Directors Report of KG Petrochem Ltd.

Mar 31, 2025

The Board of Directors is delighted to present the 45^th Annual Report on the business and
operations of KG Petrochem Limited (“the Company”) along with the summary of audited financial
statements for the Financial Year ended March 31, 2025.

1. OVERVIEW OF FINANCIAL PERFORMANCE:

(Rs. In Lakhs exrent EPS)

Particulars	March 31, 2025	March 31, 2024
Income from Business Operations	37,538.82	33,080.32
Other Income	403.64	471.13
Total Income	37,942.46	33,551.45
Profit/(Loss) Before Depreciation, Interest & Tax	2,935.88	2,283.31
Less: Depreciation	1,350.53	1,202.26
Less:Interest	873.03	792.78
Profit/(Loss) Before Tax	712.32	288.27
Less: Tax Expenses	161.52	194.83
Net Profit/ (Loss) After Tax	550.81	93.44
Earnings per share (Basic)	10.55	1.79
Earnings per share (Diluted)	10.55	1.79

2. FINANCIAL HIGHLIGHTS ON COMPANY''S PERFORMANCE AND FUTURE OUTLOOK:

During the financial year ended March 31, 2025, KGPL delivered a strong performance,
demonstrating significant growth across key financial metrics compared to the previous year.

• Income from business operations increased by 13.47%, rising from ^33,080.32 lakhs in FY
2023-24 to ^37,538.82 lakhs in FY 2024-25. This reflects improved market demand,
operational efficiency, and strategic execution.

• Profit Before Tax more than doubled to ^712.32 lakhs, up from ^288.27 lakhs in the
previous year.

• Net Profit After Tax surged by nearly 490%, reaching ^550.81 lakhs compared to ^93.44
lakhs in the prior year.

• Basic and diluted EPS stood at ^10.55, a significant increase from ^1.79 in FY 2023-24,
underscoring strong value creation for shareholders.

Despite increases in depreciation and interest expenses, the Company has efficiently managed its
cost structure and leveraged its resources effectively to drive profitability.

Our primary export market, the United States, continues to face inflationary pressures, leading to a
relatively subdued demand environment. Despite these challenging market conditions, the
Company has successfully increased its revenue and demonstrated resilience in sustaining market

share. This has resulted in a significant improvement in profitability, reflecting our strategic focus
and operational efficiency.

The segment-wise performance for the financial year 2024-25 is as follows:

I. Textile Division

During the year, its revenue from operation from Textile Division was Rs. 32,976.4 Lakhs including
export sales of Rs 28,547.14 Lakhs (FOB) as against was Rs. 28,536.15 Lakhs including export sales
of Rs 24,415.54 Lakhs (FOB) in previous year, the overall performance of the division was well
above the industry peers. We have added few new customers and will continue to add more this
year as well to improve company''s performance compared to previous years.

II. Agency Division

This division looks after the consignment stockiest of GAIL (India) Ltd. for marketing and
distribution of polymers in Rajasthan. During the year the Agency Division has sold 13805.90 MT
granules amounting to Rs. 14,504.06 Lakhs in comparison of 20081.6 MT granules amounting to Rs.
22573.05 Lakhs and earned commission of Rs.60.20 Lakhs as compared to last year Rs. 83.44
Lakhs. The division has performed well during the year under review.

III. Technical Textile Division

This division looks after the manufacturing of artificial leather through technical textile. During the
year, revenue from operation from this division was Rs 4,502.15 Lakhs including export sales of Rs.
335.92 Lakhs (FOB) as compared to Rs. 4,460.72 Lakhs including export sales of Rs. 558.60 Lakhs
(FOB) in previous financial year. The performance of the division has fallen this year due to
subdued demand from end-user industries i.e., mainly footwear and automobile. This segment also
faces intense competition from low-cost products and due to this company has increased its focus
on exports and on the automobile sector which should ramp up operations in this segment in
coming years.

3. DIVIDEND

Considering the future expansion plans the Company has not recommended any dividend for the
Financial Year 2024-25.

4. AMOUNTS TRANSFERRED TO RESERVES

Your Board proposed to transfer Rs. 48.58 Lakhs to General Reserve in terms of Section 134(3)(j) of
the Companies Act, 2013 for the financial year ended on March 31, 2025. Further, the Balance
specified in the individual head is detailed as below:

S. No.	Reserve Head	Opening Balance	Addition	Deduction	Closing Balance
1.	Revaluation Reserve	4,536.62	-	48.58	4,488.04
2.	General Reserve	329.16	48.58	-	377.74
3.	Retained Earnings	12,108.70	550.81	-	12,659.51

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the period under review, there was no change in business of the Company during the
financial year 2024-2025.

6. SUBSIDIARY, IOINT VENTURES, AND ASSOCIATE COMPANIES:

As defined under the Act, the Company does not have any Subsidiaries and does not have Joint
Ventures and Associate Companies as of March 31, 2025.

7. CHANGES IN CAPITAL STRUCTURE

The Authorized Share Capital of the Company stands at ^7,00,00,000 (Rupees Seven Crores only),
comprising 70,00,000 (Seventy Lakhs) equity shares of ^10 (Rupees Ten) each.

The Paid-up Share Capital of the Company is ^5,22,10,000 (Rupees Five Crores Twenty-Two Lakhs
Ten Thousand only), consisting of 52,21,000 (Fifty-Two Lakhs Twenty-One Thousand) equity
shares of ^10 (Rupees Ten) each.

During the year under review, the Company did not undertake any public issue, rights issue, bonus
issue, or preferential allotment. Additionally, the Company has not issued any shares with
differential voting rights, sweat equity shares, or granted any stock options.

8. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March
31, 2025 is available on the Company''s website and can be accessed at www.kgpetrochem.com.

9. MATERIAL CHANGES AND COMMITMENTS

In pursuance to section 134(3)(L) of the Companies Act, 2013, there are no material changes and
commitments affecting the financial position of the Company have occurred between the end of the
financial year of the Company to which the financial statements relate and the date of this report.

10. MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material
orders were passed by the regulators or courts or tribunals impacting the going concern status and
Company''s operations in future.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

In accordance with the provisions of Section 186 of the Companies Act and Schedule V of the Listing
Regulations, the Company has not made any investments, nor has it granted any loans, provided
guarantees, or offered securities as specified under Section 186 of the Act and the applicable rules
framed thereunder.

12. RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2025, all transactions entered into with Related Parties,
as defined under Section 188 of the Companies Act, 2013, read with the applicable rules and
Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), were conducted in the ordinary course of business and on an arm''s length
basis. The Company does not have any ''Material Subsidiary'' as defined under Regulation 16(1)(c) of
the Listing Regulations.

Further, during the year under review, no Related Party Transactions were entered into that
required prior approval of the shareholders. All such transactions were reviewed, ratified, and
approved by the Audit Committee and the Board of Directors, in accordance with the requirements
of the Listing Regulations. The Audit Committee and the Board also conducted periodic reviews of
these transactions throughout the year.

There were no materially significant Related Party Transactions that could have a potential conflict
with the interests of the Company. The necessary disclosures, as required under Accounting
Standard (AS) 18, have been provided in Note No. 44 of the Notes to the Financial Statements for
the year ended March 31, 2025.

The Company has in place a Policy on the materiality of Related Party Transactions, which is
available on its website at www.kgpetrochem.com. Additionally, the Company has established an
internal mechanism to identify, monitor, and manage Related Party Transactions effectively.

13. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND
FOREIGN EXCHANGE EARNING AND OUTGO

Pursuant to provisions of Section 134(M) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo are attached as ''Annexure-A'' to this report.

14. CREDIT RATING

During the financial year 2024-2025, on the basis of recent development including operational and
financial performance of the Company, CARE Rating Agency has reaffirmed stable rating as follows:

Facilities	Ratings
Long Term Bank Facilities	CARE BBB-; Stable
Long Term/ Short term Bank Facilities	CARE BBB-; Stable / CARE A3
Short Term Bank Facilities	CARE A3

Further, the company has been regular in making principal and interest repayments to the Banks
and financial institutions.

15. BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the financial year ended on March 31,
2025 and the attendance of the Directors are set out in the Corporate Governance Report which
forms part of this report.

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

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors plays a vital role in overseeing the Company''s management and ensuring
that both short-term and long-term interests of shareholders and stakeholders are effectively
served. This commitment is reflected in our robust corporate governance practices, which promote
a well-informed, independent, and efficient Board. The Company continuously reviews its
governance framework to maintain alignment with statutory requirements and evolving business
needs.

As on March 31, 2025, the Board comprised 8 (Eight) Directors, including 4 (Four) Executive
Directors and 4 (Four) Non-Executive Independent Directors. All Independent Directors of the
Company have duly registered themselves with the Independent Directors'' Database maintained by
the Indian Institute of Corporate Affairs (IICA).

The Board consists of individuals from diverse professional backgrounds, bringing extensive
experience and expertise in key areas such as Marketing, Finance & Taxation, Economics, Law, and
Corporate Governance. The Independent Directors are highly accomplished professionals who
actively contribute to Board and Committee deliberations. Their guidance on matters of policy,
compliance, and strategic direction significantly enhances transparency and strengthens the
decision-making process.

The composition of the Board is in full compliance with the provisions of the Companies Act, 2013
and Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Board periodically reviews its composition to ensure it remains suitable for meeting both
statutory and business objectives.

Changes in the Board of Directors and Key Managerial Personnel during the year under review:

A) Retirement by Rotation:

• In accordance with the provisions of the Articles of Association of the Company and Section
152 of the Companies Act, 2013, Mr. Ajay Kumar Sharma, Executive Director, was
reappointed as a Director liable to retire by rotation at the 44^th Annual General Meeting of
the Company, based on the recommendation of the Nomination and Remuneration
Committee and the outcome of the performance evaluation.

B) Appointment/Re-appointment of Directors and KMPs:

• Mr. Bridhi Chand Sharma was re-appointed as an Independent Director for a second term of
five consecutive years, effective from February 26, 2024 to February 25, 2029, subject to
approval of shareholders at the ensuing AGM.

• Mrs. Navita Khunteta was appointed as Company Secretary & Compliance Officer, effective
from March 2, 2025, by the Board at its meeting held on March 1, 2025.

C) Resignation/Retirement of Directors and KMPs:

• Mr. Anand Singh ceased to be the Company Secretary & Compliance Officer of the Company,
with effect from March 1, 2025.

Changes after the close of the financial year:

• Mr. Bridhi Chand Sharma ceased to be an Independent Director of the Company with effect
from July 9, 2025.

• Mr. Dilip Kumar Bhatia was appointed as an Additional Independent Director (Non¬
Executive) by the Board with effect from July 9, 2025.

