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సెన్సెక్స్ 73,319.55 +0.25% ↑ నిప్టీ 22,700.30 +0.09% ↑ బంగారం ₹ 13,655/gm సిల్వర్ ₹ 2,55,000/kg పెట్రోల్ ₹ 107.46 డీజిల్ ₹ 95.70 ఎల్‌పీజీ ₹ 965.00 ముడి చమురు $ 109.10 USD ₹ 93.09

డైరెక్టర్ల నివేదిక Kuwer Industries Ltd.

Mar 31, 2025

Your Directors are pleased to present herewith their Report on the business and Operation of the
Company together with the Audited financials and Report of Secretarial Auditor for the financial
year ended on 31^st March, 2025.

Financial Highlights

The Companyâs financial performance for the year ended on March 31, 2025 is summarized below:

Amount (Rs. In Lakh)

Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024
Revenue from Operations	5786.70	5,891.31
Other Income	19.14	5.89
Total Income	5805.84	5897.19
Total expenditure	5771.66	5,855.40
Profit/ ( Loss) before tax	34.18	(0.24)
Tax Expenses:
i) Current Tax	5.35	0.00
ii) MAT Credit Entitlement	(1.83)	0.00
iii) Earlier Years Tax	(0.22)	0.00
iv) Deferred Tax (Assets)/Liabilities	(14.68)	(10.84)
Net Profit/ (Loss) after tax	45.56	10.60
Total other comprehensive income, net of tax	(0.40)	(2.52)
Total Comprehensive income for the year, net of tax	45.16	0.12
Earnings per Share (Basic)/ (Diluted)	0.50	0.12

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review, the Company recorded total revenue from operations of ?5,805.84
Lakh as against ?5,897.19 Lakh in the previous financial year.

The Profit Before Tax (PBT) stood at ?34.18 Lakh, marking a significant increase compared to loss of
?0.24 Lakh reported in FY 2023-24. Correspondingly, the Net Profit After Tax amounted to ?45.56
Lakh, as against ?10.30 Lakh in the previous year.

Despite challenging economic conditions, the Company has demonstrated improved performance
during the year. The Board of Directors is of the view that the Company possesses immense growth
potential and adequate resources to sustain a rapid pace of development in the coming years.
Further, the Company intends to expand its business presence across new geographical regions,
which is expected to enhance both revenue and profitability significantly.

CHANGE IN NATURE OF BUSNIESS

During the year under review, there was no change in the nature of business of the Company. The
Company continues to operate in line with its main object and remains engaged in the same line of
business.

CHANGE IN THE REGISTERED OFFICE

During the year under review, there was no change in the registered office of the Company.

The Registered Office of the Company is located at: D- 1004, First Floor, New Friends Colony, New
Delhi-110065

The Corporate Office of the Company is situated at: A-71/72, Sector- 58, Noida, Uttar Pradesh
201301

BUSINESS STRATEGY

Management, we are able to deliver the right product to ensure total customer satisfaction. The
Company continues to focus on quality and strives to exceed the customer expectations at all times
we have extended its scope of working by using allied Equipments.

We adhere to stringent quality control norms during all production stages, right from raw material
sourcing till the shipment of goods. The whole procedures of quality control are perceived by our inÂ¬
house Quality Assurance and Control (QA & C) department.

INDUSTRIAL RELATIONS

Your Company has always considered its workforce as its valuable asset and continues to invest in
their excellence and development programs. Your Company has taken several initiatives for
enhancing employee engagement and satisfaction.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances,
has decided that it would be prudent, not to recommend any Dividend for the financial year ended
March 31, 2025. The Board assures you to present a much strong financial statements in coming
years.

PUBLIC DEPOSITES

During the year under review, the Company has not accepted any deposits from the public under
Chapter V of the Companies Act, 2013. Accordingly, the provisions of Sections 73 to 76 of the
Companies Act, 2013 and the rules made thereunder, as well as the directives issued by the
Reserve Bank of India (RBI), are not applicable to the Company.

SHARE CAPITAL

During the year under review, no changes were carried out in the authorized and paid-up share
capital of the Company.

