of the previous year. The Sales turnover in Explosives increased by 5% in quantity terms. During the year, the turnover in regard to traded goods and export of finished goods in Explosives sector was Rs.I,39I lakhs as against Rs.99I lakhs for the corresponding period of the previous year.

The sale of Detonating Fuse and related products during the year under review was valued at Rs.I,I36 lacs as against Rs.I,I29 lacs during the corresponding period of the previous year. The increase was mainly due to higher sales of Detonating Fuse products.

B. Perlite Division

The sale of Perlite and Perlite based products for the year under review were 6,5I9 MT valued at Rs.I,434 lakhs as against 6.789 MT valued at Rs.I,286 lakhs for the corresponding period of the previous year, resulted in reduction of 4% in quantity terms and I2% increase in value terms.

The turnover of services contracts and special products during the year under review was Rs.489 lakhs as against Rs.940 lakhs for the corresponding period of the previous year.

3. Dividend

The Directors have recommended a Dividend of Rs.2.50 per share of Rs.I0/- each (25%) on the paid-up Equity Capital of the Company.

4. Business Focus and Highlights

(A) EXPOSIVES DIVISION

The Explosives Sector witnessed growth during the year under review. The Coal sectors had already finalized orders at aggressive prices which the Company did not accept. However, the Company''s products are well accepted in other segments of business and the non-coal segment of business contributed to increased turn-over.

In regard to D Fuse and related products, the demand was consistent and the licensed capacity utilization was achieved.

(B) PERLITE DIVISION

The domestic market sale of Expanded Perlite products was satisfactory during the year under review. A Plant for manufacture of a new product viz. Filter Aid in collaboration with a Japanese Company Product was commissioned at Vishwasnagar Unit and the commercial production commenced during the fourth quarter of the current year.

(C) INDUSTRIAL RELATIONS

The industrial relations during the year under review were cordial and there were no industrial disputes.

(D) OUTLOOK FOR 2017-18.

During the current financial year 2017-18, on account of stiff competition coupled, the Explosives Division is expected to be under pressure and expects growth in Perlite based business. The Explosives Accessories Divisions are showing encouraging performance. The Company will consolidate its growth in the new segment of business of Emulsion Explosives.

Steps are taken for addition of balancing equipment in Explosives and additional plants for increase in capacity which is expected to materialize in 2017-18.

Your Company will continue to make all efforts for optimizing the overall performance.

(E) CAUTIONARY STATEMENT

The statements, expressions, information given in this Management Discussions and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be deemed to be as “forward looking statements”. Actual results might substantially or materially different from those expressed or implied. Important developments that could affect the Company''s operations included demand supply conditions, changes in Government, global economic scenario and such other developments different from Company''s comprehension.

5. General Reserve:

The Company proposes to transfer a sum of Rs. 350 lacs to General Reserve.

6. Deposits

The Company has not received any deposits during the financial year 2016-17.

7. Quality

The Products of the Company are of high quality and have obtained required certifications and this shall be driving force for better sales.

8. Infrastructure

The Company is in the process of expansion at Viswasnagar, Garamsur and other Units.

9. Related Party Transactions

The Company has entered in to related party transactions which are in arms-length basis as mentioned in Annexure I to this report.

10. Board Committees

The Company has following Committees of the Board:

a) Audit Committee;

b) Stakeholders Relationship Committee;

c) Committee of Directors (Share Transfer Committee);

d) Independent Directors Committee;

e) Corporate Social Responsibility Committee; and

f) Nomination and Remuneration Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

11. Particulars of Loans, Guarantees or Investments

The Company has not given any loans, guarantees and has not made any investments in other entities.

12. Directors

a. Re-appointment

Shri Umaji V. Chowgule, [DIN 00018993] retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Pursuant to Section 149 of the Companies Act, 2013, the office of independent directors are not liable to retire by rotation and they shall hold office for a term upto five consecutive years from the date they were appointed as Independent Directors by the Members in the General Meeting.

b. Board Evaluation

The Board has reviewed and evaluated the performance of all individual Directors and the Independent Directors have reviewed and evaluated the performances of Chairman, Managing Director and Non-Independent Directors during the year at their meeting held on 23^rd January, 2017. They found that none of the board members have contravened any of the statutory provisions of Companies Act, 2013 and its relevant rules, regulations, guidelines etc. applicable to them in exercise of their duties and responsibilities.

c. Declaration by Independent Directors

A declaration from Independent Directors as required in sub-section (6) & (7) of Section 149 of the Companies Act, 2013 is obtained and the same are placed before the Board for noting . An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years.

d. Policy on Director’s appointment and remuneration

As per Section 178 of the Companies Act, 2013, the Company was required to constitute a Nomination and Remuneration Committee for the purpose of identifying qualified persons for appointment of Directors and Senior/ Key Managerial Personnel in future and to fix their remuneration and other allowances. Currently the Company has an agreement with the Managing Director of the Company for a period of 5 years with effect 29^th April, 2014.

e. Number of meetings of the board

During the year five meetings of Board of Directors were held i.e. on 20^th May, 2016, 20^th July, 2016, 26^th August, 2016, 26^th November, 2016 and on 23^rd January, 2017. These meetings were held as per the provision of section 173 of the Companies Act, 2013.

f. Vigil Mechanism/Whistle Blower Policy

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same have been explained in the Corporate Governance Report and the same was inserted in the website of the Company.

13. Auditors

A. Statutory Auditors and Auditors’ Report

M/s. Haribhakti & Co. LLP Statutory Auditors (FRN I03523W) of the Company, have been holding office as Auditors for a term of more than 30 years. The said auditors were appointed at the 37^th Annual General Meeting of the Company held on 25th July, 2014 for a period of three consecutive years till the conclusion of the 40^th Annual General Meeting.

M/s. Khimji Kunverji & Co, Chartered Accountants, (FRN 105146W) have been appointed as Statutory Auditors of the Company for a period of five years effective from the conclusion of Fortieth Annual General Meeting till the conclusion of Fortyfifth Annual General Meeting, at the Board meeting of the Company held on 18^th May, 2017.

B. Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 Shri Vikas Vinayak Deodhar, Practising Cost Accountant, Membership No.38I3, the Cost Auditor, appointed by the Company to conduct audit of the cost records of the Company for the financial year 2016-17.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri. Swaroop S., C.PNo. 9997, Partner, M/s Swaroop, Ravishankar and Associates, Practicing Company Secretaries, have been appointed for conducting the Secretarial. Audit for the year ended 31^st March 2017, and their report is annexed as Annexure 5 to this report.

14. Key Managerial Personnel

A. Managing Director

Pursuant to section 203 of the Companies Act, the Company has entered into an agreement with the Managing Director of the Company for a period of 5 years with effect 29^th April, 2014.

B. Chief Financial Officer and Company Secretary

Pursuant to section 203 of the Companies Act, the Company has appointed Chief Financial Officer and Company Secretary with effect I^st March, 2015.

15. Extract of Annual Return

The extract of annual return in Form No. MGT - 9 is annexed as Annexure 6 to this report.

16. Significant and material orders.

The Company has sufficient orders on hand for Explosives and Perlite products for sustaining current level of operations

17. Internal Financial Control

The Company has effective systems and procedures of internal financial control for ensuring orderly and efficient conduct of its business, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. These systems are periodically reviewed by the Audit Committee of the Board of Directors. The Audit Committee and the Board have ensured that the said system is adequate considering the nature of business and size of transactions.