• Mr. Sanjay Sharma was appointed as an Additional Director (Executive) by the Board with
effect from July 9, 2025.

• Mr. Ajay Kumar Sharma ceased to be an Executive Director of the Company with effect from
July 31, 2025.

Necessary resolutions seeking the approval of shareholders for the above-mentioned appointments
and reappointments, where applicable, have been included in the notice convening the ensuing
Annual General Meeting. Relevant details of the Directors retiring by rotation and/or seeking
appointment/re-appointment, as required under the Listing Regulations and Secretarial Standard-2
issued by the Institute of Company Secretaries of India (ICSI), are provided in Annexure-A to the
Notice of the AGM.

It is confirmed that none of the Directors are disqualified or debarred from being appointed or
continuing as Directors as per the provisions of the Companies Act, 2013 and the applicable
regulations of the Securities and Exchange Board of India (SEBI).

17. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations, all Independent Directors of the Company have given declaration that they meet the
criteria of independence.

It is to be further noted that as per the provisions of Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 (as amended from time to time), all four Independent
Directors of the company have registered their name as Independent Directors in Database of IICA
and Mr. Anand Mishra, Mr. Bridhi Chand Sharma and Mr. Vikas Damani have passed the online
proficiency self-assessment test and Mrs. Vani Jain is exempted to clear the said online proficiency
self-assessment test.

The terms & conditions for the appointment of Independent Directors are given on the website of
the Company'' website and can be accessed at i.e. www.kgpetrochem.com.

Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties. The
Independent Directors have also confirmed that they have complied with the Company''s code of
conduct prescribed in Schedule IV to the Companies Act, 2013.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the Listing Regulations, the Company has put in
place a familiarization program for the Independent Directors with regard to their roles, rights and
responsibilities in the Company and provides details regarding the nature of the industry in which
the Company operates the business models of the Company etc. which aims to provide insight to
the Independent Directors to understand the business of the Company. Upon induction, the
Independent Directors are familiarized with their roles, rights and responsibilities.

The details of the familiarization program for Independent Directors are available on the
Company''s website and can be accessed at www.kgpetrochem.com.

19. FORMAL ANNUAL EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, board
committees, and individual directors pursuant to the provisions of the Act and SEBI Listing
Regulations.

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

The performance of the committees was evaluated by the Board after seeking input from the
committee members based on criteria such as the composition of committees, effectiveness of
committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent
directors, performance of non-independent directors, the Board as a whole and Chairman of the
Company was evaluated, considering the views of executive directors and non-executive directors.

The Chairman''s performance evolution was linked to both the functioning of the board as well as
the performance of each director. Independent directors reviewed the performance of the chairman
of the Company after seeking inputs from the executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors based on criteria such as the contribution of the individual director to the
board and committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was also discussed. Performance evaluation of independent directors was done
by the entire Board, excluding the independent director being evaluated.

The performance evaluation of Managing Directors and Executive Directors of the Company was
carried out by all the directors (excluding the director being evaluated). The Board found the
evaluation satisfactory, and no observations were raised during the said evaluation in current year
as well as in previous year.

20. AUDITOR AND REPORT THEREON

STATUTORY AUDITOR

M/s. H C Bothra & Associates, Chartered Accountants, Jaipur (Firm Registration Number: 008950C)
were appointed as Statutory Auditors of the Company, at the Annual General Meeting held on
September 25, 2024 for a period of five years from the conclusion of 44^th Annual General Meeting
till the conclusion of 49^th Annual General Meeting to be held for the Financial Year 2028-29.

In this regard and rules made there-under, the Company has received certificate from the in
accordance with provisions of Section 141 of the Act.

M/s. HC Bothra & Associates, Chartered Accountants, have submitted their Report on the Financial
Statements of the Company for the Financial Year 2024-25, which forms part of the Annual Report
2024-25.

There are no observations (including any qualification, reservation, adverse remark or disclaimer)
of the Auditors in their Audit Reports that may call for any explanation from the Directors.

As per sub-section 12 of section 143 of the Act during the financial year no fraud was reported by
the Auditor of the Company in their Audit Report.

SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, The
Board of Directors has appointed M/s. ARMS & Associates LLP, Company Secretaries as Secretarial
Auditors to conduct the secretarial audit of the Company for the financial year 2024-25.

Accordingly, they have conducted Secretarial Audit for the Financial Year 2024-25 and Secretarial
Audit Report in Form MR-3 is enclosed herewith as ''Annexure-B''. Pursuant to provisions of
Regulation 24A of Listing Regulations, the Secretarial Auditors have also issued Annual Secretarial
Compliance Report for the F.Y. 2024-25. Both the reports do not contain any qualification,
reservation or adverse remark.

Further, in terms of the SEBI (Listing Obligations & Disclosure Requirements) (Third Amendment)
Regulation, 2024, the Board on recommendation of Audit Committee has recommended
appointment of M/s ARMS & Associates LLP, Company Secretaries as Secretarial Auditors of the
Company for a term of five consecutive financial years commencing from April 1, 2025 till March
31, 2029. A resolution seeking shareholders'' approval for the appointment of M/s ARMS &
Associates LLP, Company Secretaries as Secretarial Auditors has been included in the notice of the
ensuing Annual General Meeting of the Company.

INTERNAL AUDITOR

In accordance with the provisions of section 138 of the Act and rules made thereunder, the Board of
Directors of the Company has appointed M/s Arpit Vijay & Co., Chartered Accountants, Jaipur (FRN:
017737C) as Internal Auditor of the Company for the financial year 2024-2025.

The Company received Internal Audit Reports on a quarterly basis, which were duly reviewed and
approved by the Audit Committee and the Board of Directors. The reports did not contain any
qualifications. The notes to the accounts are self-explanatory, and the observations, wherever
applicable, were appropriately addressed by the management.

During the financial year 2024-2025, no fraud was reported by the Internal Auditor of the Company
in their Audit Report.

M/s Arpit Vijay & Co., Chartered Accountants, Jaipur have been re-appointed by the Board, to
conduct the Internal Audit of the Company.

COST AUDITOR

In compliance with Section 148, coupled with Sub Rule (3) of Rule 4 of the Companies (Cost
Records & Audit) Rules, 2014, it is affirmed that the requirement for Cost Audit during the financial
year 2024-2025 does not apply to the company. This exemption is warranted as the company''s
operations do not meet the criteria stipulated within the rules. Even though the company''s
turnover exceeded Rs. 100.00 Crores during the aforementioned financial year, the nature of the
company''s business activities falls beyond the purview of Rule 3 of the Companies (Cost Records &
Audit) Rules, 2014.

21. NUMBER OF MEETINGS OF BOARD

Six (6) meetings of the Board were held during the year. For details of meetings of the Board, please
refer to the Corporate Governance Report, which is a part of this report.

22. COMMITTEES OF BOARD

The Board of Directors of the Company has constituted the following Committees:

a) Audit Committee

b) Corporate Social Responsibility Committee

c) Nomination and Remuneration Committee

d) Stakeholders Relationship Committee

e) Finance Committee

During the year, all recommendations made by the committees were approved by the Board. The
Committees'' composition, charters and meetings held during the year and attendance thereat, are
given in the Report on Corporate Governance forming part of this Annual Report.

23. INSIDER TRADING PREVENTION CODE

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 and amendments thereto, the Company has adopted an ''Internal Code
of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons'' (“the Code”).

The Code is applicable to Promoters, Members of the Promoter Group, Directors (including
Independent Directors), Key Managerial Personnel (KMPs), Designated Employees, Connected
Persons, Immediate Relatives of the above categories and any other persons who are expected to
have access to Unpublished Price Sensitive Information (UPSI) relating to the Company. The
Compliance Officer shall regulate, monitor and report trading adherence to the PIT Regulations. The
same is available on the website of the Company at www.kgpetrochem.com.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for
directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI
Listing Regulations, to report concerns about unethical behavior, actual or suspected fraud or
violation of the Code. This Policy is available on the Company''s website at www.kgpetrochem.com.
It also provides for adequate safeguards against the victimization of employees who avail the
mechanism and allows direct access to the chairperson of the audit committee in exceptional cases.
During the year, no person was denied access to the audit committee.

25. CORPORATE SOCIAL RESPONSIBILITY

The company''s CSR initiatives and activities are aligned to the requirements of Section 135 of the
Act. Company works primarily towards environment sustainability, preventive health care,
eradication of hunger, education, women empowerment, contributions to public funded
Universities, Indian Institute of Technology (IITs) health and hygiene. The initiatives undertaken by
the Company on CSR activities during the year and the brief outline of the CSR policy of the
Company and are set out in ''Annexure C'' and ''Annexure D'' of this report in the format prescribed
in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report,
which is a part of this report. This Policy is available on the Company''s website and can be accessed
at www.kgpetrochem.com.

26. RISK MANAGEMENT POLICY

The Company has developed a very comprehensive Risk Management Policy under which all key
risk and mitigation plans are compiled in three stages i.e. Risk assessment/ evaluation, Risk
Reporting and Management of the risk evaluated and reported. The objective of the policy is to
create and protect shareholders'' value by minimizing threats or losses and identifying and
maximizing opportunities. The Risk Management Policy defines the risk management approach
across the enterprise at various levels including documentation and reporting.

27. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE

In order to prevent sexual harassment of women at workplace “The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013” was notified on December 09,
2013, under the said Act, every Company is required to set up an Internal Complaints Committee to
look into complaints relating to sexual harassment at work place of any women employee.

In terms of the provisions of the said Act, the Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an “Internal Complaints Committee” for prevention and redressal of sexual
harassment at workplace. The Committee is having requisite members and is chaired by a senior
woman member of the organization. The following is a summary of sexual harassment complaints
received and disposed of during the year 2024-2025: -

Details of Complaints
Number of complaints at the beginning of FY 2024-2025	Nil
Number of complaints of sexual harassment received in the FY 2024¬ 2025	Nil
Number of complaints disposed off during the year to FY 2024-2025	Nil
Number of complaints to be carried down to FY 2024-2025	Nil
Number of complaints pending for more than ninety days	Nil

28. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The provisions of the Maternity Benefit Act, 1961 are applicable to the Company. However, during
the financial year 2024-25, there were no instances requiring compliance under the said Act. The
Company remains committed to adhering to all applicable labour and welfare legislations.

29. HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFTEY

During the year the Company had cordial relations with workers, staff and officers. The shop floor
management is done through personal touch, using various motivational tools and meeting their
training requirements. The company has taken initiative for safety of employees and implemented
regular safety audits, imparted machine safety training, wearing protective equipment''s etc.