AUTHORIZED SHARE CAPITAL

The Authorized share Capital of the Company, as on March 31, 2025 is ? 15,00,00,000/- (Rupees
Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of ? 10/-
(Rupees Ten Only) each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL

The issued, subscribed and paid-up capital of the Company, as on March 31, 2025 is ? 9,07,60,720
(Rupees Nine Crore Seven Lakh Sixty Thousand Seven Hundred Twenty) divided into 90,76,072
(Ninety Lakh Seventy Six Thousand Seventy Two) equity shares of ? 10 each.

TRANSFER TO RESERVES (OTHER EQUITY)

During the year under review, the Company has not transferred any amount to specific reserves.
The entire net profit for the financial year 2024-25 has been retained and carried forward under
Reserves and Surplus, as reflected in the Balance Sheet.

AUDITORS AND AUDITORSâ REPORT

a. Statutory Auditor:

M/s PVSP & Co., Chartered Accountants (FRN: 008940N), New Delhi, continue as Statutory
Auditor of the Company. In accordance with Section 139 of the Companies Act, 2013, read with
rules made thereunder, the Board of Directors at its meeting held on September 01, 2022,
based on the recommendation of the Audit Committee, has recommended the appointment of
M/s PVSP & Co., Chartered Accountants (FRN: 008940N), New Delhi, as Statutory Auditor of
the Company for a period of 5 consecutive years, commencing from conclusion of 30th AGM till
the conclusion of 36th AGM, to be held in the Year 2027.

M/s PVSP & Co. have confirmed their willingness and eligibility for appointment in accordance
with Section 139 read with Section 141of the Act.

The Statutory Auditors of the Company have not reported any fraud as specified under the
second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force). The Auditorsâ Report for the
financial year ended 31st March, 2024, does not contain any qualification, reservation or
adverse remark.

Auditorâs Report

Statutory Auditor of the Company has submitted Auditorâs Report on the Accounts of the
Company for the accounting year ended on 31^st March, 2025. The Auditorâs report is self -
explanatory and requires no comments.

b. Secretarial Auditor

The Board has appointed M/s Amit H.V. & Associates (Prop. Mr. Amit Kumar), a Practicing
Company Secretary, to conduct Secretarial Audit under the provisions of Section 204 of the
Companies Act, 2013 for the financial year 2024-25.

The Secretarial Auditor of the Company have submitted their Report in form No. MR-3 as
required under Section 204 of the Companies Act, 2013 for the financial year ended 31^st March,
2025. The Secretarial Auditor Repot is annexed herewith and marked as Annexure-II to this
Report. Explanation to the observation of Secretarial Auditor is as follows:

1. In terms of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 [Regulation 46], every listed entity is required to maintain a functional
website containing basic information about the Company, including all statutory and regulatory
disclosures as prescribed.

During the year under review, it has been observed that although the Companyâs website
remains functional, certain information/disclosures have not been updated in a timely manner.
The Man.agem.ent is in the process of ensuring that all requisite information is uploaded and
kept current, and necessary steps are being taken to achieve full compliance at the earliest.

2. It was observed that the disclosure required to be made under Regulation 29(2) of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in respect of transmission
of shares of Mr. (Late) J. B. Aggarwal to Mr. Tarun Aggarwal, involving 12,19,300 (Twelve Lakh
Nineteen Thousand Three Hundred) equity shares on 24th May, 2024, was not filed with the
Stock Exchange(s) within the prescribed time.

Management Reply

Management of the Company assure you that Effective and Efficient steps will be taken by the
Company in the Coming Financial Year to resolve and Comply all the above mentioned Remarks
given by the Secretarial Auditor of the Company.

c. Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of
Directors had appointed M/s A B N K & Co., Chartered Accountants, New Delhi, FRN: 033641N
as the Internal Auditor of the Company for the financial year 2024-25.

He has conducted periodic internal audits of various operational and financial functions and
submitted his reports to the Audit Committee and the Board. His observations and
recommendations have helped strengthen the internal control systems and ensure compliance.

