Directors Report of KMF Builders & Developers Ltd.

Mar 31, 2024

Your Directors, with great pleasure present the 29th Annual Report together with the audited statement of accounts
for the financial year ended 31st March, 2024

1. FINANCIAL RESULTS

PARTICULARS	(Fig in Rs.) 2023-24	(Fig in Rs.) 2022-23
Income	20,11,10,570.00/-	2,35,98,150.14/-
Expense	19,45,71,900.00/-	1,88,88,600.01/-
Profit(before tax)	65,38,670.00/-	47,09,549.13/-
Tax Expense	17,46,840.00/-	16,05,328.00/-
Profit/(loss) for the period	47,91,830.00/-	31,04,221.13/-
Other Comprehensive income	-	-
Total Period for the year	47,91,830.00/-	31,04,221.13/-

2. DIVIDEND

In view of the business condition, during the year the Board of Directors of your Company regret their inability to
recommend any dividend for the year ended on 31 st March, 2024.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for theFinancial Year 2023-2024

4. TRANSFER OFUNPAID AND UNCLAIMED AMOUNT TO II PI

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend and Refund of Share application
Money due for refund which remains unpaid or unclaimed for a period of seven years from the date of its transfer to
unpaid dividend/ unclaimed account is required to be transferred by the Company to Investor Education and Protection
Fund (IEPF), established by the Central Government and there provisions of Section 125 of the Companies Act, 2013.
During the year, no amount was due for transfer to IEPF.

5. DEPOSITORY SYSTEM

Your Company''s equity shares are available for dematerialization through National Securities Depository Limited and
Central Depository Services (India) Limited. As on March 31, 2024, 88.00% of the equity shares of the Company were
heldin dematerializedform.

6. CHANGESIN THE NATURE OFBUSINESS

There has been no change in thenature of the business of the Company during theFinancial Year 2023-2024

7. MATERIAL CHANGES AND COMMITMENTS

There werenomaterial changes and commitments that occurred subsequent to the end of the financial year till the date of
this report, which affects the financial position of the Company.

8. CHANGE IN SHARE CAPITAL

There is no change in share capital structure ofthe Company during the financial Year 2023-2024

9. FIXED DEPOSITS

The company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India
and the provisions of Section 73 to 76 ofthe Companies Act, 2013 and other relevant provisions ofthe Companies Act,
2013 and the rules framed there under apply

10. HUMANRESOURCESDEVELOPMENT

Many initiatives have been taken to support business through organizational efficiently, process change support and
various employee engagement programs which has helped the Organization to achieve higher productivity level. A
significant effort has also been undertaken to develop leadership as well as functional capacities in order to meet future
talent requirement.

The Company''s HR process such as hiring and on-boarding, fair transparent on line performance evaluation and talent
management process, state-of-the-art workmen development process and market assigned policies have been seen as
benchmark practice in the Industry. The Employees are encouraged to express their views and are empowered to work
independently. TheEmployees are given the opportunity to learn through various small project which make them look at
initiatives from different perspectives and thus provide them with the platform to become result oriented. The
Management of the Company enjoy cordial relation with its employees at all levels. The Board of Directors wish to place
its highest appreciation for the contribution made by all the employees in achieving growth of the Company.

11. SUBSIDIARY COMPANIES

The Company does not have any Subsidiary Company.

12. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the corporate
governance requirements as set out by Securities and Exchange Board of India. The report on Corporate Governance for
the financial year ended March 31, 2024, as per regulation 34(3) read with Schedule V oftheSEBI(Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms apart of this Annual Report. The requisite Certificate from the
Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to
this Report. Although this is not applicable to company

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is covered under Ann ex ure A which
forms part of this report.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) the Act, and based on the representations received from the management,
the directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable
accounting standards have been followed along with proper explanation relating tomaterial departures.

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 affairs of the Company as at March 31,
2 024 and of the profit of the Company for the year ended on March 31,2 024.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial year ended March 31,2 024 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 ad equate and have been opera ting efficiently.

vi. They have devised proper systems to ensure compliance with provisions of all applicable laws and that such
systems were adequate and operating effectively.

15. AUDITORS

STATUTORY AUDITORS

The auditor i.eM/s. B Sreenivasa & Co., Chartered Accountants (Firm Registration No. 009287S ) were last appointed
by theMembers in theAnnual General Meeting held on 27 th September, 2022 tohold the office of statutory auditors for a
term of5 years.

For Financial Year 2023-24, there is no adverse remark or qualification in the Statutory Auditor''s Report as annexed. The
Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.

SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board appointed Mr. Deepak
Sadhu, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial
Audit Report of the Company for theFinancial Year 2023-24 is annexed to this Report.

16. AUDITOR’S AND SECRETARIAL AUDITOR’S RE PORT

Thereport of the Statutory Audi tors and Secretarial Audi tor alongwith notes to Schedules is enclosed to this Report. The
observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

17. FRAUD REPORTING:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act and Rules
framed thereunder either to the Company or to the Central Government.

18. BOARD’S RESPONSE ON THE REMARKS MADE BY STATUTORY AUDITORS AND
SECRETARIAL AUDITORS

There were no qualifications, reservations and adverse remarks made by the statutory auditors in their Audit Report and
by the Company Secretary in practice in their Secretarial Audit report.

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

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in an Annexure-1 to
this Report.

2 0. ANNUAL RETURN

In compliance with the provisions of section 134 (3)(a) of Companies Act, 2013 , the extract of Annual Return of the
company as per Sub-Section (3) of Section 92 of the act is available on the company website of the company
www.kmfbuilders.com

21. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance sheet.

22. DETAILS OFDIRECTORSORKMP’S APPOINTMENT ORRESIGNATIONDURING THE YEAR

There is ano change in director during the year;

Retirement

Mr. Kavita Chadha, Director, retires by rotation and being eligible, has offered her for re-appointment. The Board
recommends the same for your approval.

The brief resume of the Directors seeking appointment in the forthcoming Annual General Meeting, in Pursuance of
Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the
Annual General Meeting Notice.

23. DIRECTORS AND KEYMANAGERIAL PERSONNEL:

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the

Companies Act, Mrs.KavitaChadha(DIN: 03304018) will retire by rotation at the ensuing Annual General Meeting and
being eligible, offered herself for re-appointment.

Mr. Gorve Chadha (DIN: 06407884) - Executive Chairman and Managing Director, Ms. Manisha Chadha - Chief
Financial Officer andMs.PriyankaBehl- Company Secretary & Compliance Officer are the Key Managerial Personnel
of the Company as at the date of this Report. Mr. Chirag Sal aria and Mr. Mani Suresh Babu are Non Executive Directors
ofthe company.

24. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director, in accordance with Section
149(7) ofthe Companies Act, 2013, that he met the criteria of independence as laid out in sub-section (6) ofSection 149
of the Companies Act, 2013 and the Regulation 16( 1 )(B) of the SEB1 (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Board is of the opinion that the Independent Directors ofthe Company possess requisite qualifications, experience
and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real
estate industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) ofthe Companies (Appointment and Qualification of Directors) Rules, 2014, all the
independent directors have registered themselves with the Indian Institute of Corporate Affairs. Since majority ofthe
independent directors ofthe Company have served as directors or key managerial personnel in listed companies or in an
unlisted public company having a paid-up share capital ofRs. 10 crore or more for aperiod not less than 10 years, they are
not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of
Directors)Rules, 2014.

CEO /CFO CERTIFICATION:

As required by Regulation 17(8) of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, The
CEO / CFO certificate for the financial year 2023-24 has been submitted to theBoard and the copy thereof is contained in
Annual Report as Ann ex ure B.

2 5. BO ARD DIVERSITY

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated
thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical
background. The Board recognises the importance of a diverse composition and has adopted a Board Diversity Policy
which sets out the approach to diversity.

26. POLICYONDIRECTORS’APPOINTMENTANDREMUNERATION:

Thepolicy ofthe Company on directors'' appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters provided under Section 178(3) ofthe Companies Act,is
appendedasAnnexurellltothisReport

2 7. BO ARD EVALUATION

The performance ofthe whole-time Director, KMP and Senior Management Personnel is evaluated at regular intervals
(half yearly/ yearly) by the whole-time Directors/ Managing Director, as applicable. The performance evaluation of
In dependent Directors shall be done by theBoard, excluding the Director being evaluated, basis the contributions made
to the Board deliberations on various matters including business strategy, financial strategy, operations, cost and risk
management, etc., and suggestions given in this regard.

A separatemeeting ofthe indepen dent directors (“Annual ID meeting”) was convened, which reviewed the performance
of theBoard (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective
feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board''s Chairman
covering performance of the Board as a whole; performance of the non-independent directors and performance of the
Board Chairman.