18. Committees of the Board

A detailed note on the Board and its Committees is provided under the Corporate Governance Report in this Annual Report. The composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
1. Audit Committee	a) Shri Harish Jagtiani b) Ms.Arati Saran c) Shri Kaiyoze Beji Billimoria d) Shri Santosh L. Chowgule	- All the recommendations made by the Audit Committee during the year were accepted by the Board. - The Company has adopted the Whistle Blower Mechanism for Directors and all employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Business Conduct and Ethics. The Whistle Blower Policy is appended as Annexure-4 to the Board''s Report. - In accordance with the listing requirements, the Company has formulated policies on Related Party Transactions and Material Subsidiaries. The policies, including the Whistle Blower Policy, are available on our website.
2. Nomination and Remuneration Committee	a) Ms. Arati Saran b) Shri H.C.Asher c) Shri Harish Jagtiani d) Shri Kaiyoze Beji Billimoria e) Shri Santosh L. Chowgule	- The Committee oversees and administers executive compensation, operating under a written charter adopted by the Board of Directors. - The Committee has designed and continuously reviews the compensation programme for Managing Director and senior executives to align both short-term and long-term compensation with business objectives and to link compensation with the achievement of measurable performance goals. - The Committee structures compensation to ensure that it is competitive in the global markets in which the Company operates in order to attract and retain the best talent. In the future, the Committee plans to use a combination of stock options, restricted stock units and performance-based stocks to align senior employee compensation with shareholder value. - The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is appended as Annexure-3 to the Board''sReport.

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
3. Corporate Social Responsibility	a) Shri Harish Jagtiani b) Shri Umaji V. Chowgule c) Shri Kaiyoze Beji Billimoria d) Shri Santosh L. Chowgule	- The Board has laid out the Company''s policy on Corporate Social Responsibility (CSR) and the CSR activities of the Company are carried out as per the instructions of thecommittee. - During the year, the Company has allocated 2% of its average net profits for the three immediately preceding financial years on CSR activities to various beneficiaries. - Financial data pertaining to the Company''s CSR activities to various beneficiaries for 2016-17 is as appended under the prescribed format in Annexure- 7 to the Board''s Report. - The contents of the CSR policy are available on our website
4. Stakeholders Relationship Committee	a) Ms. Arati Saran b) Shri H.C.Asher c) Shri Kaiyoze Beji Billimoria d) Shri Harish Jagtiani e) Shri Santosh L. Chowgule	- The Committee reviews and ensures redressal of investor grievances. - The Committee noted that all the grievances of the investors have been resolved during the year.
5. Committee of Directors (Share Transfer Committee)	a) Shri Ashok V. Chowgule b) Shri Umaji V Chowgule c) Shri Santosh L. Chowgule	- The Committee shall overview the process of share transfers, transmissions etc. during the period and shall note the same as to delay or approvals in time.
6. Independent Directors Committee	a) Shri Harish Jagtiani b) Shri H.C.Asher c) Ms.Arati Saran d) Shri Kaiyoze Beji Billimoria	- The Committee shall review the performance of the Non-Independent Directors of the Company. - The review is pursuant to provisions of Part VIII of Schedule IV

19. Risk Management Policy

The Company has formed a Risk Management Committee and implemented a risk management policy for the Company including identification therein of elements of risk, if any, and the same has been inserted in the website of the Company.

20. Corporate Governance

The Corporate Governance certificate received from M/s. Haribhakti & Company LLP, Chartered Accountants, Mumbai (FRN I03523W) regarding compliance of conditions of corporate governance as stipulated in Regulation 34(3) read with Schedule V (C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20I5 is annexed with the report.

21. Director’s Responsibility Statement

Your Company''s Directors make the following statement in terms of sub-section (5) of Section I34 of the Companies Act, 20I3, which is to the best of their knowledge and belief and according to the information and explanations received from them are noted by the Board.

I. The financial statements have been prepared in conformity with the applicable Accounting Standards and requirements of the Companies Act, 20I3, (”the Act”) to the extent applicable to the Company; on the historical cost convention; as a going concern and on the accrual basis. There are no material departures in the adoption of the applicable Accounting Standards.

II. The Board of 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 that period.

III. The Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

V. The financial statements have been audited by M/s. Haribhakti & Company LLP Chartered Accountants, Mumbai, the Company''s Auditors.

22. Particulars of Employees

The total number of employees of the company as on March 31, 2017 was 223 as against 236 as on March 31, 2016.

23. Particulars of loans, guarantees or investments under section 186

During the year the company has not sanctioned any loans, given securities and made any investments as prescribed under section 186 of the Companies Act, 2013.

24. Conservation of energy, research and development, technology absorption, foreign exchange and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

I. CONSERVATION OF ENERGY (FORM ‘A’)

This is not applicable to Explosives Industry.

II. ABSORPTION OF RESEARCH AND DEVELOPMENT (FORM ‘B’)

A. Specific areas in which R&D is carried out by the Company.

I. Cost reduction.

II. Product and Technology Development for Explosives.

III. Technical Services to monitor use of Explosives by Customers.

IV Development of value added Explosive products.

V. Development of improved and more efficient equipment.

VI. Refinements and Developments in Packaging.

VII. Product Development in relation to application of Explosives and Perlite.

B. Benefits derived as a result of the above R & D:

I. Introduction of products for difficult blasting conditions.

II. Setting up of production facilities with indigenous Plant Equipment for Bulk and Packaged Explosives.

III. Higher efficiency in use of Explosives to Customers.

IV Higher efficiency in manufacturing process.

V Reduction in cost of production.

VI. Entry into Export market.

VII. New applications of our Explosives.

VIII. Application of perlite concrete for cryogenic tanks.

IX. Development of Air Decking system for blasting in boreholes.

X. Export of Perlite Concrete Insulation Blocks.

XI. Overseas Contracts deploying Mobile Perlite Expanders.

C. Future Plan of Action:

I. Continue development work on Explosives.

II. Evaluate other systems for SMS.

III. Develop site applications using perlite.

IV. Explore new products for diversification.

D. Expenditure on R & D:

I. Capital - Nil.

II. Recurring - Rs.24.07 lacs.

III. Total - Rs.24.07 lacs.

IV Total R & D expenditure as a % total turnover - 0.II%

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation: Strict Monitoring of emulsion explosives and making necessary improvements to meet the field requirements.

2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution etc.

Emulsion products with fully indigenous equipment have been produced and supplied. These products have been well accepted by customers for use in difficult strata conditions.

Safety standards have been maintained, both during manufacture and usage, based on periodic feedback.

3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year) following information may be furnished.

(a) Technology imported : I

(b) Year of import:

(c) Has the technology been fully absorbed? Not Applicable

(d) If not fully absorbed, areas where this has not taken

place, reasons there for and future plan of action

III. FOREIGN EXCHANGE EARNING AND OUTGO

a. Activities relating to exports, etc	The Company has exported goods worth Rs.1592 lacs (C & F) during the year
b. Total Foreign exchange used and earned	The Company has used Foreign Exchange amounting to Rs.63.78 lacs and earned Rs.1592 lacs during the year.