WEBSITE

Your Company maintains a fully functional and regularly updated website as per Regulation 46 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. www.kuwer.com

The website has been designed to provide detailed and transparent information about the Company.
It hosts a comprehensive repository of corporate data including:

â¢ Financial Results

â¢ Shareholding Pattern

â¢ Details of Board and Committees

â¢ Corporate Policies and Codes

â¢ Business Activities

BOARD OF DIRECTORS AND KEYMANAGERIAL PERSONEL
Constitution of Board:

As on date of this report, the Board comprised of following Directors:

Name of Director	Category cum Designatio n	Date of Original Appointm ent	Date of Appointm ent at current Term & designatio n	Total Directors hip in other Companie s²	No. of Committee¹ in which Director is		No. of Equity Shares held as on March 31, 2025
Name of Director	Category cum Designatio n	Date of Original Appointm ent	Date of Appointm ent at current Term & designatio n	Total Directors hip in other Companie s²	Membe r	Chairm an	No. of Equity Shares held as on March 31, 2025
Mr. Tarun Aggarwal	Chairman & Managing Director	July 16, 2001	September 30, 2022	9	2		2474308
Mrs. Megha Aggarwal	Whole Time Director	March 23, 2015	December 29,2020	2	1		22727
Mrs. Usha Aggarwal	NonÂ¬ Executive Non- Independen t Director	December 02, 2020	December 29, 2020	4			756665
Mr. Pranva Gupta	NonÂ¬ Executive Independen t Directors	December 02,2020	December 29,2020	1	3	2	Nil
*Mrs. Anjali Garg	NonÂ¬ Executive Independen t Directors	December 02,2020	December 29,2020	0			Nil
Mr. Rahul Agarwal	NonÂ¬ Executive Independen t Directors	September 02,2020	September 29,2020	5	3	1	Nil

¹ Committee includes Audit Committee and Stakeholderâs Relationship Committee across all Public
Companies.

² Excluding LLPs, Section 8 Company & Struck Off Companies.

*Note: Mrs. Anjali Garg (DIN: 00440762) has resigned from the position of Independent Director of
the Company w.e.f. 02^nd September, 2025 i.e. after closing of the reporting financial year.

The composition of Board complies with the requirements of the Companies Act, 2013 (âActâ).
Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (âListing Regulationsâ), the Company is exempted from the
requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed
Company and the number of their directorship is within the limits laid down under Section 165 of
the Companies Act, 2013.

Disclosure by Directors:

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act,
2013 and Rules made thereunder or any other provisions of the Companies Act, 2013. The
Directors have also made necessary disclosures to the extent as required under provisions of
section 184(1) of the Companies Act, 2013. All members of the Board of Directors and senior
management personnel affirmed compliance with the Companyâs Code of Conduct policy for the FY
2024-24.

Board Meetings and Attendance of Directors

The Board of Directors of the Company meets at regular intervals to discuss and deliberate on
business strategies, operations, financial performance, and other key matters. Additional Board
meetings are convened, as and when necessary, to address urgent business requirements.

During the year under review, Board of Directors of the Company met 5 (five) times on May 30,
2024, August 14, 2024, September 02, 2024, November 12, 2024, February 14, 2025

The Company has complied with the provisions of Section 173 of the Companies Act, 2013. The gap
between two consecutive Board meetings did not exceed 120 days.

The attendance of the Directors at the Board Meetings held during the year is as under:

Name of Director	Mr. Tarun Aggarwal	Mrs. Megha Aggarwal	Mrs. Usha Aggarwal	Mr. Pranav Gupta	Mrs. Anjali Garg	Mr. Rahul Aggarwal
No. of Board Meeting held	5	5	5	5	5	5
Number of Board Meetings Eligible to attend	5	5	5	5	5	5
Number of Board Meeting attended	5	5	3	5	5	5
Presence at the previous AGM of F.Y. 2024-25	Yes	Yes	Yes	Yes	Yes	Yes

General Meetings:

During the year under review, the following General Meetings were held, the details of which are
given as under:

Sr. No.	Type of General Meeting	Date of General Meeting
1	Annual General Meeting	September 28, 2024

Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company
confirming that:

a) they meet the criteria of independence as prescribed under section 149 of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and

b) they have registered their names in the Independent Directorsâ Data bank pursuant to Sub-rule
(1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014
and amendments thereto.

INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, there were following changes in constitution of the Board of Directors
of the Company.