Some of the key criteria for performance evaluation are as follows -
Performance evaluation ofDirectors:

♦ Attendance at Board or Committee meetings

♦ Contribution at Board or C omm i tte e m ee tin gs

♦ Guidance/support to management outsideBoard/Committee meetings

Performance evaluation ofBoard and Committees:

♦ Degree of fulfilment of key responsibilities

♦ Board Structure and composition

♦ Effectiveness ofBoard Processes, information and functioning

♦ Boardcultureanddynamics

♦ QualityofrelationshipbetweenBoardandManagement

♦ Efficacy of communication with external stakeholders

28. MEETINGS OF THE BOARD

A calendar of Meetings is prepared and circulated in advance to the Directors. The Board met seven times during the
financial year, the details of which are given in the Corporate Governance Report which is annexed and forms apart of
this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013
andtheSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

29. NUMBER OFMEETINGS OF THE BOARD:

The Board met 12 (Twelve) times in the financial year ended April 25,2023, May 30, 2023, June 15, 2023, July 25,2023,
August 14, 2023, August21,2023,October 12,2023 , November 14, 2023, December 15, 2023, January 17, 2024,
February 14,2024 and March 30,2024.

30. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company comprises of Independent and Executive members. Board Elect Mr. Chirag
Salaria as Chairman and Ms. Manisha Chadha .The Board has accepted all recommendations made by the Audit
Committee during the year.

The composition and other relevant details of other board level committees i.e. Nomination and Remuneration
Committee and Stakeholders Relationship Committee are disclosed separately in the Corporate Governance Report
which is annexed to and forms apart of this Report.

31. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors
and Senior Management of the Company. A declaration to this effect has been signed by Mr. Gorve Chadha, Managing
Director and forms part of the Annual Report.

32. PREVENTION OF INSIDER TRADING

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

33. PARTICULARS OFLOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the financial statement and areas follows:

The company has given loan ofRs. 3,96,38,632/- to M/sRGGC Builders Private Limited, the amount of loan are within
the limits prescribed under section 186(2) of the companies act, 2013

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All con tracts/arrangements/transactions entered by the Company during the financial year with related parties were in
the ordinary course of business and on an arm''s length basis. During the year, the Company has not entered into any
contract / arrangement / transaction of material nature with any of the related parties which are in conflict with the
interest of the Company. Related party disclosures are given in the notes to the financial statement.

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

During the period under review, no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company''s operations in the future.

36. ADEQUACY OFINTERNAL FINANCIAL CONTROL

The Company had laid down guidelines, policies, procedures and structure to enable implementation of appropriate
internal financial controls across the Company. These control processes enable and ensure the orderly and efficient
conduct of company''s business, including safeguarding of assets, prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and timely preparation & disclosure of financial statements.

37. RISKMANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee
oversees Company''s process and policies for determining risk tolerance and review management''s measurement and
comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous basis.

38. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independent directors as detailed in the
Corporate Go vemanceReport which forms part of the Annual Report.

39. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY
PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)

The policy of the Company on Director''s appointment and remuneration, including criteria for determining
qualifications, independence and other matters as provided under subsection (3) of Section 178 of the Companies Act,
2013 forms part of this Annual Report.

40. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. For
details, please refer to the Corporate Governance Report attached to this Report.

41. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the
Companies Act. This is not applicable on our company.

42. DISCLOSURE UNDER SECTION 23 OFTHE SEXUAL HARASSMENT OFWOMEN ATWORKPLACE
(PREVENTION, PROHIBITION AND REDRESS AL), ACT, 2013

The Company''s policy on prevention of sexual harassment of women provides fortheprotection of women employees at
the workplace and for prevention andredressal of such complaints. There were no complaints pending for the redressal
at the beginning of the year andno complaints received during the financial year.

43. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the
Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. The information required pursuant to Section 197 of the Companies Act read with Rule5(2)&(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is
available for inspection by the Members at registered office of the Company during business hours on working days up
to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member
may write to the Company Secretary, whereupon a copy would be sent.

44. PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Act and the Rules made there-under, in respect of employees of
the Company, is follows:-

(a) ratio of the remuneration of each director to the median remuneration of the employees of the company

for the financial year;

(Amount in Rs.)

S.No.	Name	Designation	CTC	MedianEmployeesalary	Ratio
1.	GorveChadha	Managing Director	12,00,000	604000	0.99:1
2.	Kavita Chadha	Director	4,20,000	604000	0.69:1

(b) the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial
Officer, Company Secretary or Manager, if any, in the financial year; There is no increase in the remuneration of
Company Secretary.

(c) The percentage increase in the median remuneration of employees in the financial year - There was
average in themedian remuneration of employees in the financial year.

(d) The number of permanent employees on the rolls of company: There were 10 permanent employees on the
rolls of Company as on March 31,2024.

(e) The explanation on the relationship between average increase in remuneration and company

performance;-Thereisaverageincreasein theremuneration of employees in the last financial year.