25. Corporate Social Responsibility (CSR)

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 20I4, the Company was required to spend a sum of Rs.13.56 lacs towards Corporate Social Responsibility Policy and accordingly the Company has spent the same.

26. Acknowledgments

Y^ur Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. Y^ur Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Government agencies, the Tax Authorities including the Customs and Excise Departments, Department of Industrial Policy and promotion, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavours. The Directors acknowledge the support and co-operation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.

For and on behalf of the Board of Directors

Place : Mumbai

Date : I8^th May, 2017 Ashok V Chowgule

Chairman

---

Mar 31, 2016

To the Members,

The Directors have pleasure in presenting their Thirty Ninth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016. This report is being presented along with the audited financial statements for the year

1. Financial Performance:

(Rs. in lacs, except per share data)

		2015-16		2014-15
Operating Profit		1185.09		1122.13
Less:
1) Interest	190.52		214.48
2) Depreciation	386.40	576.92	379.04	593.52
Profit for the year before taxation		608.17		528.61
Less : Provision for taxation - Current Tax	227.83		183.79
- Deferred Tax	(7.64)	220.19	(43.51)	140.28
Adjustment on account of transitional provision	-	-		46.40
Profit after tax		387.98		341.93
Profit for the year available for appropriation		387.98		341.93
Appropriations:
Dividend		25.00		25.00
Tax on Dividend		5.09		5.09
Transfer to General Reserve		300.00		325.00
Balance of Profit / (Loss) brought forward		531.51		641.28
Balance of Profit / (Loss) c/o to Balance Sheet		589.40		531.51

2. Company Affairs:

(MANAGEMENT DISCUSSION AND ANALYSIS REPORT / OPERATIONS REPORTS OF COMPANY’S PERFORMANCE)

A. Explosives Division

The sale of Explosives for the year under review was 38,770 MT valued at Rs.15,473 lakhs as against 43,484 MT valued at Rs.17,250 lakhs of the previous year. The Sales turnover in Explosives decreased by 11% in Quantity Terms and 10% in value. This decrease was mainly due to non-acceptance of orders in Coal Sector due to stiff competition and aggressive pricing. During the year, the turnover in regard to traded goods and export of finished goods in Explosives sector was Rs. 991 lakhs as against Rs.1,471 lakhs for the corresponding period of the previous year. the decrease in sales was due to sluggish demand in explosives market.

The sale of Detonating Fuse and related products during the year under review was valued at Rs.1129 lacs as against Rs.760 lacs during the corresponding period of the previous year. The increase was mainly due to higher sales of PETN products.

B. Perlite Division

The sale of Perlite and Perlite based products for the year under review were 6,789 MT valued at Rs.1,286 lakhs as against 9,253 MT valued at Rs.1,510 lakhs for the corresponding period of the previous year, resulted in reduction of 27% in quantity and 15% in value. The decrease in sales was due lesser Site Expansion Projects and adverse market competition.

The turnover of services contracts and special products during the year under review was Rs.940 lakhs as against Rs. 187 lakhs for the corresponding period of the previous year. The export of Perlite products during the year was valued at Rs.535 lacs as against Rs.90 lacs for the corresponding period of the previous year.

The operations for the year 2015-16 have resulted in a net profit of Rs.388 lakhs after charging depreciation, interest and tax as against Rs.342 lakhs for the corresponding period of the previous year.

3. Dividend

The Directors have recommended a Dividend of Rs. 2.50 per share of Rs.10/- each (25%) on the paid-up Equity Capital of the Company.

4. Business Focus and Highlights

(A) EXPLOSIVES DIVISION

The Explosives Sector witnessed growth during the year under review. The Coal sectors had already finalized orders at aggressive prices which the Company did not accept. However, the Company''s products are well accepted in other segments of business.

In regard to D Fuse and related products, the demand was consistent and the licensed capacity utilization was achieved.

(B) PERLITE DIVISION

The domestic market sale of Expanded Perlite products was satisfactory during the year under review. A new product line is being added in Perlite products with Japanese technology and commercial production is expected during the year 2016-17.

(C) INDUSTRIAL RELATIONS

The industrial relations during the year under review were cordial and there were no industrial disputes.

(D) OUTLOOK FOR 2016-17,

During the current financial year 2016-17, on account of stiff competition coupled, the Explosives Division is expected to be under pressure. The Explosives Accessories Divisions are showing encouraging performance. The Company will consolidate its growth in the new segment of business of Emulsion Explosives. Steps are taken for addition of balancing equipment in explosives and additional plants for increase in capacity which is expected to materialize in 2016-17. The Company expects growth in perlite products.

Your Company will continue to make all efforts for optimizing the overall performance.

(E) CAUTIONARY STATEMENT

The statements, expressions, information given in this Management Discussions and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be deemed to be as “forward looking statements”. Actual results might substantially or materially from those expressed or implied. Important developments that could affect the Company''s operations included demand supply conditions, changes in Government, global economic scenario and such other developments different from Company''s comprehension.

5. RESERVES

A sum of Rs.589.40 lacs, which is surplus in the statement of Profit and Loss, the Board proposes to carry forward to reserves.

6. DEPOSITS

The Company has not received any deposits during the financial year 2015-16.

7. QUALITY

The Products of the Company are of high quality and have obtained required certifications and this shall be driving force for better sales.

8. INFRASTRUCTURE

The Company is in the process of expansion at Viswasnagar, Garamsur and other Units.

9. RELATED PARTY TRANSACTIONS

The Company has entered in to related party transactions which are in arms-length basis as mentioned in Annexure I to this report.

10. Board Committees

The Company has following Committees of the Board:

a) Audit Committee;

b) Stakeholders Relationship Committee;

c) Committee of Directors (Share Transfer Committee);

d) Independent Directors Committee;

e) Corporate Social Responsibility Committee; and

f) Nomination and Remuneration Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

11. Particulars of Loans, Guarantees or Investments

The Company has not given any loans, guarantees and has not made any investments in other entities.

12. Directors

a. Re-appointment

Shri Ashok V. Chowgule, [DIN 00018970] retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Pursuant to the Section 149 of the Companies Act, 2013, the office of independent directors are not liable to retire by rotation and they shall hold office for a term up to five consecutive years from the date they were appointed as Independent Directors by the Members in the General Meeting.

b. Board Evaluation

The Board has reviewed and evaluated the performance of all individual directors and the independent directors have reviewed and evaluated the performances of Chairman, Managing Director and non-independent Directors during the year at their meeting held on 22^nd January, 2016. They found that none of the board members have contravened any of the statutory provisions of Companies Act, 2013 and its relevant rules, regulations, guidelines etc. applicable to them in exercise of their duties and responsibilities.

c. Declaration by Independent Directors

A declaration from Independent Director as required in sub-section (6) and (7) of Section 149 of the Companies Act, 2013 is obtained. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years

d. Policy on Director’s appointment and remuneration

As per Section 178 of the Companies Act, 2013, the Company was required to constitute a Nomination and Remuneration Committee for the purpose of identifying qualified persons for appointment of Directors and Senior/ Key Managerial Personnel in future and to fix their remuneration and other allowances. Currently the Company has an agreement with the Managing Director of the Company for a period of 5 years with effect 29^th April, 2014.

e. Number of meetings of the board

During the year four meetings of Board of Directors were held i.e. on 21^st May, 2015, 24^th July, 2015, 30th October, 2015 and on 22^nd January, 2016. These meetings were held as per the provision of section 173 of the Companies Act, 2013.

f. Vigil mechanism/whistle blower policy

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same have been explained in the Corporate Governance Report and the same was inserted in the website of the Company.