Change in Composition of Board of Directors:

Appointments

During the financial year 2024-25, there has been no change in the Directorship of the Company.
Resignation

During the financial year 2024-25, there has been no change in the Directorship of the Company.
Retirements by Rotation and Subsequent Re-Appointment

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act,
2013 and Articles of Association of the Company, Mrs. Usha Aggarwal (DIN: 01288577), Director of
the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has
offered for her re-appointment.

The proposal for her re-appointment forms part of the Notice convening the AGM. A brief profile and
additional details pertaining to Mrs. Usha Aggarwal have also been provided in the Notice for
shareholdersâ reference and consideration.

Details of Key Managerial Personnel:

In accordance with the provisions of Section 203 of the Companies Act, 2013, the following
individuals served as Key Managerial Personnel (KMP) of the Company during the financial year
2024-25:

1.	Mr. Tarun Aggarwal**	Chairman, Managing Director and CEO
2	Mrs. Megha Aggarwal	Whole Time Director
3.	Mr. Hanuman Kumar	Chief Financial Officer (CFO)
4.	Ms. Supriya Chakraborthy *	Company Secretary and Compliance Officer
5.	Mr. Ayush Garg*	Company Secretary and Compliance Officer
6.	Mr. Ashish Sharma*	Company Secretary and Compliance Officer

â¢ During the year under review, there were certain changes in the Key Managerial Personnel of the
Company, as detailed below:

â¢ Ms. Supriya Chakraborthy resigned from the position of Company Secretary & Compliance Officer
of the Company with effect from 28th February, 2025.

â¢ Mr. Ayush Garg was appointed as Company Secretary & Compliance Officer of the Company
with effect from 22nd May, 2025; however, he subsequently resigned from the said position with
effect from 3rd July, 2025.

â¢ Mr. Ashish Sharma was appointed as Company Secretary & Compliance Officer of the Company
with effect from 4th July, 2025 and continues to hold the said office as on date.

** Mr. Tarun Aggarwal has resigned from the position of CEO of the Company w.e.f. 02^ndSeptember, 2025 i.e. after closing of the reporting financial year.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors
has carried out the annual evaluation of the performance of the Board as a whole, its committees,
and individual Directors, including the Chairman.

The evaluation process was conducted in the following manner:

â¢ Board Evaluation: The performance of the Board was assessed based on various criteria,
including its composition, diversity, structure, effectiveness of processes, quality of
deliberations, access to information, and overall functioning. Feedback was sought from all
Directors to ensure a comprehensive and objective review.

â¢ Committee Evaluation: Each Committee of the Board was evaluated based on its
composition, clarity of roles and responsibilities, frequency and effectiveness of meetings,
and the quality of contributions made by Committee members.

â¢ Individual Director Evaluation: The performance of individual Directors, including
Executive and Non-Executive Directors, was reviewed by the Board and the Nomination and
Remuneration Committee. The assessment included parameters such as level of
preparedness, participation in meetings, constructive inputs during deliberations, and
overall contribution to the governance and strategic direction of the Company.

â¢ Chairman Evaluation: The performance of the Chairman was evaluated separately,
focusing on leadership qualities, fostering an open and transparent environment, and
facilitating effective communication between the Board and management.

A separate meeting of the Independent Directors was held, where they evaluated the
performance of the Non-Independent Directors, the Board as a whole, and the performance of the
Chairman. The outcome of this evaluation was discussed in the subsequent Board meeting.

Additionally, the performance evaluation of Independent Directors was carried out by the entire
Board, excluding the Director being evaluated.

The outcome of the evaluations confirmed that the Board and its Committees are functioning
effectively and that the Directors are contributing meaningfully to the Companyâs growth and
governance.

The Directors expressed their satisfaction with the evaluation process.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets
as well as to improve the overall productivity of its operations. All the transactions are properly
authorized, recorded and reported to the management. The Company is following all the applicable
Accounting Standards for properly maintaining the books of accounts and reporting financial
statements. Te detailed process of review not only ensures reliability of control systems and legal
compliances with applicable legislation, defined policies and processes but also reviews efficiency of
systems and ensures safeguarding of tangible and intangible assets.

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration as required under Section 178 of the Companies Act, 2013.
The Nomination & Remuneration Policy of the Company is annexed herewith and marked as
Annexure II to this Report.