(f) comparison of the remuneration of the Key Managerial Personnel against the performance of the
company;

Particulars	Amount (Rs.)
Remuneration of Key Managerial Personnel (KMP) during financial year 2023-2024 (aggregated)	16,20,000/-
Revenue from operations	20,10,90,068.74/-
Remuneration (as % of revenue)	0.08%
Profit before tax (PBT)	65,38,673.58/-
Remuneration (as % ofPBT)	24.77%

(g) variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the
current financial year and previous financial year and percentage increase over decrease in the market
quotations of the shares of the Company in comparison to the rate at which the Company came out with the last
public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the
Company as at the close of the current financial year and previous financial year; -

Particulars	Unit	As at 01st April 23	As at 31 st Mar 24	Variation
Closing rate of share at BSE	Rs.	3.47	6.83	96.82%
EPS (Consolidated)	Rs.	0.25	0.39	56%

(h) average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration -

There is no average increase in salaries of employees in 2023-24.

Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company

Particulars	Managing Director	Chief Financial Officer	Company Secretary
Remuneration	12,00,000	-	3,23,535
Revenue	20,10,90,068.74	20,10,90,068.74	20,10,90,068.74
Remuneration (as % of revenue)	0.60	0	0.16
Profits before tax (PBT)	65,38.673.58	65,38.673.58	65,38.673.58
Remuneration (as % of PBT)	18.35	0	4.95

(I) The key parameters for any variable component of remuneration availed by the directors;

There is no variable component in the remuneration availed by the Directors.

(k) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but
receive remuneration in excess of the highest paid director during the year;

MariagingDirectoristhehighestpaidDirector.NoemployeereceivedremunerationhigherthantheManagingDirector.

(l) Affirmation that the remuneration is as per the remuneration policy of the Company

It is hereby affirmed that the remuneration paid during the Financial Year ended 31st March, 2024 is as per the
Remuneration Policy of the Company.

45. PECUNIARYRELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the
Company.

46. LISTING

TheEquity shares of your company were listed at Bombay Stock Exchange Limited and Delhi Stock Exchange Limited.
However, the Delhi Stock Exchange Limited has been de-recognized as a Stock Exchange during the year, so, presently
the Company is listed on Bombay Stock Exchange Limited only. The Company has paid listing fees to the Bombay
Stock Exchange for the year 2023-2024.

47. STATUTORYDISCLOSURES

NoneoftheDirectorsofyour Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013.
Your Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and
SEBI (LODR) Regulations 2015.

48. APPRECIATION

Yours Directors wish to extend their appreciation to business associates for their support and contribution during the
year. Yours Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and
bankers for the continued support given by them to the Company and their confidence reposed in the management.

The Directors also acknowledge the hard work, dedication and commitment of the employees.

By order of the Board of Directors

Place: Delhi GorveChadha

Date:31/08/2024 (Chairman & Managing Director)

DIN:06407884

Add: - U-2 Green Park Main Delhi-110016

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Statement of accounts for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS

PARTICULARS (Fig in Rs.) (Fig in Rs.) 2014-15 2013-14

Income 3,36,78,688 6,50,36,139

Expenses 2,97,69,921 5,80,55,508

Profit (before financial charges, depreciation and tax) 39,08,767 69,86,307

Net Finance Expense / (Income) 76,738 (1,13,262)

Depreciation and amortization Expenses 9,85,198 9,62,535

Profit before tax 28,46,831 61,31,358

Tax Expense 14,30,658 19,78,626

Net Profit for the year 14,16,173 41,52,732

2. FUTURE OUTLOOK

The Real estate sector is quite promising with various advantages like Construction of the multi building projects on the feasible location in the country, good structured national network facilities the boom of construction industry. Real estate development is on high and it is attracting the focus of the industry towards construction. Our running projects are Residential Apartments "GokulDham" at Mathura and "Purab Manor" at Bangalore. Yours Directors are quite hopeful for the success of both the projects as well and will earn excellent earning out of it.

3. DIVIDEND

Your Directors do not recommend any dividend for the Financial Year 2014-15.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for the Financial Year 2014-15.

5. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the Financial Year 2014-15.

6. CHANGE IN SHARE CAPITAL DURING THE FINANCIAL YEAR 2014-15

There is no change in share capital structure of the Company during the financial Year 2014-15.

7. HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. KMF Builders and Developers's people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year. Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees. The Company's progressive workforce policies and benefits, various employee engagement and welfare initiatives have addressed stress management, promoted work life balance.