13. Auditors’

A. Statutory Auditors’ and Auditors’ Report

M/s. Haribhakti and Co. LLP Statutory Auditors'' (FRN I03523W) of the Company, have been holding office as Auditors'' for a term of more than 30 years The said auditors'' were appointed at the 37^th Annual General Meeting of the Company held on 25th July, 2014 for a period of three consecutive years till the conclusion of the 40^th Annual General Meeting.

B. Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors'') Rules, 2014 Shri Vikas Vinayak Deodhar, Practicing Cost Accountant, Membership No.38I3, the Cost Auditor, appointed by the Company to conduct audit of the cost records of the Company for the financial year 2015-16.

C. Secretarial Auditors’

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Swaroop, Ravishankar and Associates, Practicing Company Secretaries, have been appointed for conducting the Secretarial Audit for the year ended 31^st March 2016, and their report is annexed as Annexure 4.

14. Key Managerial Personnel

A. Managing Director

Pursuant to section 203 of the Companies Act, 2013 the Company has entered into an agreement with the Managing Director of the Company for a period of 5 years with effect 29th April, 2014.

B. Chief Financial Officer and Company Secretary

Pursuant to section 203 of the Companies Act, 2013 the Company has appointed Chief Financial Officer and Company Secretary with effect 1st March, 2016.

15. Extract of Annual Return

The extract of annual return in Form No. MGT - 9 is annexed as Annexure 6 to this report.

16. Significant and material orders

The Company has sufficient orders on hand for Explosives and Perlite products for sustaining current level of operations

17. Internal Financial Control

The Company has effective systems and procedures of internal financial control for ensuring orderly and efficient conduct of its business, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. These systems are periodically reviewed by the Audit Committee of the Board of Directors The Audit Committee and the Board have ensured that the said system is adequate considering the nature of business and size of transactions.

18. Committees of the Board

A detailed note on the Board and its Committees is provided under the Corporate Governance Report in this Annual Report. The composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
1. Audit Committee	a) Shri Harish Jagtiani b) Ms.Arati Saran c) Shri Kaiyoze Beji Billimoria d) Shri Santosh L. Chowgule	- All the recommendations made by the Audit Committee during the year were accepted by the Board. - The Company has adopted the Whistleblower mechanism for Directors and all employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Business Conduct and Ethics. The Whistleblower Policy is appended as Annexure-4 to the Board''s Report. - In accordance with the listing requirements, the Company has formulated policies on Related Party Transactions and Material Subsidiaries. The policies, including the Whistleblower Policy, are available on our website.
2. Nomination and Remuneration Committee	a) Ms. Arati Saran b) Shri H.C.Asher c) Shri Harish Jagtiani d) Shri Kaiyoze Beji Billimoria e) Shri Santosh L. Chowgule	- The Committee oversees and administers executive compensation, operating under a written charter adopted by the Board of Directors - The Committee has designed and continuously reviews the compensation programme for MD and senior executives to align both short-term and long-term compensation with business objectives and to link compensation with the achievement of measurable performance goals. - The Committee structures compensation to ensure that it is competitive in the global markets in which the Company operates in order to attract and retain the best talent. In the future, the Committee plans to use a combination of stock options, restricted stock units and performance-based stocks to align senior employee compensation with shareholder value. - The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is appended as Annexure - 3 to the Board''s Report.

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
3. Corporate Social Responsibility	a) Shri Harish Jagtiani b) Shri Umaji V. Chowgule c) Shri Kaiyoze Beji Billimoria d) Shri Santosh L. Chowgule	- The Board has laid out the Company''s policy on Corporate Social Responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the committee. - During the year, the Company allocated 2% of its average net profits for the three immediately preceding financial years on CSR activities to various beneficiaries. - Financial data pertaining to the Company''s CSR activities to various beneficiaries for fiscal year 2015-16 is as appended under the prescribed format in Annexure - 7 to the Board''s Report. - The contents of the CSR policy are available on our website
4. Stakeholders Relationship Committee	a) Ms. Arati Saran b) Shri H.C. Asher c) Shri Kaiyoze Beji Billimoria d) Shri Harish Jagtiani e) Shri Santosh L. Chowgule	- The Committee reviews and ensures redressal of investor grievances. - The Committee noted that all the grievances of the investors have been resolved during the year.
5. Committee of Directors (Share Transfer Committee)	a) Shri Ashok V. Chowgule b) Shri Umaji V. Chowgule c) Shri Santosh L. Chowgule	- The Committee shall overview the process of share transfers, transmissions etc. during the period and shall note the same as to delay or approvals in time.
6. Independent Directors Committee	a) Shri Harish Jagtiani b) Shri H.C. Asher c) Ms. Arati Saran d) Shri Kaiyoze Beji Billimoria	- The Committee shall review the performance of the non-independent directors of the Company. - The review is pursuant to provisions of Part VIII of Schedule IV

19. Risk Management Policy

The Company has formed a Risk Management Committee and implemented a risk management policy for the Company including identification therein of elements of risk, if any, and the same has been inserted in the website of the Company.

20. Corporate Governance

The Corporate Governance certificate received from M/s. Haribhakti and Company LLP, Chartered Accountants, Mumbai (FRN 103523W) regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

21. Directors’ Responsibility Statement

Your Company''s Directors make the following statement in terms of sub-section (5) of Section 134 of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them -

I. The financial statements have been prepared in conformity with the applicable Accounting Standards and requirements of the Companies Act, 2013, (”the Act”) to the extent applicable to the Company; on the historical cost convention; as a going concern and on the accrual basis. There are no material departures in the adoption of the applicable Accounting Standards.

II. The Board of 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 that period.

III. The Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

V. The financial statements have been audited by M/s. Haribhakti and Company LLP Chartered Accountants, Mumbai, the Company''s Auditors''

22. Particulars of Employees

The total number of employees of the company as on March 31, 2016 was 236 as against 222 as on March 31, 2015

23. Particulars of loans , guarantees or investments under section 186

During the year the company has not sanctioned any loans, given securities and made any investments as prescribed under section 186 of the Companies Act, 2013.

24. Conservation of energy, research and development, technology absorption, foreign exchange and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

I. CONSERVATION OF ENERGY (FORM ‘A’)

This is not applicable to Explosives Industry.

II. ABSORPTION OF RESEARCH and DEVELOPMENT (FORM ‘B’)

A. Specific areas in which R & D is carried out by the Company.

I. Cost reduction.

II. Product and Technology Development for Explosives.

III. Technical Services to monitor use of Explosives by Customers IV Development of value added Explosive products.

V. Development of improved and more efficient equipment.

VI. Refinements and Developments in Packaging.

VII. Product Development in relation to application of Explosives and Perlite.

B. Benefits derived as a result of the above R & D:

I. Introduction of products for difficult blasting conditions.

II. Setting up of production facilities with indigenous Plant Equipment for Bulk and Packaged Explosives.

III. Higher efficiency in use of Explosives to Customers.

IV Higher efficiency in manufacturing process.