RISK MANAGEMENT

The Company has adopted the Risk Management policy that defines and lays out the strategies and
methodology to decide on the risk taking ability of the organization. The Company constantly
reviews its exposure to various types of risk, whether it be regulatory, operational, environmental,
financial or political. The Company has in place adequate systems to ensure compliance with all
regulatory and statutory matters reviews the same on a periodic basis and takes appropriate
corrective action when necessary.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions
of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the
annual accounts for the year ended 31^st March, 2025 and state that:

a. In the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable
accounting standards read with requirements set out under Schedule III to the Companies Act,
2013, have been followed and there are no material departures from the same;

b. That 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. That 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. That the directors had prepared the annual accounts on a going concern basis;

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; and

f. That 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.

Based on the internal financial control framework, audit procedure and compliance system as
established and maintained by the Company, the Board is of the opinion that the Companyâs
internal financial controls were adequate and effective during the financial year 2024-25.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is
required be given showing the names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

i. The ratio of the remuneration of each Director to the median remuneration of the employees of
the Company for the financial year 2024-25:

Sr. No.	Name of Director	Remuneration Paid during F.Y. 2024-2025	Ratio
1	Tarun Aggarwal	9,00,000/-	42.78

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year 2024-25:

Sr. No.	Name of Director	Remuneration Paid during F.Y. 2024-25	Remuneration Paid during F.Y. 2023-24	Percentage Change
1	Tarun Aggarwal	9,00,000/-	9,00,000	Nil
2	Hanuman Kumar (CFO)	4,20,000	4,20,000	Nil
3	CS Supriya Charaborthy	2,75,000	1,00,000	Nil

iii. The percentage increase in the median remuneration of employees in the financial year 2024-25:
There has been no change in the median remuneration to the employees.

iv. The number of permanent employees on the rolls of company: 45

v. 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: N.A.

vi. The key parameters for any variable component of remuneration availed by the Directors:
variable component of remuneration is availed by Directors.

vii. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration
Policy of the Company.

LISTING ON THE STOCK EXCHANGE

The Equity shares of the Company are listed at BSE Limited. The trading in to the equity shares of
the Company is active on the BSE Limited under XD Group.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered into by the Company during the financial year under review
were in the Ordinary Course of Business and on an Armâs Length basis, in compliance with the
applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

There were no materially significant Related Party Transactions:

â¢ Exceeding 10% of the annual consolidated turnover of the Company, or

â¢ Involving brand usage or royalty payments exceeding 5% of the annual consolidated
turnover,

that may have a potential conflict with the interest of the Company at large.

Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form
AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013, is not applicable.

The details of the related party transactions for the Financial Year 2024-25 are provided in the
notes to the financial statements, which form an integral part of this Annual Report.

The policy on materiality of related party transactions and dealing with related party transactions
as approved by the Board can be accessed on the Company''s website at the link www.kuwer.com.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

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

Details of litigation, if any, pertaining to tax and other matters are disclosed in the Auditorâs Report
and the Financial Statements, which form an integral part of this Annual Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line
with the delegated authority. The following substantive Committees constituted by the Board
function according to their respective roles and defined scope:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholder Relationship Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the copy of Annual Report in form
MGT-7 is available at the official website of the Company www.kuwer.com.

B) AUDIT COMMITTEE

The Board has constituted the Audit Committee in line with the provisions of Section 177 of the
Companies Act, 2013. The terms of reference of the Committee are available on the website of the
Company.

During the year under review, the Audit Committee met 4 (Four) times during the Financial Year
2024-25 on May 30, 2024, August 14, 2024, November 12, 2024 and February 14, 2025.

The composition of the Committee and the details of meetings attended by its members are given
below:

Name of the Directors	Category	Designation	Number of meetings during the Financial Year 2024-25
Name of the Directors	Category	Designation	Held	Eligible to attend	Attended
Mr. Rahul Aggarwal	Non-Executive Independent Director	Chairperson	4	4	4
Mr. Pranav Gupta	Non-Executive Independent Director	Member	4	4	4
Mr. Tarun Aggarwal	Chairman and Managing Director	Member	4	4	4

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever
required. Further, the Company Secretary of the Company is acting as Company Secretary to the
Audit Committee.

Recommendations of Audit Committee wherever/whenever given have been considered and
accepted by the Board.