8. DOCUMENTS PLACED ON THE WEBSITE (www.kmfbuilders.com)

The following documents have been placed on the website in compliance with the Act:

* Financial statements of the Company alongwith relevant documents

* Details of vigil mechanism for directors and employees to report genuine concerns as per proviso to Section 177(10).

* The terms and conditions of appointment of independent directors as per Schedule IV to the Act

9. SUBSIDIARY COMPANIES

The Company does not have any Subsidiary Company.

10. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT

As per Clause 49 of the listing agreement entered into with the stock exchanges, Corporate Governance Report with Auditors' certificate thereon and Management Discussion and

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) the Act, and based on the representations received from the management, the directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures;

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 affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

iii. They have taken Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts 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 operating properly; and

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

12. AUDITORS STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, B Sreenivasa & Co. Chartered Accountants (Firm Registration No. 009287S), were appointed as statutory auditors of the Company from the conclusion of the 19th Annual General Meeting (AGM) of the Company held till the conclusion of the 22nd AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remunerations Managerial Personnel) Rules, 2014 the company has appointed Mr. P. K. Sahoo, a firm of Company Secretaries inpractice to undertake the Secretarial Audit of the Company.

INTERNAL AUDITOR

The Company has appointed Mrs. Poonam Sharma wife of Mr. Atul Sharma as Internal Auditor of the Company for the Financial Year 2014-2015.

13. AUDITORS AND SECRETARIAL AUDITORS REPORT

There are no disqualifications, reservations or adverse remarks or disclaimers in the Auditors and Secretarial Auditors Report.

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

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in an Annexure-1 to this Report.

15. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the "Act") is enclosed at Annexure-2 in the prescribed form MGT-9 and forms part of this Report.

16. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

17. DIRECTORS

Mrs. Kavita Chadha, Director, retires by rotation and being eligible, has offered herself for re appointment. The Board recommends the same for your approval.

Mr. Anil Rishiraj, Mr. Ravinder Kumar Sharma and Mr. Shyam Sunder Mittra who are Independent Directors, have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6)of Section 149 of the Act and revised Clause 49 of the Listing Agreements. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed at Annexure-2 in the prescribed form MGT-9 and forms part o this Report.

18. BOARD EVALUATION

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC).

A separate meeting of the independent directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman.

Some of the key criteria for performance evaluation are as follows - Performance evaluation of Directors:

* Attendance at Board or Committee meetings

* Contribution at Board or Committee meetings

* Guidance/supportto management outside Board/Committee meetings Performance evaluation of Board and Committees:

* Degree of fulfilment of key responsibilities

* Board Structure and composition

* Effectiveness of Board Processes, information and functioning

* Board culture and dynamics

* Quality of relationship between Board and Management

* Efficacy of communication with external stakeholders

19. NUMBER OF MEETINGS OF THE BOARD

5 meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to clause III(D) of the Corporate Governance Report, which forms part of this Report.

20. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by Mr. Gorve Chadha, Managing Director and forms part of the Annual Report.

21. PREVENTION OF INSIDERTRADING

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

All Board Directors and the designated employees have confirmed compliance with the Code.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statement.

23. TRANSACTIONS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Thus, the provisions of Section 188(1) of the Companies Act, 2013 are not applicable.

During the year, the Company has not entered into any contract / arrangement / transaction of material nature with any of the related parties which are in conflict with the interest of the Company. Related party disclosures are given in the notes to the financial statement.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

25. INTERNAL CONTROL

The information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

26. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report which form part of the Board Report.

27. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

28. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)

The Board of Directors of your Company in its meeting held on 30th May, 2014 has constituted the Nomination and Remuneration Committee. Prior to this, the Board has constituted Remuneration Committee but due to introduction of Companies Act, 2013 the new Committee namely Nomination and Remuneration Committee has been constituted. Details of the Nomination and Remuneration Committee and Nomination and Remuneration Policy have been provided under Corporate Governance Report, which forms part of this Annual Report.

29. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. For details, please refer to the Corporate Governance Report attached to this Report.

30. PARTICULARS OF EMPLOYEES

The information required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as there was no Personnel who was in receipt of remuneration aggregating to Rs. 60,00,000/- per annum if employed throughout the financial year and Rs. 5,00,000/- per month if employed for a part of financial year.

31. PARTICULARS OF REMUNERATION

The information required under Section 197 of the Act and the Rules made there under, in respect of employees of the Company, is follows:-

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

(Amount in Rs

S. Name Designation CTC No.

1. Gorve Chadha Managing Director 3,00,000

2. Pradeep Kumar Malik Whole Time Director 4,20,000

S. Name Median Ratio No. Employee salary

1. Gorve Chadha 2,40,000 1.25:1

2. Pradeep Kumar Malik 2,40,000 1.25:1

(b) the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year; - There was no increase in remuneration of any Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year.