Company''s continued to focus on attracting new talent while investing in organic talent
development to help employees acquire new skills, explore new roles and realize their potential.
The Company believes in empowering its employees through greater knowledge, team spirit and
developing greater sense of responsibility. The total number of regular employees as of March
31,2025, was 1406.

30. NOMINATION AND REMUNERATION POLICY

The Company''s policy on Appointment and Remuneration of Directors, Senior Management
Personnel and other matters as per the provisions of section 178 (3) of the Act is available on the
Company''s website and can be accessed at www.kgpetrochem.com.

Further, the salient features of the policy have been disclosed in the Corporate Governance Report,
which is a part of this Report.

31. PARTICULARS OF EMPLOYEES

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to
the shareholders excluding the information required under Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014. Any shareholder interested
in obtaining the same may write to the Company Secretary at the Registered Office of the Company.
The said information is available for inspection by the Members at the Registered Office of the
Company on any working day of the Company up to the date of the 45^th Annual General Meeting.

The statement containing information as required under the provisions of Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given in ''Annexure-E'' and forms part of this Report.

32. DEPOSITS

During the financial year under review, your Company has neither invited nor accepted or renewed
any fixed deposit from public, shareholders or employees and no amount of principal or interest on
deposits from public is outstanding as at the Balance Sheet date in terms of provisions of section 73
to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the
Management Discussion and Analysis, which is a part of this report.

34. STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The company has neither made any application nor any application was made against the Company
during the financial year 2024-2025.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Listing
Regulations is presented in a separate section forming part of this Report.

36. CORPORATE GOVERNANCE

The Company has complied with the requirements of corporate governance as stipulated under the
listing regulations. The corporate governance report and certificate from practicing Company
Secretary confirming compliance of conditions as required by Regulation 34(3) read with Part E of
Schedule V of the Listing Regulations are forming part of this Report.

37. CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT

The code of conduct has been circulated to all the members of the Board and Senior Management
Personnel and they have affirmed their compliance with the said code of conduct for the financial
year ended on March 31, 2025.

A declaration to this effect signed by Mr. Manish Singhal, Managing Director and Mrs. Prity Singhal,
Chief Financial Officer of the Company stating that the members of Board of Directors and Senior
Management Personnel have affirmed compliance with the code of conduct of Board of Directors
and senior management is annexed as “Annexure 1” to the Corporate Governance Report forming
part of this Report.

38. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on BSE Ltd. on the Main Board Platform in the list of ''X''
Group. Further the listing fees for the Financial Year 2025-2026 have been duly paid by the
company.

39. DEMATERIALISATION OF SHARES

The Company''s shares are compulsorily traded on the floor of the stock exchanges in electronic
form by all investors. Equity shares of the Company representing 97.72 percent of the Company''s
equity share capital are dematerialized as on March 31, 2025. Under the Depository System, the
International Securities Identification Number (ISIN) allotted to the Company''s shares is
INE902G01016.

40. DETAILS OF NON-COMPLIANCE BY THE COMPANY

No penalties, strictures, or fines have been imposed by SEBI or any other statutory authority on the
Company in relation to any matter concerning the capital markets during the financial year under
review.

41. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to sections 124 and 125 of the Act read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) there was no
dividend which is unclaimed/ unpaid for more than seven years, hence the company is not required
to transfer any amount to Investor Education and Protection Fund.

42. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and
ability, confirm that:

i) in the preparation of annual accounts for the year ended March 31, 2025, the applicable
accounting standards have been followed along with proper explanations and disclosures
relating to material departures, if any;

ii) they 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 the affairs of the Company as at March 31, 2025 and of the profit of the Company
for year ended on that date;

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

iv) the annual accounts have been prepared on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively;

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

43. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2 issued by
the Institute of Company Secretaries of India.

44. ACKNOWLEDGEMENT

The Board extends its sincere gratitude to customers for their continued support and appreciates
the efforts of employees and the management team for their contribution to the Company''s
sustained performance. It also acknowledges the support of all stakeholders, including financial
institutions, regulators, and business partners. Special thanks are given to the Independent and
Non-Executive Directors for their strategic guidance in maintaining the Company''s leadership in the
Fabrics Industry.

By Order of the Board of Directors
for KG Petrochem Ltd

SD/-

Gauri Shanker Kandoi
Chairman cum Whole-Time Director
DIN:00120330

Jaipur, August 13, 2025

---

Mar 31, 2024

The Board of Directors present the report of the business and operations of KG Petrochem Limited (“the Company”) along with the audited financial statements for the financial year ended March 31, 2024.

1. FINANCIAL PERFORMANCE

(Rs. In Lakhs except EPS)

Particulars	March 31, 2024	March 31, 2023
Income from Business Operations	33080.32	30335.69
Other Income	471.13	617.64
Total Income	33551.45	30953.33
Profit/(Loss) Before Depreciation, Interest & Tax	2283.31	3275.43
Less: Depreciation	1202.26	1177.93
Less: Interest	792.78	965.79
Profit/(Loss) Before Tax	288.27	1131.71
Less: Tax Expenses	194.83	338.70
Net Profit/ (Loss) After Tax	93.44	793.01
Earnings per share (Basic)	1.79	15.19
Earnings per share (Diluted)	1.79	15.19

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK

During the year under review, Company has booked revenue of Rs. 33080.32 Lakhs as compared to Rs. 30335.69 Lakhs in the preceding financial year. Further after meeting administrative and tax expenses Company has booked Net Profit of Rs.93.43 Lakhs as compared to the Net Profit of Rs.793.01 Lakhs in the preceding financial year. Operating margin of the company has witnessed continuous moderation over last two years due to volatile input prices and constrained sales realizations owing to a slowdown in export market which has resulted in decline of Net Profit. Our main export market, viz. USA is still facing inflation resulting in subdued demand for our products. Considering the USA market scenario, company has been able to increase the Revenue and was able to sustain the market pressure resulting in marginal Net Profit. Further Segment wise result of operation is as under:-

Textile Division

During the year, its revenue from operation from Textile Division was Rs. 28536.15 Lakhs including export sales of Rs 24415.54 Lakhs (FOB) as against was Rs. 23654.50 Lakhs including export sales of Rs 19807.66 Lakhs (FOB) in previous year, the overall performance of the division was well

above the industry peers. We have added few new customers and will continue to add more in this year as well to improve company''s performance to previous years.

Agency Division

This division looks after the consignment stockiest of GAIL (India) Ltd. for marketing and distribution of polymers in Rajasthan. During the year the Agency Division has sold 20081.68 MT granules amounting to Rs. 22573.05 Lakhs in comparison of 15718.63 MT amounting of Rs. 20288.34 Lakhs and earned commission of Rs.83.44 Lakhs as compared to last year Rs. 63.05 Lakhs. The division has performed well during the year under review.

Technical Textile Division

This division looks after the manufacturing of artificial leather through technical textile. During the year, revenue from operation from this division was Rs. 4,460.72 Lakhs including export sales of Rs. 558.60 Lakhs (FOB) as compared to Rs. 6,618.14 Lakhs including export sales of Rs. 1,310.45 Lakhs (FOB) in previous financial year. The performance of the division has fallen this year due to subdued demand from end-user industries i.e., mainly footwear and automobile. This segment also faces intense competition from low-cost products and due to this company has increased its focus on exports and on the automobile sector which should ramp up operations in this segment in coming years.

3. DIVIDEND

In order to conserve the resources of company the Board of Directors are not recommending any dividend this year.

4. AMOUNTS TRANSFERRED TO RESERVES

Your Board proposed to transfer Rs. 48.58 Lakhs to General Reserve in terms of Section 134(3)(j) of the Companies Act, 2013 for the financial year ended on March 31, 2024. Further, the Balance specified in the individual head is detailed as below:

S. No.	Reserve Head	Opening Balance	Addition	Deduction	Closing Balance
1.	Revaluation Reserve	4,265.87	319.33	48.58	4,536.62
2.	General Reserve	269.36	48.58	-	317.94
3.	Retained Earnings	12,027.39	93.44	-	12,120.83

5. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year 2023-2024.

6. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATES COMPANY/ JOINT VENTURES

The company does not have any Subsidiary/ Joint Venture and Associate Company.

7. CHANGES IN CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs.7,00,00,000/- (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lakhs) Equity Shares of Rs. 10.00 (Rupees Ten Only) each. Further, the paid up capital of the company is Rs.5,22,10,000/- (Rupees Five Crores Twenty Two Lakhs Ten Thousand) divided into 52,21,000 (Fifty Two Lakhs Twenty One Thousand) Equity Shares of Rs.10/- (Rupees Ten Only) each.

There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. Further, The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the year under review.

8. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company’s website and can be accessed at www.kgpetro.in

9. MATERIAL CHANGES AND COMMITMENTS

In pursuance to section 134(3)(L) of the Companies Act, 2013, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

10. MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Company has not made any investments and provided any Guarantees or any Security in connection with any loan taken by any person pursuant to Section 186 of the Companies Act, 2013. Particulars of the made Advances Given are provided in the Financial Statements (Please refer to Note No.17 in the financial Statements).

12. RELATED PARTY TRANSACTION

During the financial year ended March 31, 2024, all transactions with the Related Parties as defined under section 188 of the Companies Act, 2013 read with Rules framed there-under and Regulation 23 of the Listing Regulations were in the ''ordinary course of business’ and ''at arm''s length’ basis. Your Company does not have a ‘Material Subsidiary’ as defined under Regulation 16(1)(c) of the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'').

During the year under review, your Company did not enter into any Related Party Transactions which require prior approval of the Members. All Related Party Transactions of your Company had been ratified and confirmed by the Audit Committee and Board of Directors, as required under the Listing Regulations. Subsequently, the Audit Committee and the Board have reviewed the Related Party Transactions on a periodic basis. During the year under review, there has been no materially significant Related Party T ransactions having potential conflict with the interest of the Company.

Necessary disclosures required under the AS 18 have been made in Note No. 44 of the Notes to the Financial Statements for the year ended March 31, 2024.

Your Company has formulated a Policy on materiality of Related Party Transactions and the said Policy has been uploaded on the website of the Company at www.kgpetro.in. Further, your Company has an internal mechanism for the purpose of identification and monitoring of Related Party Transactions.

13. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

Pursuant to provisions of Section 134(M) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ''Annexure 1'' to this report.(to be provided by the company)

14. CREDIT RATINGS

During the financial year 2023-2024, on the basis of recent development including operational and financial performance of the Company, CARE Rating Agency has reaffirmed stable rating as follows:

Facilities	Ratings	Rating Action
Long Term Bank Facilities	CARE BBB-; Stable	Revised from CARE BBB; Stable
Long Term/ Short term Bank Facilities	CARE BBB-; Stable / CARE A3	Revised from CARE BBB; Stable / CARE A3
Short Term Bank Facilities	CARE A3	Revised from CARE A3

Further, the company has been regular in making principal and interest repayments to the Banks and financial institutions.

15. BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the financial year ended on March 31, 2024 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report.

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

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays crucial role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review.

As on March 31, 2024, the total Board strength comprises of 8(Eight) Directors out of which 4 (Four) Directors are Executive Directors and 4 (Four) are Non- Executive Independent Directors. All Independent Directors of the company as on the date of this report have also registered on Independent Directors in Database of IICA for Independent Directors.

The Company''s Board Members are from diverse backgrounds with skills and experience in critical areas like Marketing, Finance & Taxation, Economics, Law, Governance etc. Further, all Independent Directors are persons of eminence and bring a wide range of expertise and experience to the board thereby ensuring the best interests of stakeholders and the Company. They take active part at the Board and Committee Meetings by providing valuable guidance to the management on various aspects of Business, Policy Direction, Compliance etc. and play critical role on issues, which enhances the transparency and add value in the decision making process of the Board of Directors. The composition of the Board also complies with the provisions of the Companies Act, 2013 and Regulation 17 (1) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The Board reviews its strength and composition from time to time to ensure that it remains aligned with the statutory, as well as business requirements.

During the year under review, the following changes occurred in the Board of Directors:

A) RETIRE BY ROTATION

• In accordance with the provisions of the Articles of Association of the Company, read with Section 152 of the Companies Act, 2013 Mr. Ajay Kumar Sharma, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

B) APPOINTMENT/RE-APPOINTMENT OF DIRECTOR''s/KMP''s

• Mrs. Vani Jain was appointed as an Additional Independent Director (Non-Executive) by Board of Directors of the Company on June 21, 2023.

• Mrs. Prity Singhal was appointed as the Chief Financial officer of the company on August 10^th, 2023 to fill the casual vacancy in the office of CFO.

• Mrs. Vani Jain was Re-designated and appointed as an Independent Director (NonExecutive) by Board of Directors of the Company on September 15, 2023.

• Mr. Gauri Shanker Kandoi was re-appointed as Chairman cum Whole time Director (Executive) by members of the Company on September 15, 2023.

• Mr. Manish Singhal was re-appointed as Managing Director (Executive) by members of the Company on September 15, 2023.

• Mrs. Prity Singhal was re-appointed as Whole time Director (Executive) by members of the Company on September 15, 2023.

• Ms. Himanshi Dhakad was appointed as the Company Secretary cum Compliance officer by the board of directors of the company in the meeting dated 30^th May 2023.

• Mr. Anand Singh was appointed as the Company Secretary cum Compliance officer by the board of directors of the company in the meeting dated 26^th December 2023.

• Mr. Bridhi Chand Sharma was re-appointed as an Independent Director of the Company for the Second Term of five Consecutive years effective from effective from 26 February, 2024 up to 25 February 2029 subject to the approval of the Shareholders in the ensuing Annual General Meeting.

C) RESIGNATION/RETIREMENT OF DIRECTOR''s/KMP''s

• Ms. Himanshi Dhakad has ceased from the office of Company Secretary cum Compliance officer of the Company with effect from October 04^th, 2023.

• Mrs. Vani Jain has ceased from the office of Additional Independent Director of the Company with effect from April 05^th, 2023 as per regulation 17(1C) of the SEBI (LODR) Regulations, 2015.

After the closure of the year under review, there were no changes occurred in the constitution of the Board:

Necessary resolutions for the appointment/re-appointment of aforesaid Directors, wherever applicable, have been incorporated in the notice convening the ensuing AGM. As required under the listing regulations and Secretarial Standards on General Meetings issued by ICSI, the relevant details of Directors retiring by rotation and/or seeking appointment/re-appointment at the ensuing AGM are furnished as “Annexure-A” to the notice of AGM.

17. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, all Independent Directors of the Company have given declaration that they meet the criteria of independence.

It is to be further noted that as per the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (as amended from time to time), all four Independent Directors of the company have registered their name as Independent Directors in Database of IICA and Mr. Anand Mishra, Mr. Bridhi Chand Sharma and Mr. Vikas Damani have passed the online proficiency self-assessment test and Mrs. Vani Jain is exempted to clear the said online proficiency self-assessment test.

The terms & conditions for the appointment of Independent Directors are given on the website of the Company'' website and can be accessed at i.e. www.kgpetro.in.

Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct prescribed in Schedule IV to the Companies Act, 2013.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the Listing Regulations, the Company has put in place a familiarization program for the Independent Directors with regard to their roles, rights and responsibilities in the Company and provides details regarding the nature of the industry in which the Company operates the business models of the Company etc. which aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

The details of the familiarization program for Independent Directors are available on the Company’s website and can be accessed at www.kgpetro.in.

19. FORMAL ANNUAL EVALUATION

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

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

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

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent

directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Chairman''s performance evolution was linked to both the functioning of the board as a whole as well as the performance of each director. Independent directors reviewed the performance of the chairman of the Company after seeking inputs from the executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The performance evaluation of Managing Directors and Executive directors of the Company was done by all the directors (excluding the director being evaluated). The Board founded the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year.

20. AUDITOR AND REPORT THEREON

A. STATUTORY AUDITOR

Pursuant to the section 139 of the Companies Act, 2013, R Sogani & Associates, Chartered Accountants, (FRN018755C), were Re-appointed as the Statutory Auditors of the Company for a term of five years, from the conclusion of thirty Ninth Annual General Meeting of the company till the conclusion of Forty Fourth Annual General Meeting of the company. Accordingly, the term of R Sogani & Associates would be completed upon the conclusion of this Annual General Meeting of the company.

The Board of Directors, after considering the recommendations of the Audit Committee, has recommended the appointment of M/s HC Bothra & Associates, Chartered Accountants (FRN008950C) as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting to the Conclusion of 49th Annual General Meeting.

The Company has received an eligibility certificate cum consent letter from M/s HC Bothra & Associates, Chartered Accountants, to the effect that the appointment, if made, would be in accordance with limits specified under section 141 of the Companies Act, 2013. And as required under SEBI Regulations, they have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

A resolution proposing their appointment, from the conclusion of this Annual General Meeting till the conclusion of the forty Ninth Annual General Meeting of the Company, at a remuneration to be fixed by the Audit Committee and/or Board of Directors and billed progressively, is submitted at the Annual General Meeting for approval of the members. The Board recommends the appointment of M/s HC Bothra & Associates, Chartered Accountants as the Statutory Auditors, for approval of the members.

Furthermore, M/s. R. Sogani & Associates, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the Financial Year 2023-24, which forms part of the Annual Report 2023-24.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

As per sub section 12 of section 143 of the Act during the financial year no fraud was reported by the Auditor of the Company in their Audit Report(to be appointed by the company in the ensuing AGM and to be confirmed by the company).

B. SECRETARIAL AUDITOR

The Board of the company in compliance with section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 appointed M/s ARMS & Associates LLP, Company Secretaries (FRN:P2011RJ023700) as the Secretarial Auditor to conduct the audit of the secretarial records of the company for the Financial Year 2023-24.

The Secretarial Auditors’ Report for the financial year 2023-2024 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors’ Report in Form MR-3 is enclosed as Annexure 2 to the Board’s report.

M/s ARMS & Associates LLP, Practicing Company Secretaries, are appointed as secretarial auditor of the Company for the financial year 2024-2025, as required under Section 204 of the Companies Act, 2013 and Rules there under.

During the financial year 2023-2024, no fraud was reported by the Secretarial Auditor of the Company in their Audit Report.

> Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial Compliance Report for the financial year ended March 31, 2024 from M/s. ARMS & Associates LLP in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019. The said Report for the financial year ended March 31, 2024 has been submitted to the Stock Exchanges within the prescribed statutory timelines and annexed to the Report on Corporate Governance.

C. INTERNAL AUDITOR

In accordance with the provisions of section 138 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company has appointed M/s Arpit Vijay & Co., Chartered Accountants, Jaipur (FRN: 017737C) as Internal Auditors of the Company for the financial year 2023-24.

The Internal Audit Report was received quarterly by the Company and the same were reviewed and approved by the Audit Committee and Board of Directors. The quarterly Internal Audit Report received for the financial Year 2023-24 is free from any qualification, further the notes on accounts are self-explanatory and the observations were looked into by the management.

During the financial year 2023-2024, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

M/s Arpit Vijay & Co., Chartered Accountants, Jaipur have been re-appointed by the Board, to conduct the Internal Audit of the Company for the financial year 2024-2025.

D. COST AUDITOR

In compliance with Section 148, coupled with Sub Rule (3) of Rule 4 of the Companies (Cost Records & Audit) Rules, 2014, it is affirmed that the requirement for Cost Audit during the financial year 2023-2024 does not apply to the company. This exemption is warranted as the company''s operations do not meet the criteria stipulated within the aforementioned rules. Despite the fact that the company''s turnover exceeded Rs. 100.00 Crores during the aforementioned financial year, the nature of the company''s business activities falls beyond the purview of Rule 3 of the Companies (Cost Records & Audit) Rules, 2014.

21. COMMITTEES OF BOARD

As on March 31, 2024, the Board had five committees: the audit committee, the corporate social responsibility committee, the nomination and remuneration committee, the stakeholders relationship committee and the finance committee.

During the year, all recommendations made by the committees were approved by the Board.

A detailed note on the composition, charters and meetings held during the year and attendance is provided in the Corporate Governance report.

22. INSIDER TRADING PREVENTION CODE

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons’ (“the Code”).

This Code is applicable to Promoters, Member of Promoter''s Group, all Directors and such Designated Employees and other connected persons who are expected to have access to unpublished price sensitive information relating to the Company. The Compliance Officer shall regulate, monitor and report trading adherence to the PIT Regulations. The same is available on the website of the Company at www.kgpetro.in

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior, actual or suspected fraud or violation of the Code. This Policy is available on the Company''s website at www.kgpetro.in. It also provides for adequate safeguards against the victimization of employees who avail the mechanism, and allows direct access to the chairperson of the audit committee in exceptional cases. During the year, no person was denied access to the audit committee.

24. CORPORATE SOCIAL RESPONSIBILITY

The CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The Company works primarily towards environment sustainability, preventive health care, eradication of hunger, education, women empowerment, contributions to public funded Universities, Indian Institute of Technology (IITs) health and hygiene.