V. Reduction in cost of production.

VI. Entry into Export market.

VII. New applications of our Explosives.

VIII. Application of perlite concrete for cryogenic tanks.

IX. Development of Air Decking system for blasting in boreholes.

X. Export of Perlite Concrete Insulation Blocks.

XI. Overseas Contracts deploying Mobile Perlite Expanders

C. Future Plan of Action:

I. Continue development work on Explosives.

II. Evaluate other systems for SMS.

III. Develop site applications using perlite.

IV. Explore new products for diversification.

D. Expenditure on R & D:

I. Capital - Nil.

II. Recurring - Rs. 26.03 lacs.

III. Total - Rs. 26.03 lacs.

IV Total R & D expenditure as a % total turnover - 0.13%

TECHNOLOGY ABSORPTION, ADAPTATION and INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation: Strict Monitoring of emulsion explosives and making necessary improvements to meet the field requirements.

2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution etc.

Emulsion products with fully indigenous equipment have been produced and supplied. These products have been well accepted by customers for use in difficult strata conditions.

Safety standards have been maintained, both during manufacture and usage, based on periodic feedback.

3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year) following information may be furnished.

(a) Technology imported :

(b) Year of import:

(c) Has the technology been fully absorbed. Not Applicable

(d) If not fully absorbed, areas where this has not I taken place, reasons there for and future plan of action

III. FOREIGN EXCHANGE EARNING and OUTGO

a. Activities relating to exports, etc	The Company has exported goods worth Rs. 1562.82 lacs (C and F) during the year
b. Total Foreign exchange used and earned	The Company has used Foreign Exchange amounting to Rs. 167.37 lacs and earned Rs. 1562.82 lacs during the year.

25. Corporate Social Responsibility (CSR)

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company was required to spend a sum of 13.89 lacs towards Corporate Responsibility Policy and accordingly the Company has spent the same.

26. Acknowledgments

Your Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Government agencies, the Tax Authorities including the Customs and Excise Departments, Department of Industrial Policy and promotion, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavours The Directors acknowledge the support and cooperation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.

For and on behalf of the Board of Directors

Place : Mumbai Ashok V Chowgule

Date : 20^th May, 2016 Chairman

---

Mar 31, 2015

To the Members,

The Board of Directors ("Board") of Keltech Energies Limited ("Company") with immense pleasure in presenting their Thirty Eighth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015. This report is being presented along with the audited financial statements for the year.

1. Financial Performance: (Rs. in lacs, except per share data) 2014-15 2013-14

Operating Profit 122.13 1208.82

Less:

1) Interest 214.48 144.89

2) Depreciation 379.04 172.43

Profit for the year before taxation 528.61 891.50

Less : Provision for taxation

- Current Tax 183.79 186.12

- Deferred Tax (43.51) 10,54 296.66

Adjustment on account of transitional provision 46.40 -

Profit after tax 341.93 594.84

Profit for the year available for appropriation

Appropriations:

Dividend 25.00 25.00

Tax on Dividend 5.09 4.25

Transfer to General Reserve 325.00 500.00

Balance of Profit / (Loss) brought forward 641.28 575.69

Balance of Profit / (Loss) c/o to Balance Sheet 531.51 641.28

(E) OUTLOOK FOR 2015-16

During the current financial year 2015-16, on account of stiff competition coupled, the Explosives Division is expected to be under pressure. The Explosives Accessories Divisions are showing encouraging performance.

The Company will consolidate its growth in the new segment of business of Emulsion Explosives. The Company has secured orders for Perlite based Insulation products during the current year 2015-16. The Company has also taken effective steps for implementation of diversification of manufactured perlite performance. ,

4. DIVIDEND:

The Directors have recommended a Dividend of Rs. 2.50- per share of Rs. 101- each (25%) on the paid-up Equity Capital of the Company.

5. RESERVES:

A sum ofRs. 53 1.51 lacs, which is surplus in the statement of Profit and Loss, the Board proposes to carry forward to reserves.

6. DEPOSITS

The Company has not received any deposits during the financial year 2014-15.

7. AUDITORS

A. Statutory Auditors and Auditors' Report

M/s. Haribhakti & Co. LLR Statutory Auditors of the Company, have been holding office as Auditors for a term of more than 30 years. The said auditors appointed at the previous Annual General Meeting of the Company held on 25th July, 2014 for a period of three years.

B. Cost Auditiors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 Shri Vikas Vinayak Deodhar, Practising Cost Accountant, Membership No.3813, the Cost Auditor, appointed by the Company to conduct audit of the cost records of the Company for the financial year 2015-16.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri. Swaroop S, Practising Company Secretary, has been appointed for conducting the Secretarial Audit for the year ended 31st March 2015, and his report is annexed as Annexure I.

8. PARTICULARS OF EMPLOYEES

The total number of employees of the company as on March 31,2015 was 222 as against 217 as on March 31,2014.

9. INTERNAL CONTROL

The Company has effective systems and procedures of internal financial control for ensuring orderly and efficient conduct of its business, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting recrods and timely preparation of reliable financial information. These systems are periodically reviewed by the Audit Committee of the Board of Directors. The Audit Committee and the Board have ensured that the said system is adequate considering the nature of business and size of transactions.

10. CHANGES IN EQUITY SHARE CAPITAL

The Company has not issued any class of shares or debentures during the financial year 2014-15.

11. EXTRACT OF THE ANNUAL RETURN:

The Annual Return in Form No. MGT - 7 is annexed as Annexure 2 to this report.

12. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS

a. Re-appointment

Shri Umaji V Chowgule, [DIN 00018970] retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Pursuant to the provisions of Section 149 of the Companies Act, 2013, the office of independent directors are not liable to retire by rotation and they shall hold office for a term upto five consecutive years on the Board of the Company from 25th July, 2014, as they were appointed at the Annual General Meeting of the Company was held on 25th July, 2014. In view of the above provisions of the Companies Act, 2013, the term of appointment of independent directors will expire by 2018-19th Annual General Meeting of the Company.

b. Appointment

i. During the year Shri Kaiyoze Beji Billimoria (DIN 00021204) has been appointed as an Additional Independent Director with effect from 23.1.2015 under section 149 of the Companies Act, 2013 and its relevant rules and regulations.

ii. Ms.Shalu Tibra has been appointed as Company Secretary of the Company with effect from Ist March, 2015.

iii. During the year Mr.RPrabhudev has been appointed as Chief Financial Officer of the Company with effect from Ist March, 2015.

Note: Declaration by an Independent Director

A declaration from Shri Kaiyoze Beji Billimoria (DIN 00021204), an Independent Additional Director that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is obtained.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company at the ensuing Annual General Meeting proposed to be held on 24th July, 2015.

c. Board Evaluation

The Board has reviewed and evaluated the performances of all individual directors and the independent directors have reviewed and evaluated the performances of Chairman, Managing Director and non-independent Directors during the year at their meeting held on 23rd January, 2015. They found that none of the board members have not been contravened any of the statutory provisions of Companies Act, 2013 and its relevant rules, regulations, guidelines etc. applicable to them in exercise of their duties and responsibilities.

d. Board Committee

The Company has the following Committees of the Board:

a. Audit Committee;

b. Stakeholders Relationship Committee;

c. Committee of Directors (Share Transfer Committee);

d. Independent Directors Committee;

e. Corporate Social Responsibility Committee;

f. Risk Management Committee; and

g. Nomination and Remuneration Committee.