(c) the percentage increase in the median remuneration of employees in the financial year -

There was no increase in the median remuneration of employees in the financial year.

(d) the number of permanent employees on the rolls of company: There were 13 permane employees on the rolls of Company as on March 31,2015.

(e) the explanation on the relationship between average increase in remuneration and company performance; - There is no increase in the remuneration of employees in the last financial year.

(f) comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Particulars Amount (Rs.)

Remuneration of Key Managerial Personnel (KMP) during financial year 2014 -15 (aggregated) 9,60,000

Revenue from operations 3,36,78,688

Remuneration (as % of revenue) 2.85%

Profit before tax (PBT) 28,46,831

Remuneration (as % of PBT) 33.72%

(g) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year; -

Particulars Unit As at 31st Mar 15

Closing rate of share at BSE Rs 2.52

EPS (Consolidated) Rs .12

Market Capitalization Rs 3,06,98,640

Particulars As at 31st Mar 14 Variation

Closing rate of share at BSE 2.37 6.33%

EPS (Consolidated) .34 (64.71%)

Market Capitalization 2,88,71,340 18,27,300

(h) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration -

There was no average increase in salaries of employees in 2014-15. There was no percentage increase in the managerial remuneration for the financial year.

(I) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company

Particulars Chief Executive Chief Financial Officer Officer

Remuneration 3,00,000 4,20,000

Revenue 3,36,78,688 3,36,78,688

Remuneration (as % of 0.89% 1.25% revenue)

Profits before tax (PBT) 28,46,831 28,46,831

Remuneration (as % of PBT) 10.54% 14.75%



Particulars Company Secretary

Remuneration 2,40,000

Revenue 3,36,78,688

Remuneration (as % of 0.71% revenue)

Profits before tax (PBT) 28,46,831

Remuneration (as % of PBT) 8.43%

(j) The key parameters for any variable component of remuneration availed by the directors;

There is no variable component in the remuneration availed by the Directors.

(k) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

The Whole Time Director is the highest paid Director. No employee received remuneration higher than the Whole Time Director.

(l) Affirmation that the remuneration is as per the remuneration policy of the Company

It is hereby affirmed that the remuneration paid during the Financial Year ended 31st March, 2015 is as per the Remuneration Policy of the Company.

32. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

33. LISTING

The Equity shares of your company were listed at Bombay Stock Exchange Limited and Delhi Stock Exchange Limited. However, the Delhi Stock Exchange Limited has been de-recognized as a Stock Exchange during the year, so, presently the Company is listed on Bombay Stock Exchange Limited only. The Company has paid listing fees to the Bombay Stock Exchange for the year 2014-15.

34. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.

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Mar 31, 2014

Dear Shareholders

The directors have pleasure in presenting the 19th Annual Report together with the audited statement of accounts for thefinancial year ended 31st March, 2014.

FINANCIAL REVIEW:

FINANCIAL PERFORMANCE : (Fig in Rs.) (Fig in Rs.) 2013-14 2012-13

Income from Operation (net of excise) 6,50,36,139.37 104,388,204

Other Income - -

Profit(beforefinancialcharges 69,86,307 11,474,643 depreciation and tax)_

Financial charges (Net Off) (1,13,262.61) (332,285)

Depreciation 9,62,535 879,927

Profit before tax 61,31,358 10,927,000

Provision for tax (after adjustment of 19,78,626 4,066,902 deferred tax)

Profit after tax 41,52,732 6,860,100

FUTURE OUTLOOK

The real estate sector is quite promising with various advantages like Construction of the multi building projects on the feasible location in the country, good structured national network facilities the boom of construction industry.

Real estate development is on high and it is attracting the focus of the industry towards construction.

Our running projects are Residential Apartments "Gokul Dham" at Mathura and "Purab Manor" at Bangalore.

Your Directors are quite hopeful for the success of both the projects as well and will earn excellent earning out of it.

DIVIDEND

Your Directors do not recommend any dividend for the Financial Year 2013-14 DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956 as amended by the Companies Amendment Act, 2000, the directors of your company subject to notes appended to accounts and auditor''s report, confirm:

That in preparation of annual accounts for the financial year ended 31st March''2014, the applicable accounting standards have been followed and that there are no material departures.

That such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of thefinancial year as at 31.03.2014 and of the profit of the Company for the year ended 31st March, 2014.

That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Pradeep Kumar Malik, Whole Time Director retires by rotation and being eligible offers himselffor reappointment.