The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as ''Annexure C'' and forms an integral part of this Report. The Policy has been annexed as ''Annexure D'' of this report and the same is also uploaded on the Company’s website at www.kgpetro.in

25. RISK MANAGEMENT POLICY

The Company has developed a very comprehensive Risk Management Policy under which all key risk and mitigation plan are compiled in three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. The objective of the policy is to create and protect shareholders’ value by minimizing threats or losses, and identifying and maximizing opportunities. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

26. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

In order to prevent sexual harassment of women at work place “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” was notified on December 09, 2013, under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

In terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an “Internal Complaints Committee” for prevention and redressal of sexual harassment at workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. Further, the Company has not received any complaint of sexual harassment during the financial year 2023-2024. The following is a summary of sexual harassment complaints received and disposed of during the year 2023-2024:-

Details of Complaints
Number of complaints at the beginning of FY 2023-2024	Nil
Number of complaints of sexual harassment received in the FY 2023-2024	Nil
Number of complaints disposed off during the year to FY 2023-2024	Nil
Number of complaints to be carried down to FY 2023-2024	Nil
Number of complaints pending for more than ninety days	Nil

27. HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFTEY

During the year the Company had cordial relations with workers, staff and officers. The shop floor management is done through personal touch, using various motivational tools and meeting their training needs requirements. The company has taken initiative for safety of employees and implemented regular safety audit, imparted machine safety training, wearing protective equipment''s etc.

Company continued to focus on attracting new talent while investing in organic talent development to help employees acquire new skills, explore new roles and realize their potential. The Company believes in empowering its employees through greater knowledge, team spirit and developing greater sense of responsibility. The total count of regular employees as at March 31, 2024 was 1336.

28. NOMINATION AND REMUNERATION POLICY

The Company’s policy on Appointment and Remuneration of Directors, Senior Management Personnel and other matters as per the provisions of section 178 (3) of the Act is available on the Company’s website and can be accessed at www.kgpetro.in.

Further, the salient features of the policy have been disclosed in the Corporate Governance Report, which is a part of this Report.

29. PARTICULARS OF EMPLOYEES

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company up to the date of the 44th Annual General Meeting. The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in ''Annexure-E'' and forms part of this Report.

30. DEPOSITS

During the financial year under review, your Company has neither invited nor accepted or renewed any fixed deposit from public, shareholders or employees and no amount of principal or interest on deposits from public is outstanding as at the Balance Sheet date in terms of provisions of section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

31. INTERNAL FINANCIAL CONTROLS

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

32. STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The company has neither made any application nor any application made against the Company during the financial year 2023-2024.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') is presented in a separate section forming part of the Annual Report as ''Annexure F''.

34. CORPORATE GOVERNANCE

The company is committed to follow best Corporate Governance practices and adheres to the Corporate Governance requirements set by the Regulators under the applicable laws/regulations. In line with the foregoing, the company has adopted a Code of Corporate Governance which acts as a guide to the company and the Board on the best practices in the Corporate Governance.

A separate section on Corporate Governance standards followed by the company and the relevant disclosures, as stipulated under Listing Regulations, Companies Act, 2013 and rules made there under forms part of the Annual Report.

A certificate from M/s. ARMS & Associates LLP, Practicing Company Secretaries, conforming compliance by the company to the conditions of Corporate Governance as stipulated under Listing

Regulations, is annexed to the Report on Corporate Governance, which forms part of the Annual Report as ‘Annexure G’.

35. CODE OF CONDUCT AND ETHICS

The members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2024. A certificate by the Chief Financial Officer and Managing Director, on the compliance declarations received from the members of the Board and Senior Management forms part of this report.

36. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on BSE Ltd. on the Main Board Platform in the list of ‘X’ Group. Further the listing fees for the Financial Year 2024-2025 have been duly paid by the company.

37. DEMATERIALISATION OF SHARES

The Company’s shares are compulsorily traded on the floor of the stock exchanges in electronic form by all investors. Equity shares of the Company representing 97.70 percent of the Company’s equity share capital are dematerialized as on March 31, 2024. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company’s shares is INE902G01016.

38. DETAILS OF NON-COMPLIANCE BY THE COMPANY

The following penalties/strictures/fines were imposed on the Company by Stock Exchanges in the F.Y. 2023-24

S.No.	Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Regulation/ Circular No	Fine Amount	Reply by Company	Status
1.	SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 (Chapter-VII(A)-Penal Action for Non-Compliance). Delay in Submission Annual report	Reg-34 (Late Submission)	4720/-	Company has dispatched notice of the annual general meeting along with Annual Return to its shareholders through e-mail dated Thursday, August 24, 2023 and the Annual Return has submitted to the stock exchange on	No further communication has been received from BSE. As a result, it is assumed that the fine has been waived.

Tuesday, August 22, 2023 through BSE acknowledgement No. 6051423. Hence, company has submitted the Annual return prior to the dispatch of the same to Shareholders and has complied with the Regulation 34 of SEBI (LODR) Regulations, 2015.

Apart from the above mentioned fines, following penalties/strictures/fines were imposed by SEBI or any statutory authority on any matter related to capital markets during the last three years:

S.No.	Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Regulation/ Circular No	Fine Amount	Reply by Company
1.	Submission of Disclosure on Related Party Transactions	Reg. 23 (9)	5900/-	Company has made their submission dated 19/07/2022 and made the payment of Rs.5900/- in the favor of BSE Ltd. Through Banking Channels dated 12/08/2022.

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) there was no unclaimed/ unpaid dividend, hence the company is not required to transfer any amount to Investor Education and Protection Fund.

40. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

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

ii) they 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 the affairs of the Company as at March 31, 2024 and of the profit of the Company for year ended on that date;

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

iv) the annual accounts have been prepared on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

41. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Board of Directors affirm that the company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the General Meetings.

42. ACKNOWLEDGEMENT

Your Board is grateful for the continuous patronage of our valued customers and remains committed to serving their needs by delivering more style and comfort at every step. Our Board acknowledges and appreciates the relentless efforts by employees, workmen and staff including the Management headed by the Executive Directors who have all worked together as a team in achieving a commendable business performance year on year.

Your Board wishes to place on record their appreciation for the co-operation and support received from the Banks, Government Authorities, Customers, Suppliers, BSE, CDSL, NSDL, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals/ bodies for their continued co-operation and support.

Your Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their great contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which helps your Company to take the right decisions in achieving its business goals and to maintain its position as one of the leading players in Fabrics Industry, in India and around the world.

By Order of the Board of Directors for KG Petrochem Ltd

SD/-

Gauri Shanker Kandoi

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Mar 31, 2016

To,

The Members of K G Petrochem Limited

The Directors have pleasure in presenting this 36^th Board’s Report of your Company together with the Audited Statement of Accounts and the Auditors’ Report of your company for the financial year ended, 31st March, 2016

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

	2015-2016	2014-2015
Gross Income	21801.88	19080.52
Profit Before Interest and Depreciation	3052.82	2570.87
Interest Charges	707.09	858.37
Profit Before Depreciation	2343.73	1 712.50
Depreciation	1360.95	1 189.26
Net Profit Before Tax	982.78	523.34
Provision for Tax	55.90	314.53
Net Profit After Tax	926.88	208.71

REVIEW OF OPERATIONS

During the Financial Year, the company was able to improve its performance in revenue from operation. The revenue from operation of the company for the year ended 31^st March 2016 was Rs. 21432.63 lacs as against Rs. 18589.93 Lacs in F.Y 201415, an increase of 15.29% on a year to year basic.

Further Segment wise result of operation is as under:-

Textile Division

During the year, its revenue from operation was Rs. 21366.44 lacs including export sales of Rs 16574.67 lacs (fob) as against Rs. 18501.44 lacs including export of Rs. 14810.95 lacs in previous year, growth of 15.49 %. The division has performed well during the year under review.

Agency Division

During the year the agency division has sold HDPE/LLDPE Granules 16146.45 Mt. amounting to Rs. 16798.67 lacs in comparison of 21846 Mt. amounting of Rs. 25581 lacs and earned commission of Rs. 66.19 lacs as compared to last year Rs. 88.43 Lacs only due to plant of Gail was under maintenance about 2 months.

Garment Division

Garment division is doing 100% Job work for Textile Division.

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the business of the Company during the financial year 2015-16.

DIVIDEND

In order to conserve the resources of company the directors are not recommending any dividend.

AMOUNTS TRANSFERRED TO RESERVES

During the Financial year 2015-16, company has received capital subsidy under TUFF Scheme Rs. 446.44 lacs (Net of withdrawal), which added in capital reserve and Rs. 926.90 lacs transfer to surplus account.

INVESTOR EDUCATION AND PROTECTION FUND

There was no unclaimed / unpaid dividend, hence the company is not required to transfer any amount to Investor Education and Protection Fund (IEPF) pursuant to sections 124 and 125 of the Companies Act, 2013 and other applicable provisions.

SHARE CAPITAL

There was no any change in share capital of the company during the financial year 2015-16.

MATERIAL CHANGE AND COMMIETMENTS

No material changes have occurred and commitments made, affecting the financial position of the company, between the end of the financial year of the company and the date of this report.

There is no order passed by any regulator or court or tribunal against the company, impacting the going concern concept or future operations of the company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The company’s internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks with best practices in the industry. The internal audit is entrusted to M/s. Arpit Vijay & Co, Chartered Accountants. The Internal Auditor of the company conduct the audit on regular basis and Audit Committee actively review the Internal Audit Report. The Management with Audit Committee periodically reviews the Internal Control System and procedure for the efficient conduct of the business.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

On the recommendation of Nomination and Remuneration Committee, the Board appointed Mr. Radhey Shyam Gemini, as an Additional Director of the company with effect from November 09, 2015, who shall hold office up to the Annual General Meeting, and is eligible for appointment as Director as provided under the Articles of Association of the Company. The Company has received notice under Section 160 of the Companies Act, 2013 from a member signifying his intention to propose the candidature of Mr. Radhey Shyam Gemini for the office of Independent Director.

As per the provisions of the Companies Act, 2013, Mrs. Savitri Kandoi will retire by rotation at the ensuing AGM and being eligible offered herself for re-appointment. The Board recommends her re-appointment.

Mr. Nitin Jaipuria, who was appointed as the Independent Director of the company on July 13, 2009 has resigned from the Board on November 06, 2015. The Board of Directors records their appreciation for the services rendered by Mr. Nitin Jaipuria during his tenure.

Ms. Navita Khunteta, who was the Company Secretory of the company on July 10, 2014 has resigned from the Company on February 04, 2016. The Board of Directors records their appreciation for the services rendered by Ms. Navita Khunteta during his tenure.

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

MEETINGS OF THE BOARD OF DIRECTORS

During the year 2015-16, the Eight Board meetings were conveyed and held on 16/04/2015, 18/04/2015, 26/05/2015, 30/05/2015, 14/08/2015, 23/09/2015, 09/11/2015 & 13/02/2016. Other details pertaining to attendance at the meeting and sitting fee/ commission/ remuneration paid to them at the meeting are given in Corporate Governance Report attached with this Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

EVALUATION OF THE BOARD''S PERFORMANCE

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

The Company has prepared an annual performance evaluation policy for performance evaluation of Independent Directors, Board and the Committees.

Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. More details on the same are given in the Corporate Governance Report.

CREDIT RATING

ICRA has assigned a long-term rating of ICRA BBB (pronounced ICRA Triple B) and short-term rating of ICRA A3 (ICRA A three Plus) vide letter dated 30.5.2016.ICRA BBB this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk. ICRA] A3 Instruments with this rating are considered to have moderate degree of safety regarding timely payment of financial obligations.

LISTING STATUS

Shares of the Company are listed on the Bombay Stock Exchange.

SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES

The company does not have any subsidiary/associate/joint venture.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee constituted under section 178 of companies Act, 2013 comprises of Mrs. Savitri Kandoi as Chairman and Mr. Gauri Shanker Kandoi and Mr. Manish Singhal as members. The details of term of reference of the Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee constituted under section 177 of companies Act, 2013 comprises of Mr. Kamlesh Sharma as Chairman and Mr. Rameshwar Pareekand Mr. Raj Kumar Agarwal as members. The details of term of reference of the Audit Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

VIGIL MECHANISM

The Company has formulated a vigil mechanism (whistle blower policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013 and Regulation 22(1) of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015. This vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.kgpetro.in.

CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the CEO & Whole Time Director is attached as Annexure ''I'' which forms a part of this Report. The Code of Conduct is available on the Company''s website www.kgpetro.in

HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFETY

During the year the Company had cordial relations with workers, staff and officers. The shop floor management is done through personal touch, using various motivational tools and meeting their training needs requirements. The company has taken initiative for safety of employees and implemented regular safety audit, imparted machine safety training, wearing protective equipment''s etc.

The Company believes in empowering its employees through greater knowledge, team spirit and developing greater sense of responsibility. There were 842 regular employees as at March 31, 2016.

DISCLOSURE UNDER SEXUAL HARSSEMET OF WOMEN AT WORK PLACE (PREVENTATION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has setup an internal complaints committee to redress complaints regarding sexual harassment. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure ''II''.

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

EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3)(a) of the Companies Act, 2013 read with Companies(Management and Administration) Rules, 2014 as prescribed in Form No. MGT-9 is given in Annexure ''III''.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. During the Year, the company has not entered into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the company on materiality of related party transaction, hence Form no. AOC-2 is not applicable to the company.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135(5) of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and schedule VII of the Companies Act, 2013, Corporate Social Responsibility Committee comprises of Mr. Gauri Shanker Kandoi as the Chairman and Mr. Manish Singhal and Mr. Raj Kumar Agarwal as the members.

The committee has decided the activities to be undertaken by the company and the expenditures to be incurred on the same and recommended the same to the board thereafter the board approved the CSR policy. The other detail related to CSR is given in Annexure- IV.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information on conversation of energy, technology absorption , foreign exchange earnings and out go pursuant to sec. 134 of the Companies Act, 2013 read with Rule of the Companies (Accounts)Rules, 2014 is given in “Annexure V” of the report.

CORPORATE GOVERNANCE

A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report as Annexure ''VI'' and the Certificate from M/s Sandeep Kumar Jain and Associates, Practicing Company Secretaries confirming compliance with the requirements of Corporate Governance as stipulated in Schedule V of sEbI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is annexed as Annexure ''VII''.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report, as required by Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given in Annexure ''VIII''.

STATUTORY AUDITORS AND REPORT THEREON

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, R Sogani & Associates, Chartered Accountants, (FRN 018755C) was appointed as statutory auditors of the Company from the conclusion of the thirty forth annual general meeting (AgM) of the Company held on September 27, 2014 till the conclusion of the thirty-ninth annual general meeting to be held in the year 2019, subject to ratification of their appointment at every AGM. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of R Sogani& Associates, Chartered Accountants, as statutory auditor of the Company is placed for ratification by the shareholders.

Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, that their re-appointment, would be within the limits laid down by the Act and that they are not disqualified for such re-appointment under the provisions of applicable laws

The observation of the Auditors in their report read with relevant notes on the accounts, as annexed are self-explanatory and need no elaboration.

SECRETARIAL AUDIT AND REPORT

According to provision of the section 204 of the Companies Act 2013 read with rule 9 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report Submitted by M/s Arms & Associates LLP, Practicing Company Secretaries ,for the financial year ended 31st March, 2016 is annexed herewith for your kind perusal and information. (Annexure -IX)

COST AUDIT

As per Sub Rule (3) of Rule 4 of Companies (Cost Records & Audit), Rules, 2014, Cost Audit for the FY 2015-16 is not applicable on the company as the export turnover of the company is more than 75% of its total turnover.

LOANS, GUARANTEES AND INVESTMENTS U/s 186.

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable for the F.Y. 2015-16.

DEPOSITS

Your company has not accepted any deposit and accordingly no amount was outstanding as at the Balance Sheet date.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2016, 92.45% of the share capital stands dematerialized.

CAUTIONARY STATEMENT

Statements in this report, describing the Company’s objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations. Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-Booking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(d) The directors had prepared the annual accounts on a going concern basis; and

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

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

APPRECIATION

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

For and on behalf of the Board of Directors

KG Petrochem Limited

Date: 13.08.2016 Manish Singhal Gauri Shanker Kandoi

Place: JAIPUR Director CMD

DIN NO. : 00120232 DIN NO. : 00120330

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Mar 31, 2014

Dear Members,

The Directors are pleased to present their 34rd Annual Report together with the Audited Statement of Accounts for financial year ended on 31st March 2014.

FINANCIAL RESULTS

The Financial performance of the Company for the year ended March 31, 2014 is summarized below:-

Particular F.Y 2013-14 F.Y 2012-13 (Rs. In lacs) (Rs. In lacs)

Sales/Income from operation 15104.95 12140.32

Add :Other Income 265.06 298.57

Less: Total Expenditure 13069.58 10667.32 (Including variation in Stock )

Profit before Interest, Depreciation & Tax 2300.43 1771.57

Less : Financial Expenses 577.43 594.97

Profit before Depreciation & Tax 1723.00 1176.59

Less : Depreciation 745.49 701.38

Add : Withdrawal from Capital Reserve 19.82 16.71

Provision for Tax (Including Deferred Tax) 312. 12 158.42

Profit after Tax 685.21 333.51

DIVIDEND

In order to conserve the resource of the company, your Directors express their inability to recommend a dividend for the financial year ended on 31st March, 2014.

RESULT OF OPERATIONS:

During Financial the year under review, The Company was able to improve its performance in revenues from operations. During Financial Year 2014, the company has performed reasonably well and grew its revenues. The revenue from operation of the company for the year ended 31st March 2014 was Rs. 15104.95 lacs as against Rs. 12140.32 lacs in F.Y. 2012-13, an increase of 24.42 % on a year to year basis. Profit after tax was Rs. 685.21 lacs as against Rs. 333.51 lacs in previous year.

Further Segment wise result of operation is as under:-

Textile Division:- During the year under review, its revenue from operations was Rs. 15004.84 lacs including export sales of Rs. 10835.35 lacs (FOB) as against Rs. 12026.17 lacs including export of Rs. 7095.65 lacs (FOB) in previous year, growth of 24.77 %. The division has performed well during the year under review. The division had also achieved its level of exports (FOB) which were higher by 52.70% at Rs. 10835.35 lacs as against Rs. 7095.65 lacs FY 2012-13. Modernization and Technology Up-gradation programme continue at unit to maintain competitiveness and achieve better quality.

Agency Division- The division has sold HDPELLDPE Granules 24679.347 Mt. amounting to Rs. 27456.93 lacs in comparison of 19151.00 Mt. amounting to Rs. 18317.81 lacs and earned commission of Rs. 100.11 lacs as compared to last year Rs. 77.21 lacs.

Garment Division: To given strength and support to textile division, garment division is still doing job work for textile division.

PERSONNEL

During the year under review, industrial relations continue to be cordial. The Board wishes to place on record its appreciation for the valuable services rendered by the entire work force, during the year under review, achieved good quality production.

There were no employees whose remuneration was in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Ramesh Chand Maheshwari, Director shall retire by rotation at the forthcoming Annual General Meeting and being, eligible offer himself for reappointment.

During the period Mrs. Prity Singhal has resigned from the board and Mrs. Savitri Kandoi was appointed as Additional Director with effect from 10.07.2014 under Section 161(1) of the Companies Act, 2013 and liable to hold office upto the ensuing Annual General Meeting. The Company has received necessary notice under Section 161(1) of Companies the Act, 2013 from a member proposing her appointment and the resolution for her appointment shall be placed at the annual general meeting for the approval of members Brief resume of the above appointee Director is given in the Corporate Governance Report forming part of the Annual Report.

The Company has received requisite notices in writing from members proposing Shri Nitin Jaipuria, Shri Rameshwar Pareek, Shri Kamlesh Sharma and Shri Raj Kumar Agarwal for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Management continuously reviews the internal control systems and procedure for the efficient conduct of the company''s business. The Internal Auditors of the company conducts the audit on regular basis and the audit committee actively reviews internal audit reports and effectiveness of internal control systems.

AUDITORS & AUDITOR''S REPORT

The Company''s Auditors, M/s. R Sogani & Associates, Chartered Accountants, who are statutory auditor of the company hold office upto the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the company for the Financial Year 2014-15. As required under provision of the Section 141 (3) (g) of the Companies Act, 2013, the company has obtained written confirmation from M/s. R Sogani & Associates that their appointment if made, would be in conformity with the limits specified in the said Section.

PUBLIC DEPOSITS:

During the year, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:-

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

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as at 31st March, 2014 and of the profit of the Company for the year;

3. 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; and

4. That the annual accounts were prepared on a ''going-concern'' basis.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report gives a detailed account of your Company''s operations and the market in which it operates are separately given in the Annual Report and forms part of the Director Report.

CORPORATE GOVERNANCE

Your Company continues to be committed to good corporate governance and ethical corporate practices. A separate Report on Corporate Governance on compliance with the conditions of Corporate Governance as per Clause 49 of the Listing Agreement with Stock Exchanges is provided as part of this Annual Report.

COST AUDITORS:

The Cost Audit Report for the financial year 2012-13 was filed with Ministry of Corporate Affairs on October 23, 2013. The cost audit report for the year 2013-14 is in under process and will be filed in due course.

COMPLIANCE REPORT

Towards, company''s commitment to transparency and due compliance of applicable laws, the Board is pleased to enclose compliance report in annexure "A" for the year 2013-2014 as a part of the Director Report.