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

e. Audit Committee

The Audit Committee was constituted in accordance with the requirements of the Listing Agreement. The Audit Committee reports to the Board and is primarily responsible for such activities as stated in the Report of Corporate Governance. -

The Audit Committee consists of Shri Harish Jagtiani, Independent Non-Executive Director of the Company acted as Chairman, Ms. Arati Saran, Independent Non-Executive Director and Shri Santosh L.Chowgule, Promoter Executive Director of the Company acted as Members of the Audit Committee. During the year all the recommendations submitted by the Audit Committee were approved by the Board.

f. Vigil Mechanism/ Whistle Blower Policy

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same have been explained in the Corporate Governance Report and the same was inserted in the website of the Company.

g. Number of meetings of the Board of Directors

During the year four meetings of Board of Directors were held i.e. on 23rd May, 2014, 25th July, 2014, 17th October, 2014 and on 23rd January, 2015. These meetings were held as per the provision of section 173 of the Companies Act, 2013.

h. Nomination and Remuneration Committee

The Company has constituted a Nomination and remuneration committee during the year.

i. Risk management policy

The Company has formed and implemented a risk management policy for the Company including identification therein of elements of risk, if any, and the same has been inserted in the website of the Company.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year the company has not sanctioned any loans, given securities and made any investments as prescribed under section 186 of the Companies Act, 2013.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The contracts entered into by the Company with related parties referred to in sub-section (I) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso is disclosed in AOC -2 as mentioned in Annexure 3.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

I. CONSERVATION OF ENERGY (FORM 'A')

This is not applicable to Explosives Industry.

II. ABSORPTION OF RESEARCH AND DEVELOPMENT (FORM 'B')

A) Specific areas in which R&D is carried out by the Company.

(I) Cost reduction.

(II) Product and Technology Development for Explosives.

(III) Technical Services to monitor use of Explosives by Customers.

(IV) Development of value added Explosive products.

(V) Development of improved and more efficient equipment.

(VI) Refinements and Developments in Packaging.

(VII) Product Development in relation to application of Explosives and Perlite.

B) Benefits derived as a result of the above R&D:

(I) Introduction of products for difficult blasting conditions.

(II) Setting up of production facilities with indigenous Plant Equipment for Bulk and Packaged Explosives.

(III) Higher efficiency in use of Explosives to Customers.

(IV) Higher efficiency in manufacturing process.

(V) Reduction in cost of production.

(VI) Entry into Export market.

(VII) New applications of our Explosives.

(VIII) Application of perlite concrete for cryogenic tanks.

(IX) Development of Air Decking system for blasting in boreholes.

(X) Export of Perlite Concrete Insulation Blocks.

(XI) Overseas Contracts deploying Mobile Perlite Expanders.

C) Future Plan of Action:

(I) Continue development work on Explosives.

(II) Evaluate other systems for SMS.

(III) Develop site applications using perlite.

(IV) Explore new products for diversification.

D) Expenditure on R & D:

(I) Capital - Nil.

(II) Recurring - Rs. 26.86 lacs.

(III) Total - Rs. 26.86 lacs.

(IV) Total R & D expenditure as a % total turnover - 0.13 %

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation: Strict Monitoring of emulsion explosives and making necessary improvements to meet the field requirements.

2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution etc.

Emulsion products with fully indigenous equipments have been produced and supplied. These products have been well accepted by customers for use in difficult strata conditions.

Safety standards have been maintained, both during manufacture and usage, based on periodic feed back.

3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year) following information may be furnished.

(i) Technology imported : %

(ii) Year of import: I

(iii) Has the technology been fully absorbedRs. f Not Applicable

(iv) If not fully absorbed, areas where this has not I taken place, reasons there for and future plan of action w

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company was required to spend a sum of Rs. 15.42 lacs towards Corporate Responsibility Policy and accordingly the Company has spent the same.

17. CORPORATE GOVERNANCE CERTIFICATE

The Corporate Governance certificate received from M/s.Haribhakti & Company LLR Chartered Accountants, Mumbai regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Your Company's Directors make the following statement in terms of sub-section (5) of Section 134 of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them -

I. The financial statements have been prepared in conformity with the applicable Accounting Standards and requirements of the Companies Act, 2013, (''the Act") to the extent applicable to the Company; on the historical cost convention; as a going concern and on the accrual basis. There are no material departures in the adoption of the applicable Accounting Standards.

II. The Board of 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 that period.

III. The Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

VI. The financial statements have been audited by M/s. Haribhakti & Company LLR Chartered Accountants, Mumbai, the Company's Auditors.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

As part of its Corporate Social Responsibility (CSR) initiatives, the Company has complied in accordance with Schedule VII of the Companies Act, 2013.

20. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

No other material changes and commitments affecting the financial position of the Company has occurred between April 1,2015 and the date of signing of this Report.

21. LISTING FEES

The Company confirms that it has paid the annual listing fees for the year 2015-16 to BSE Limited, Mumbai.

22. ACKNOWLEDGEMENTS

Your Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Government agencies, the Tax Authorities including the Customs and Excise Departments, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavors.

The Directors acknowledge the support and co-operation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.

For and on behalf of the Board of Directors

Place : Mumbai Ashok V Chowgule Date : 21st May, 2015 Chairman

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Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the Thirtysixth Annual Report and the Audited Accounts for the year ended 31 "March, 2013.

1. FINANCIAL RESULTS :

(Rs. in lacs)

2012-13 2011-12

Operating Profit 929.36 994.05

Less: 1) Interest 128.86 121.63

2) Depreciation 137.14 114.18

Profit for the year before taxation 663.36 758.24

Less : Provision for taxation - Current Tax 197.50 219.88

- Deferred Tax 35.18 232.68 34.00 253.88

Profit after tax 430.68 504.36

Profit for the year available for appropriation

Appropriations:

Dividend 25.00 25.00

Tax on Dividend 4.25 4.05

Transfer to General Reserve 300.00 475.00

Balance of Profit / (Loss) brought forward 474.26 473.95

Balance of Profit / (Loss) c/o to Balance Sheet 575.69 474.26

The Directors have recommended a Dividend of Rs. 2.50 per share of Rs. 10/- each (25%) on the paid-up Equity Capital of the Company.

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT/ OPERATIONS REPORTS OF COMPANY''S PERFORMANCE:

OPERATIONS

(A) EXPLOSIVES DIVISION

The sale of Bulk and Cartridged Explosives for the year under review was 35,183 MT valued at Rs. 12,109 lakhs as against 35,406 MT valued at Rs. 10,744 lakhs of the previous year. The Sales turnover increased by 12.70% in value terms and decreased by 0.6% in quantity terms. During the year, the turnover in regard to traded goods, service contracts and export of finished goods in Explosives sector was Rs. 2,552 lakhs as against Rs. 5,494 lakhs during the previous year since the projects on hand were completed.

In regard to Detonating Fuse and related products there was handsome increase in capacity utilization in this sector. The sale for the year under review was valued at Rs. 678 lakhs as against Rs. 359 lakhs of the previous year. 120% of licensed capacity utilization was achieved both in regard to D fuse and PETN.