LISTING

The Equity shares of your company are listed at Bombay Stock Exchange & Delhi Stock Exchange. The Company has paid listing fee to the Bombay Stock Exchange for the year 2013-14.

AUDITORS

M/s B. Sreenivasa & Co., Chartered Accountants, the statutory auditors of the company retire at the conclusion of ensuing Annual General Meeting of the company and being eligible, offer themselves for reappointment.

AUDITORS'' REPORT

The observation of the auditors is self-explanatory and/or is suitably explained in the notes to the accounts.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Corporate Governance and Management Discussion & Analysis Report have been included in this annual report as separate section (forming part of Directors'' Report) along with the Auditors'' Certificate.

DEPOSITS

Your company has not accepted any deposit under the Companies Act, 1956 or under chapterV of the Companies Act, 2013 & rules made there under.

PARTICULARS OF EMPLOYEES

None ofthe employee ofthe Company is falling under section 217(2A) ofthe Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 as amended by Companies (Particulars of Employees) Rules,2002 for the FY 2013-14.

ADDITIONAL INFORMATION

Information pursuanttosection 217(1) (e) ofthe Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is furnished hereunder:

A. CONSERVATION OF ENERGY

Your Company being a real estate company, Form Afor Conservation of Energy is not applicable to it.

B. TECHNOLOGY ABSORPTION

No such activity has been took place during the year under review.

C. FOREIGN EXCHANGE EARNING & OUTGO Fig in Rs.

Total foreign exchange earnings ---NIL---

Total foreign exchange outgoings ---NIL---

D. ENVIRONMENT

The Company is not involved in any type of activity hazardous to environment and does not discharge any trade effluents (solid, liquid orgaseous) causing pollution.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to great fully acknowledge the valuable co-operation and assistance extended by all of its Government of India, Government of Karnataka, Government of Uttar Pradesh and the company''s bankers for their continued support and guidance. Your directors also wish to place on record their sincere appreciation of the dedication and efforts shown by all employees ofthe company and are thankful to the shareholders for their continued patronage, trust and confidence in the company. For and on behalf of the Board of Directors

Place: Bangalore Kavita Chadha Date: 14.08.2014 Chairperson

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Mar 31, 2013

Dear Shareholders

The directors have pleasure in presenting the 18th Annual Report together with the audited statement of accounts for the financial year ended 31st March, 2013

FINANCIAL REVIEW:

FINANCIAL PERFORMANCE : (Fig in Rs.} (Fig in Rs.) 2012-13 2011-12

income from Operation (net of excise) 104,388:204 2O6:0S6:571

Other Income - -

Profit (before financial charges 11,474,643 13,939,606 depreciation and tax)

Financial charges (Net Off) (332,235) (376,292)

Depreciation 879,927 810,206

Profit before tax 10,927,000 13,555,692

Provision for tax (after adjustment of 4,066,902 4,785,549 deferred tax)

Profit after tax 6860,100 | 8,770,143



FUTURE OUTLOOK

The real estate sector is quite promising with various advantages like Construction of the multi building projects on the feasible location in the country, good structured national network facilities the boom of construction industry.Real estate development is on high and it is attracting the focus of the industry towards construction.

Our running projects are Residential Apartments "Gokul Dham" at Mathura and "Purab Manor" at Bangalore.

Yours Directors are quite hopeful for the success of both the projects as well and will earn excellent earning out of it.

DIVIDEND

Your Directors do not recommend any dividend for the Financial Year 2012-13

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956 as amended by the Companies Amendment Act, 2000, the directors of your company subject to notes appended to accounts and auditor''s report, confirm:

that in preparation of annual accounts for the financial year ended 31st March''2013, the applicable accounting standards have been followed and that there are no material departures.

that such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year as at 31.03.2013 and of the profit of the Company for the year ended 31st March, 2013.

that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. that the annual accounts have been prepared on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ravinder Kumar Sharma, Director retires by rotation and being eligible offers himself for reappointment.

LISTING

The Equity shares of your company are listed at Bombay Stock Exchange & Delhi Stock Exchange. The Company has paid listing fees to the Bombay Stock Exchange for the year 2012-13.

AUDITORS

M/s B. Sreenivasa & Co., Chartered Accountants, the statutory auditors of the company retire at the conclusion of ensuing Annual General Meeting of the company and being eligible, offer themselves for reappointment.

AUDITORS'' REPORT

The observation of the auditors is self-explanatory and/or is suitably explained in the notes to the accounts.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Corporate Governance and Management Discussion & Analysis Report have been included in this annual report as separate section (forming part of Directors'' Report) along with the Auditors'' Certificate.