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

Information in accordance with Sec. 217(1)(e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rule,1988 is given in Annexure ''B'' forming part of this report.

APPRECIATION

Your Directors would like to express their appreciation for the assistance and co operation received from Central and State Government Authorities, Regulatory Bodies, Banks. The Board also recognized the contribution of the esteemed customers, vendors, bankers and business associates in the growth of the Company.

The Director also wish to acknowledge the committed and dedicated team of KG Petrochem whose unstinted hard work, efforts and ideas have taken the Company on a path of steady growth and Development. We take this opportunity to thank the employees for their contribution to the growth and success of your company. We would also like to thank all other stakeholders and business associate for their report.

For and on behalf of the Board

Place:JAIPUR (G. S. Kandoi) (Manish Singhal) Date : 10th July, 2014 Managing Director Director

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Mar 31, 2013

Dear Shareholders,

The directors are pleased to present their 55th Annual Report and audited accounts for financial year ended on 31st March, 2013.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2013 is summarized below:-

(Rs. in Lacs)

Particulars 2012-2013 2011-2012 Sales/income from operation 12140.32 9704.62

Other Income 298.57 127.94

Less: Total Expenditure 10667.32 8219.33

(Including variation in stock) Profit before Interest, Depreciation & Tax 1771.57 1613.23

Less : Financial Expenses 594.97 588.91

Profit before depreciation & Tax 1176.60 1024.32

Less : Depreciation 701.38 669.36

Add : Withdrawl from Capital Reserve 16.71 15.02

Provision for Taxation (including Defferred Tax) 158.42 119.11

Profit/(Loss) after Tax 333.51 250.87



DIVIDEND

In order to conserve the resource of the company, your Directors express their inability to recommend a dividend for the financial year ended on 31st March, 2013.

RESULT OF OPERATIONS:

During the year under review, The Company was able to improve its performance in revenues from operations. Despite of challenging environment, the company has performed reasonably well and grew its revenues. The revenue from operation of the company for the year ended 31st March 2013 was Rs.12140.32 lacs as against Rs.9704.62 lacs in FY 2011-12, an increase of 25.10% on a year on year basis. Profit aftertax was Rs.333.51 lacs as against Rs.250.87 lacs in previous year..

Further Segment wise result of operation is as under- Textile Division:- During the year under review, its revenue from operations was Rs.12026.17 lacs including export sales of Rs. 7095.65 lacs (FOB) as against Rs. 8995.22 lacs including export of Rs. 4921.15 lacs (FOB) in previous year, growth of 33.70 %.The division has performed well during the year under review. The division had also achieved its level of exports (FOB) which were higher by 44.19% at Rs.7095.65 lacs as against Rs. 4921.15 lacs FY 2011-12.

Agency Division- The division has sold HDPELLDPE Granules 19151Mt. amounting to Rs.18317.81 lacs in comparison of 20911 Mt. amounting to Rs.17470.00 lacs and earned commission of Rs.77.21 lacs as compared to last year Rs. 85.51 lacs.

Woven Sacks Division:- During the year under review, its revenue from operations was Rs. 36.77 lacs only in comparison to previous yearRs. 623.89 lacs. Now the company completely phased out woven sacks division.

Garment Division: The division is in initial stage and presently doingjob work of textile division.

NETWORTH

The year saw your Company''s Net worth growing from Rs. 2058.42 lacs in the previous year to Rs. 2415.84 lacs as on 31st March, 2013.

PERSONNEL

During the year under review, industrial relations continue to be cordial. The Board wishes to place on record its appreciation for the valuable services rendered by the entire work force, during the year under review, achieved good quality production.

There were no employees whose remuneration was in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Nitin Jaipuria & Mr. Rameshwar Pareek, Directors, who retire by rotation at the forthcoming Annual General Meeting and being, eligible offer themselves for reappointment.

Mr. Raj Kumar Agarwal and Mrs. Prity Singhal were appointed as Additional Directors with effect from 17/06/2013 under Section 260 of the Act and liable to hold office upto the ensuing Annual General Meeting, being eligible offers them for re-appointment. The Company has received necessary notice under Section 257 of the Act. Board of Directors recommends their appointment.

Further the Board in its meeting held on 17.06.2013 appointed, Mrs.Prity Singhal as Executive Director (Whole time Director), subject to the approval of shareholders in their ensuing Annual General Meegting for three years.

Brief resume of the above appointee Directors are given elsewhere in the Annual Report.

DIRECTORS''RESPONSIBILITY STATEMENT:

In terms of section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:-

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

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as at 31st March, 2013 and of the profit of the Company forthe year;

3. 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 preventingand detecting fraud and other irregularities; and

4. That the annual accounts were prepared on a going-concern basis.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Reports on Corporate Governance and Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement are separately given in the Annual Report and forms part of the Director Report.

INTERNAL CONTROL SYSTEM ANDTHEIRADEQUACY

The Management continuously reviews the internal control systems and procedure for the efficient conduct of the company''s business. The Internal Auditors of the company conducts the audit on regular basis and the audit committee actively reviews internal audit reports and effectiveness of internal control systems.

AUDITORS & AUDITOR''S REPORT

The Company''s Auditors, M/s. P.C Modi & Co. Chartered Accountants, who are statutory auditor of the company hold office upto the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the company for the Financial Year 2013-14. As required under provision of the Section 224 (IB) of the Companies Act, 1956, the company has obtained written confirmation from M/s. P.C Modi & Co. that their appointment if made, would be in conformity with the limits specified in the said Section.

COST AUDITORS

The Cost Audit Report for the financial Year 2011-12, which was due to be filed with Ministry of Corporate Affairs on February 2013, was filed on 29.01.2013 by M/s. Chittora & Co; Cost Accountants. The Cost Audit Report for the year 2012-13 is under process and will be filed before the due date.

PUBLIC DEPOSITS:

During the year, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956.

COMPLIANCE REPORT

Towards, company''s commitment to transparency and due compliance of applicable laws, the Board is pleased to enclose compliance report in annexure "A" for the year 2012-2013 as a part of the Director Report.

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

Information in accordance with Sec. 217(l)(e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rule,1988 is given in Annexure ''B'' forming part of this report.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co operation received from Central and State Government Authorities, Regulatory Bodies, Banks. The Board also recognized the contribution of the esteemed customers, vendors, bankers and business associates in the growth of the Company.

The Director also wish to acknowledge the committed and dedicated team of KG Petrochem whose unstinted hard work, efforts and ideas have taken the Company on a path of steady growth and Development. We take this opportunity to thank the employees for their contribution to the growth and success of your company. We would also like to thank all other stakeholders and business associate fortheir report.

For & on behalf of the Board of Director

Place:JAIPUR (G.S Kandoi)

Date : 17th June, 2013 Chairman

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Mar 31, 2012

The directors are pleased to present their 32nd Annual Report and audited accounts for financial year ended on 31st March, 2012.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2012 is summarized below:-

(Rs. in Lacs) Particulars 2011-2012 2010-2011

Sales/income from operation 9704.62 7976.80

Add : Other Income 127.94 118.70

Less: Total Expenditure 8219.33 7058.21 (Including variation in stock)

Profit before Interest, Depreciation & Tax 1613.23 1037.29

Less : Financial Expenses 588.91 351.64

Profit before depreciation & Tax 1024.32 685.65

Less : Depreciation 669.36 567.41

Add : Withdrawl from Capital Reserve 15.02 41.94

Provision for Taxation (including Defferred Tax) 119.11 62.11

Profit/(Loss) after Tax 250.87 98.07

RESULT OF OPERATIONS

During the year under review the company was able to improve its performance in revenues from operations. Despite of challenging environment, the company has performed reasonably well and grew its revenues. The revenue from operation of the company for the year ended 31st March 2012 was Rs.9704.62 lacs as against Rs.7976.80 lacs in FY 2010-11, an increase of 21.66% on a year to year basis. Profit after tax was Rs.250.87 lacs as against Rs.98.07 lacs in previous year.

Further Segment wise result of operation is as under:-

Textile Division:- During the year under review, its revenue from operations was Rs. 8995.22 lacs including export sales of Rs. 4921.15 lacs (FOB) as against Rs 7239.57 lacs including export of Rs 2652.22 Lacs (FOB) in previous year, growth of 24.25 %.The division has performed well during the year under review. The division had also achieved its record level of exports (FOB) which were higher by 85.55% at Rs.4921.15 lacs as against Rs.2652.23 lacs FY 2010-11. Due to increase in demand of embroidered Towel, Company has decided to add more embroidery machine along with other Machineries.

Agency Division- The division has sold HDPE/LLDPE Granules 20911 MT amounting to Rs.17470 lacs in comparison of 16325 MT amounting to Rs. 12325 lacs and earned commission of Rs. 85.51 lacs as compared to last year Rs. 68.68 lacs.

Woven Sacks Division:- During the year under review, its revenue from operations was Rs. 623.89 Lacs in comparison to previous year Rs.668.55 Lacs i.e. decreased 6.68%. During the current financial year the company completely closed manufacturing activities of the division.

New unit: Looking at the market scenario and demand of terry garment, Board has decided to start up a new unit namely MANTIKA GARTEX at Jaipur, as woven sack division has been closed. The unit will start commercial production from November 2012 onwards.

NET WORTH

The year saw your Company's Net worth growing from Rs. 1792.28 lacs in the previous year to Rs. 2058.42 lacs as on 31st March, 2012.

PERSONNEL

During the year under review, industrial relations continue to be cordial. The Board wishes to place on record its appreciation for the valuable services rendered by the entire work force, during the year under review, achieved good quality production.

There were no employees whose remuneration was in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIVIDEND

In order to conserve the resource of the company, your Directors express their inability to recommend a dividend for the financial year ended on 31st March, 2012.

DIRECTORS: In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Amar Chand Gupta who retire by rotation at the ensuing AGM has tendred his unwillingness to be continiued a director with effect from 18.07.2012 for reappointment.

The Company has received notice under section 257 of Companies Act,1956 from a member along-with his deposit of Rs. 500/- signifying the intention to propose Mr. Kamlesh Sharma as Independent Director of the company whose period of office is liable to retire by rotation.

Further the board in its meeting held on 21.06.2012 recommended for reappointment of Mr. G.S.Kandoi, as Chairman Cum Managing Director and Shri Manish Singhal as Executive Director subject to approval of Shareholders in their ensuing Annual General Meeting, w.e.f. 30.07.2012 respectively for further period of three years.

Brief resume of the above appointee Directors are given elsewhere in the Annual Report.

DIRECTORS'RESPONSIBILITY STATEMENT:

In terms of section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under-

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

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as at 31st March, 2012 and of the profit of the Company for the year;

3. 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; and

4. That the annual accounts were prepared on a going-concern basis.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Reports on Corporate Governance and Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement are separately given in the Annual Report and forms part of the Director Report.