(B) PERLITE DIVISION

The sale of Perlite and Perlite based products for the year under review were 5,980 MT valued at Rs. 935 lakhs as against 8,464 MT valued at Rs. 1, 199 lakhs of the previous year, registering a reduction of 29.34% in quantity and 22.02% in value due to adverse market condition. The turnover of services contracts during the year under review was Rs. 887 lakhs as against Rs. 1,091 lakhs for the corresponding period of the previous year.

(C) The operations for the year 2012-13 have resulted in a net profit of Rs. 431 lakhs after charging depreciation, interest and tax as against Rs. 504 lakhs for the corresponding period of the previous year.

3. INDUSTRY REVIEW, THREATS, RISKS AND CONCERNS:

(A) EXPLOSIVES DIVISION

The purchase policies of PSU continue to be price driven instead of service and quality driven. In this segment of business growth is difficult. As to non-governmental segment of business, an increment can be expected.

Due to sensitive nature of the Industry, several regulatory measures have been introduced by the Government, viz. Ammonium Nitrate Rules 2012,security related regulations in relation to Explosives and Ammonium Nitrate. These measures may impact overall quantity off-take due to problems of logistics.

In regard to Detonating Fuse and related products, there is good demand for the products and the licensed capacity is already achieved. For securing any growth in this segment of business, we will need to increase licence capacity.

(B) PERLITE DIVISION

A substantial increase in investments in LNG terminals in India and world-over is expected. New opportunities are seen in this segment of business. Increased competition in this segment of business is expected, but the Company is well placed to handle competition in this regard.

(C) INDUSTRIAL RELATIONS

The industrial relations during the year under review were cordial and there were no industrial disputes. A wage revision is due during the current year and Company expects amicable settlement and continued cordial relations.

(D) OUTLOOK FOR 2013-14

During the current financial year 2013-14, the Explosives Division continues to be under pressure of price. The Perlite and Explosives Accessories Division is showing encouraging performance. The Company is setting up Emulsion Explosives manufacturing plant at its facilities at Garamsur in Maharashtra which is expected to go on stream during the financial year 2013-14, adding to the existing product line. Your Company is putting in all efforts for optimizing the overall performance.

(E) CAUTIONARY STATEMENT

The statements, expressions, information given in this Management Discussions and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be deemed to be as "forward looking statements". Actual results might substantially or materially from those expressed or implied. Important developments that could affect the Company''s operations included demand supply conditions, changes in Government, global economic scenario and such other developments different from Company''s comprehension.

4. DIRECTORS

S / Shri H.C. Asher and Umaji V Chowgule retire by rotation and being eligible, offer themselves for re-appointment.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and on the basis of information and explanations made available to them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

That the Directors have selected such accounting policies and applied them consistently and made judgements 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 2012-13 and of the profit of the Company for that period;

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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the Directors have prepared the annual accounts on a going concern basis.

6. AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re- appointment.

7. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Necessary information pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed.

8. PARTICULARS OF EMPLOYEES

Information on Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 is annexed to this Report.

9. COMPLIANCE CERTIFICATE

As required under the proviso to Sub Clause (I) to Section 383A of the Companies Act, 1956, Compliance Certificate for the year ended 31st March, 2013 obtained from a Practising Company Secretary is attached.

10. ACKNOWLEDGEMENTS

Your Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. The Directors acknowledge the support and co-operation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.

For and on Behalf of the Board

Place :Mumbai ASHOK V. CHOWGULE

Dated : 17th May, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the Thirty fifth Annual Report and the Audited Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS : (Rs in lacs)

2011-12 2010-11

Operating Profit 994.05 375.1

Less:

1) Interest 121.63 51.48

2) Depreciation 114.18 97.51

Profit for the year before taxation 758.24 226.12

Less : Provision for taxation

- Current Tax 219.88 58.38

- Deferred Tax 34.00 253.88 11.54 69.92

Profit after tax 504.36 156.20

Appropriations:

Dividend 25.00 25.00

Tax on Dividend 4.05 4.05

Transfer to General Reserve 475.00 100.00

Balance of Profit / (Loss) brought forward 473.95 446.80

Balance of Profit / (Loss) c/o to Balance Sheet 474.26 473.95

The Directors have recommended a Dividend of Rs 2.50 per share of Rs 10/- each (25%) on the paid-up Equity Capital of the Company.

2. OPERATIONS

(A) EXPLOSIVES DIVISION

The sale of Explosives for the year under review was 35,406 MT valued at Rs 10,744 lacs as against 33,143 MT valued at Rs 8,648 lacs of the previous year. Due to un-remunerative selling price given by Coal India Limited, the exposure in this sector was limited. Overall, the Sales turnover on Explosives increased by 6.8% in quantity terms and 24.2% in value, mainly owing to steep increase in input costs and consequent selling price. During the year the turnover in regard to traded goods, service contracts and export of finished goods in Explosives sector increased significantly to Rs 5,494 lacs as against Rs 1,732 lacs during the previous year.

(B) PERLITE DIVISION

The sale of Perlite and Perlite based products for the year under review were 8,464 MT valued at Rs 1, 199 lacs as against 9,114 MT valued at Rs 1,286 lacs of the previous year, registering a reduction of 7.2% in quantity and 6.8% in value due to adverse market condition. The turnover of service contracts during the year under review showed encouraging growth at Rs 1,091 lacs as against Rs 298 lacs for the previous year.

(C) DETONATING FUSE:

During the maiden year of operation, the sale of Detonating Fuse and other related products were valued at Rs 359 lacs.

(D) The operations for the year 201 1-12 have resulted in a net profit of Rs 504 lacs after charging depreciation, interest and tax as against Rs 156 lacs for the previous year. This is primarily due to higher project executions.

During the year 2012-13, the operations of the Explosives Division is likely to continue to be under pressure due to PSU procurement policies and over-capacities in the sector. The operations of Perlite Division and Explosives Accessories are showing encouraging trends. Your Company is putting all efforts for optimizing its overall operations.

3. DIRECTORS

S / Shri Ashok V. Chowgule and Harish Jagtiani retire by rotation and being eligible, offer themselves for re-appointment

4. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and on the basis of information and explanations made available to them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

That the Directors have selected such accounting policies and applied them consistently and made judgements 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 201 1-12 and of the profit of the Company for that period;

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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the Directors have prepared the annual accounts on a going concern basis.

5. AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re- appointment.

6. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Necessary information pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed.

7. PARTICULARS OF EMPLOYEES

Information on Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 is annexed to this Report.

8. COMPLIANCE CERTIFICATE

As required under the proviso to Sub Clause (I) to Section 383A of the Companies Act, 1956, Compliance Certificate for the year ended 31 st March, 2012 obtained from a Practising Company Secretary is attached.

9. ACKNOWLEDGEMENTS.

Your Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. The Directors acknowledge the support and co-operation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.

For and on Behalf of the Board

Place : Mumbai ASHOK V. CHOWGULE

Dated : 21st May, 2012 Chairman

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Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the Thirtyfourth Annual Report and the Audited Accounts for the year ended 3Ist March, 2011.