DEPOSITS

Your company has not accepted any deposit u/s 58A of the Companies Act, 1956 & rules made there under.

PARTICULARS OF EMPLOYEES

None of the employee of the Company is falling under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 as amended by Companies (Particulars of Employees) Rules,2002 for the FY 2012-13.

ADDITIONAL INFORMATION

Information pursuant to section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is furnished hereunder:

A. CONSERVATION OF ENERGY

Your Company being a real estate company, Form A for Conservation of Energy is not applicable to it.

B. TECHNOLOGY ABSORPTION

No such activity has been took place during the year under review

C. FOREIGN EXCHANGE EARNING & OUTGO Fig in Rs.

Total foreign exchange earnings ---NIL -----

Total foreign exchange outgo ---NIL -----

D. ENVIRONMENT

The Company is not involved in any type of activity hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollution.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to gratefully acknowledge the valuable co-operation and assistance extended by all of its Government of India, Government of Karnataka, Government of Uttar Pradesh and the company''s bankers for their continued support and guidance. Yours directors also wish to place on record their sincere appreciation of the dedication and effort shown by all employees of the company and are thankful to the shareholders for their continued patronage, trust and confidence in the company.



For and on behalf of the Board of Director

Sd/-

Place Bangalore Kavita''Chadha

Date: 14.08.2013 Chairperson

---

Mar 31, 2010

The Directors are pleased to present the Thirteenth Annual Report together with the Audited results for the year ended 31st March, 2010.

FINANCIAL RESULTS:

Sales/Income Rs.6,72,20,000.00

Net Profit Before Taxes Rs. 58,54,865.65

Income Tax Rs. 20,60,000.00

Deferred Taxation Rs 69,241.00

Net Profit After Taxes Rs. 38,64,106.65

DIVIDENDS:

Your Directors regret their inability to recommend any dividend on equity shares for the year.

ACCEPTANCE OF PUBLIC DEPOSITS:

During the year under review the company has neither accepted nor renewed deposits according to the provisions of Sec. 58(A) of the Companies Act, 1956, outstanding fixed deposits at the year end is Nil.

DEBT SERVICING:

During the year under review, your company has met all its obligations towards repayment of principal and interest on the loans availed except Inter Corporate Loans.

DIRECTORS:

Smt Snehlata, Director, who retires by rotation and being eligible offered himself for re-appointment.

AUDITORS:

Your Companys Audtiors M/S. B Sreenivasa & Co., Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting, and are eligible for re-appointment.

COPORATE GOVERNANCE:

Your company has already implemented the code of Corporate Governance as required by the Listing Agreement introduced by Securities & Exchange Board of India.

The report of Directors on the practices prevalent on Corporate Governance in the Company is produced as annexure to this report.

The Company is required to employ a Company Secretary on whole-time basis. The company has been taking steps to appoint a Company Secretary.

INFORMATION UNDER THE LISTING AGREEMENT:

The statement containing details as required under Clause 49 of the Listing Agreement with Stock Exchange is appended hereto.

a) De-Listing:

No application for de-listing the companys securities has been made to any of the Stock-Exchanges.

b) Suspension in Trading:

Trading in the Companys Securities had not been suspended for any reason during the period under review.

c) Listing Fees:

The listing fees payable for the year has been paid.

STATUTORY INFORMATION :

a) Conservation of energy and technology absorption :

Your company has taken due care and importance to the conservation and improvement of the environment

b) Particulars of Employees:

The information required u/s 217(2A) of the Companies Act, 1956, read with companies (Particulars of employees) rules 1975 is not applicable in view that no employee was in receipt of remuneration exceeding the limits prescribed under the said section during the year under review.

c) During the Year the company had not earned nor spent any foreign currency.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements U/s217(2AA) of the Companies Act, 1956 with respect to directors responsibility Statement, it is hereby confirmed:

a. That in the preparation of the accounts of the financial year ended 31st March, 2010 the applicable accounting standard have been followed along with proper explanation relating to material departures, if any;

b. Directors have selected the 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 company at the end of the year and the profit and loss account of the company for that period;

c. 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 your Company and for preventing and detecting fraud and other irregularities;

d. Directors have prepared the accounts for the financial year ended 31st March, 2010 on going concern basis.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their deep appreciation for co-operation and whole hearted support received from Companys Bankers, Advisors, Consultants, Government Authorities and Members. Your Directors also wish to express their appreciation for the dedicated service rendered by the staff of the Company.

For and on behalf of the Board

For KMF Builders and Developers Ltd



Place : Bangalore Chairman

Date : 31.07.2010