INTERNAL CONTROL SYSTEM ANDTHEIR ADEQUACY

The Management continuously review the internal control systems and procedure for the efficient conduct of the company's business. The Internal Auditors of the company conducts the audit on regular basis and the audit committee actively reviews internal audit reports and effectiveness of internal control systems.

AUDITORS & AUDITOR'S REPORT

The Company's Auditors, M/s. Kalani and Co., Chartered Accountants, Jaipur who retire at the ensuing AGM, have express their unwillingness to be reappointed as Auditor of the company.

A Special notice in terms of provision of Section 190 of the Companies Act, 1956 read with section 225 of the Act has also been received from share holders of the company for the appointment of new auditor M/s. P.C Modi & Co., Chartered Accountants in place of the retiring auditors M/S Kalani &Co., Chartered Accountant from the conclusion of ensuing AGM. M/s. P.C Modi has confirmed their eligibility under section 224 of the Companies Act, 1956 for appointment as Auditors of the company.

The auditor report is self explanatory and their observation have been substantial dealt with the notes to the accounts and do not require any further clarification.

COST AUDITORS

As per order no. F.No. 52/26/CAB-2010 dated 24.01.2012 issued by Ministry of Corporate Affairs (Cost Audit Branch ) it is necessary for the company to appoint the Cost Auditor for the financial year 2012-13.

On the recommendation of the Audit committee, the Board of Directors of the Company in their meeting held on 21.06.2012 has appointed M/s Chittora & Co., Cost Accountant as Cost Auditor of the Company to audit the cost record of the company for the financial year 2012-13.

PUBLIC DEPOSITS: During the year, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956.

COMPLIANCE REPORT

Towards, company's commitment to transparency and due compliance of applicable laws, the Board is pleased to enclose compliance report in annexure "A" for the year 2011-2012 as a part of the Director Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

Information in accordance with Sec. 217(l)(e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rule,1988 is given in Annexure 'B' forming of this report.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co operation received from Central and State Government Authorities, Regulatory Bodies, Banks. The Board also recognized the contribution of the esteemed customers, vendors, bankers and business associates in the growth of the Company.

The Director also wish to acknowledge the committed and dedicated team of KG Petrochem whose unstinted hard work, efforts and ideas have taken the Company on a path of steady growth and Development. We take this opportunity to thank the employees for their contribution to the growth and success of your company. We would also like to thank all other stakeholders and business associate fortheir report.

For & on behalf of the Board of Director

Place: JAIPUR (G.S Kandoi)

Date : 21st June, 2012 Chairman

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Mar 31, 2010

The Directors take great pleasure in presenting their 30th Annual Report on the business and operations of the Company and the audited financial statements for the year ended March 31,2010

The facts and figures presented before you reflect more than just your Companys financial performance. You will also find results of your company, managements effort to take your company from strength to strength even in this highly competitive and volatile market, producing better returns in turn.

FINANCIAL RESULTS

(Rs. in Lacs)

2009-2010 2008-2009

Sales/income from operation 6189.79 5507.09

Other Income 70.66 62.20

Total Expenditure

(Including variation in stock) 5447.20 4535.33

Profit before Interest,

Depreciation & Tax 813.25 1033.96

Financial Expenses 133.16 157.43

Extraordinary Item 126.00 0.00

Profit/(Loss ) before depreciation & Tax 554.09 876.53

Depreciation 439.52 415.37

Provision for Taxation 16.04 267.35

Profit/(Loss) after Tax 98.53 193.81

Profit & Loss brought forward 898.77 704.97

Balance Carried to Balance Sheet 997.30 898.78



RESULT OF OPERATIONS

During the year the company was able to improve its performance in terms of sales, specially in Textile Division & Agency Division. The overall total income from operation had increased from Rs.5507.09 lacs to Rs.6189.79 lacs, a growth of 12.40% over the previous financial year. The Net Profit aftertax decreased from Rs 193.81 lacs to Rs.98.53 lac The decrease in the income mainly due to derivative loss and loss of health care division.

Further Segment wise result of operation is as under-Woven Sacks Division:- During the year under review, it has achieved turnover of Rs. 829.28 lacs in comparison to previous year Rs.1004.26 Lacs i.e. decreased 17.42%

Agency Division:- It earned commission of Rs. 39.77 lacs as compared to last year Rs. 34.59 lacs. The div. earned a profit of Rs.53.38 lacs as compared to previous year Rs.68.59 lacs.

Health Care Division:- The division has not achieved good performance during the year under review. It has achieved Income from operations of Rs. 22.45 lacs only in comparison to previous year Rs. 45.05 lacs i.e. decreased of 50.17%

Textile Division:- During the year under review, it has achieved income from operation of Rs. 5363.27 lacs including export sales of Rs. 2985.11 lacs as against Rs.4517.79 lacs including export of 2089.90 in previous year, growth of 18.71%.

The Company has diversified its business into four largely independent Division i.e Agency, Healthcare, Textile and Woven Sacks Division. While Health care Division phased out Completely and woven sacks is under process to phase out and Company full concentration is shifted towards textile division and agency division with a view to improve and strengthen its productivity and quality.

NET WORTH

Your company continued to perform creditability in 2009-2010, as well. The year saw your Companys Net worth growing from Rs. 1582.82 lacs in the previous year to Rs.1682.07 Lacs as on 31 st March, 2010.

MANUFACTURING AND QUALITY INITIATIVES

The Company follows the best practices for process/quality excellence. The Company also follows process/quality improvement methodologies.

In textile division your company could process 2452.97 MT yam during 2009-10 in comparison to 1971.848 MT yarn during 2008-09. The management is confident to maintain its present performance in future.

In woven sacks division your company could process 663.30 MT polymers during 2009-10 in comparison to 1180.075 MT polymers during 2008-09,as the main plant and machinery has been disposed off.

LABOUR RELATION

During the year under review, the labour relations remained satisfactory. The relations with the labours are cordial and all the workers, during the year under review, achieved good quality production.

EXPORT

The company is making efforts to export its terry towel products. This product is highly sophisticated and will enhance companys creditability in the international market. During the year under review the company made an export of its product worth Rs.2985.106 Lacs against Rs 2089.90 lacs in the year 2008-09.

DIVIDEND

Your Directors are unable to recommend any dividend during the year under review to conserve funds for expansion/diversification in new business

PROJECTS AND EXPANSIONS

Your Director are happy to report that during the year, steady progress has been made in all the ongoing expansion. In the current financial year 2010-11 would witness completion of second phase of Terry towel Division. The long term out look for terry towel is encouraging. The Company continued its emphasis on technology up gradation, modernization and product & market development. Its quality is well established and accepted in the international market. The Company started the production of embroidery terry towel which are fetching higher price realization.

As discussed in the previous annual general meeting, with the utmost zeal, the management of your company had started expansion of textile division from 3000 MTPA capacity to 6000 MTPA capacity. IDBI has sanctioned term loan of Rs.2750 lacs for the project The expansion of 1st phase almost completed and second phase expansion will be completed in the second quarter of year., and The Commercial production from the 1st phase started in the month of march 2010

The companys increased production capacity by upgraded technology and plant and machinery and product diversification upcoming with a new product shall result in improving the bottom line and company will perform better during current financial year.

DIRECTORS

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rameshwar Pareek retire by rotation at the ensuing AGM and is eligible for re-appointment and being eligible offer himself for reappointment. In the Annual General Meeting held on 23.09.09 Mr. Nitin Jaipuria was confirmed as Director of the Company,

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:-

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

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as at 31st March, 2010 and of the profit of the Company forthe year.

3. 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.

4. That the annual accounts were prepared on a going-concern basis.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Reports on Corporate Governance and Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement are separately given in the Annual Report and forms part of the Director Report.

COMMITTEES OF THE BOARD

There are following committees of the Board of Directors of the Company:-

Audit Committee

Remuneration Committee

Investor Grievance Committee

Share Transfer Committee

Finance Committee

The detailed report on the Committees, its constitution, its role/functions etc. forms part of the corporate governance report.

INTERNAL CONTROL SYSTEM

Your company maintains adequate internal control systems, which provide among other things, reasonable assurance of recording its operation in all material respect and regards against any misuse or loss of the companys assets. The Company has an internal audit team with professionally qualified financial personnel which conduct periodic audits of all businesses to maintain a proper system of checks and control.

AUDITORS

The Companys Auditors, M/s. Kalani and Co., Chartered Accountants, who retire at the ensuing AGM, and being eligible, offer themselves for re-appointment, to hold office from the conclusion of this meeting until the conclusion of the next annual general Meeting, Certificates from the Auditors has been received to the effect that their reappointment, if made .would be within the limit prescribed under section 224(1 B) of the companies act, 1956.

AUDITORSREPORT

The auditor report is self explanatory and their observation have been Substantial dealt with the notes to the accounts and do not require any further clarification

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration was in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PUBLIC DEPOSITS

Company deposit accepted by the company are after complying with the provision of section 58A and 58AA of companies Act, 1956 and rules frame there under.

COMPANY SECREATARY CUM COMPLIANCE OFFICER

Mr. Vimal Tank has been appointed as Company Secretary with effect from 17th February, 2010 and also designated as Compliance Officer as per listing requirement with effect from 29th May,2010

COMPLIANCE REPORT

Towards, companys commitment to transparency and due compliance of applicable laws, the board is pleased to enclose compliance report in annexure "A" for the year 2009-2010 as a part of the Director Report.

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

Information in accordance with Sec.217(1)(e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988 is given in Annexure B forming of this report.

FORWARD LOOKING STATEMENTS

This report including Report on Corporate Governance, Management Discussion & Analysis contains forward-looking statements that involve risks and uncertainties. Your company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these statements.

ACKNOWLEDGEMENTS

The Board of Directors thanks the Companys customers, vendors, bankers and business associates for their support and assistance. The Company also expresses its gratitude to the DGFT, Ministry of Textile and various Governmental departments and organizations for their help and co-operation.

The Board places on record its appreciation to all the employees for their dedicated service. The Board appreciates and values the contributions made by every member and is confident that with their continued support the Company will achieve its objectives and emerge stronger in the coming years.

The Director also wish to acknowledge the committed and dedicated team of KG Petrochem whose unstinted hard work, efforts and ideas have taken the Company on a path of Steady growth and Development. We take this opportunity to thank the employees for their contribution to the growth and success of your company. We would also like to thank all other stakeholders and business associate for their report.

For and on behalf of the Board of Directors

Place:JAIPUR (G. S. Kandoi)

Date. 29,th MAY 2010 Chairman