1. FINANCIAL RESULTS : (Rs. in lacs)

2010-11 2009-10

Operating Profit 375.11 1042.65

Less:

1) Interest 51.48 51.12

2) Depreciation 97.51 86.36

Profit for the year before taxation 226.12 905.17

Less : Provision for taxation - Current Tax 59.50 312.00

- Deferred Tax 11.54 71.04 3.15 315.15

Profit after tax 155.08 590.02

Adjustments for earlier years (1.12) -

Profit for the year available for appropriation 156.20 590.02

Appropriations:

Dividend 25.00 25.00

Tax on Dividend 4.05 4.15

Transfer to General Reserve 100.00 500.00

Balance of Profit/(Loss) brought forward 446.80 385.93

Balance of Profit / (Loss) c/o to Balance Sheet 473.95 446.80

The Directors have recommended a Dividend of Rs.2.50 per share on the paid-up Equity Capital of the Company.

2. OPERATIONS

(A) EXPLOSIVES DIVISION

The sale of Explosives for the year under review was 33,143 MT valued at Rs. 8,648 lakhs as against 43,148 MT valued at Rs. 11,123 lakhs of the previous year. Due to un-remunerative selling price given by Coal India Limited, the Company was compelled to limit the exposure in this sector. As a result the Explosives Sales turnover was less by 23.2% in quantity terms and 22.3% in Value. During the year the turnover in regard to traded goods and service contracts in Explosvies sector increased significantly to Rs. 1,732 lakhs as against Rs. 249 lakhs during the previous year.

(B) PERLITE DIVISION

The sale of Perlite and Perlite based products for the year under review were 9,1 14 MT valued at Rs. 1,286 lakhs as against 4,262 MT valued at Rs. 613 lakhs of the previous year registering a growth of 113.8% in tonnage and 109.9% in value. The turnover of service contracts during the year under review also showed encouraging growth at Rs. 298 lakhs as against Rs. 70 lakhs for the previous year.

(C) The operations for the year 2010-11 have resulted in a net profit of Rs. 156 lakhs after charging depreciation, interest and tax as against Rs. 590 lakhs for the previous year.

During the current year 2011 -12, there are indications of steep increase in input costs; the selling price to Coal India Limited, continues to be un-remunerative. Your Company is putting efforts in catering to other sectors of business so that the affect of sales to Coal India Limited is minimized.

The Company has recently commissioned its plant for manufacture of Explosive Accessories, Viz. Detonating Cord and Cast Booster, at its Garamsur Unit near Nagpur. The Company also took up new contracts in excavation works.

Your Company obtained certification under Environmental Management System (ISO 14001) and Occupational Safety and Health Administration Standards(OSHAS 18001) there by ratifying the Company's commitment in this aspect of operations.

3. DIRECTORS

S / Shri Umaji V Chowgule and Vijay V Chowgule retire by rotation and being eligible, offer themselves for re-appointment.

4. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and on the basis of information and explanations made available to them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

That the Directors have selected such accounting policies and applied them consistently and made judgements 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 2010-11 and of the profit of the Company for that period;

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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the Directors have prepared the annual accounts on a going concern basis.

5. AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

6. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Necessary information pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed.

7. PARTICULARS OF EMPLOYEES

Information on Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 is annexed to this Report.

8. COMPLIANCE CERTIFICATE

As required under the proviso to Sub Clause (I) to Section 383A of the Companies Act, 1956, Compliance Certificate for the year ended 31st March, 2011 obtained from a Practising Company Secretary is attached.

9. CASH FLOW

Members are requested to refer to the Annexure-A to this Report wherein Cash Flow Statement for the year ended 31st March, 2011 is furnished in terms of the provisions of the Listing Agreement with the Stock Exchanges.

10. ACKNOWLEDGEMENTS

Your Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. The Directors acknowledge the support and co-operation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.

For and on Behalf of the Board



Place :Mumbai ASHOK V. CHOWGULE Dated : 20th May, 2011 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the Thirtythird Annual Report and the Audited Accounts for the year ended 31" March, 2010.

1. FINANCIAL RESULTS : (Rs. in lacs)

2009-10 2008-09

Operating Profit 1042.65 932.56 Less:

1) Interest 51.12 77.36

2) Depreciation 86.36 76.02

Profit for the year before taxation 905.17 779.18

Less : Provision for taxation - Current Tax 312.00 269.21

- Fringe Benefit Tax - 19.40

- Deferred Tax 10.21 298.82

Profit after Tax 590.02 480.36

Adjustments for earlier years - (1.90)

Profit for the year available for appropriation 590.02 482.26 Appropriation :

Dividend 25.00 25.00

Tax on Dividend 4.15 4.25

Transfer to General Reserve 500.00 260.00

Balance of Profit / (Loss) brought forward 385.93 192.92

Balance of Profit / (Loss) c/o to Balance Sheet 446.80 385.93

The Directors have recommended a Dividend of Rs.2.50 per share on the paid-up Equity Capital of the Company.

2. OPERATIONS

(A) EXPLOSIVES DIVISION

The sale of Explosives for the year under reviewwas 43,147.99 MT valued at Rs. 11,123.06 lakhs as against 40,476.48 MT valued at Rs. 10,109.32 lakhs of the previous year registering a growth of 6.6% in tonnage and 10.03% in value.

During the year under review, the performance of the explosives division of the Company improved since increase in input costs was compensated by commensurate increase in selling price

(B) PERLITE DIVISION

The sale of Perlite and Perlite based products for the year under review were 4,262.04 MT valued at Rs.612.71 lakhs as against 3,685.63 MT valued at Rs.466.80 lakhs of the previous year registering a growth of 15.64% in tonnage and 31.26% in value.

(C) The operations for the year 2009-10 have resulted in a net profit of Rs.590.02 lacs after charging depreciation, interest and tax as against Rs. 482.26 lakhs of the previous year.

During the current year 2010-11, there are indications of rise in input costs; the selling price to Coal India Limited, who is the major consumer of Explosives, is also un-remunerative; thereby putting strain on the operations. Meanwhile, your Company is putting efforts in catering to other sectors of business so that the net effect of sales to Coal India Ltd. is minimized.

As a concerted step to enhance safety in operation as also concern for the Environment, your Company has taken steps for certification under Environmental Management System and Occupational Safety and Health Administration Standards.

3. DIRECTORS

S / Shri Harish Jagtiani and H.C.Asher retire by rotation and being eligible, offer themselves for re-appointment.

4. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and on the basis of information and explanations made available to them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

That the Directors have selected such accounting policies and applied them consistently and made judgements 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 2009-10 and of the profit of the Company for that period;

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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the Directors have prepared the annual accounts on a going concern basis.

5. AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re- appointment.

6. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Necessary information pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed.

7. PARTICULARS OF EMPLOYEES

Information on Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 is annexed to this Report.

8. COMPLIANCE CERTIFICATE

As required under the proviso to Sub Clause (I) to Section 383A of the Companies Act, 1956, Compliance Certificate for the year ended 31 st March, 2010 obtained from a Practising Company Secretary is attached.

9. CASH FLOW

Members are requested to refer to the Annexure-A to this Report wherein Cash Flow Statement for the year ended 31st March, 2010 is furnished in terms of the provisions of the Listing Agreement with the Stock Exchanges.

10. ACKNOWLEDGEMENTS.

Your Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. The Directors acknowledge the support and co-operation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.

For and on Behalf of the Board

Place : Mumbai ASHOK V. CHOWGULE

Dated : 25th May, 2010 Chairman