Change in Composition of the Audit Committee: Subsequent to the year under review, the Audit
Committee was reconstituted by the Board of Directors w.e.f. September 04, 2025. The
composition of the Audit Committee as on the date of this Report is as under:

Mr. Pranav Gupta	Chairperson (Non-Executive Independent Director)
Mr. Rahul Agarwal	Member (Non-Executive Independent Director)
Mr. Tarun Aggarwal	Member (Chairman & Managing Director)

D) NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors has formed Nomination and Remuneration committee in line with the
provisions of Section 178 of the Companies Act 2013.

Nomination and Remuneration Committee meetings are generally held for identifying the persons
who are qualified to become Directors and may be appointed in senior management and
recommending their appointments and removal. The terms of reference of the Committee are
available on the website of the Company at www.kuwer.com.

During the year under review Nomination and Remuneration Committee met 2 (Two) times viz on
August 14, 2024 and February 14, 2025.

The composition of the Committee and the details of meetings attended by its members are given
below:

Name of the Directors	Category	Designation	Number of meetings during the Financial Year 2024-25
Name of the Directors	Category	Designation	Held	Eligible to attend	Attended
Mr. Pranav Gupta	Non-Executive Independent Director	Chairperson	2	2	2
Mr. Rahul Aggarwal	Non-Executive Independent Director	Member	2	2	2
Mrs. Anjali Garg	Non-Executive Independent Director	Member	2	2	2

Change in Composition of the Nomination & Remuneration Committee: Subsequent to the
year under review, the Nomination and Remuneration Committee was reconstituted by the Board of
Directors w.e.f. September 04, 2025. The composition of the Nomination and Remuneration
Committee as on the date of this Report is as under:

Mr. Pranav Gupta	Chairperson (Non-Executive Independent Director)
Mr. Rahul Agarwal	Member (Non-Executive Independent Director)
Mr. Tarun Aggarwal	Member (Chairman & Managing Director)

Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company is framed with the objective of fostering a
high-performance culture across the organization. The Policy is designed to attract, retain, and
motivate qualified personnel in a competitive market environment and to align the aspirations of the
employees with the long-term goals of the Company.

The Company pays remuneration to its Executive Directors and Key Managerial Personnel (KMPs)
by way of salary, benefits, perquisites, and allowances. The structure of remuneration is in
accordance with the applicable provisions of the Companies Act, 2013 and as approved by the
shareholders, wherever necessary.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is available on the
Companyâs website and as detailed in Annexure-III of this Report.

E) STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has formed Stakeholderâs Relationship Committee in line with the provisions Section
178 of the Companies Act, 2013.

The Board of Directors has constituted Stakeholderâs Relationship Committee mainly to focus on
the redressal of Shareholdersâ / Investorsâ Grievances if any like Transfer / Transmission / Demat
of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding
the status of redressal of complaints received from the shareholders of the Company. The terms of
reference of the Committee are available on the website of the Company.

During the year under review, Stakeholderâs Relationship Committee met 4 (Four) times during the
Financial Year 2024- 25 on May 30, 2024, August 14, 2024, November 12, 2024, and February 14,
2025.

The composition of the Committee and the details of meetings attended by its members are given
below:

Name of the Directors	Category	Designation	Number of meetings during the Financial Year 2024-25
Name of the Directors	Category	Designation	Held	Eligible to attend	Attended
Mr. Pranav Gupta	Non-Executive Independent Director	Chairperson	4	4	4
Mr. Rahul Aggarwal	Non-Executive Independent Director	Member	4	4	4
Mr. Tarun Aggarwal	Chairman and Managing Director	Member	4	4	4

Also, there were no complaints unresolved as on March 31 2025.

Change in Composition of the Stakeholderâs Relationship Committee: Subsequent to the year
under review, the Stakeholderâs Relationship Committee was reconstituted by the Board of
Directors w.e.f. September 04, 2025. The composition of the Stakeholderâs Relationship Committee
as on the date of this Report is as under:

Mr. Rahul Agarwal	Chairperson (Non-Executive Independent Director)
Mr. Pranav Gupta	Member (Non-Executive Independent Director)
Mrs. Megha Aggarwal	Member (Whole Time Director)

F) VIGIL MACHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy.
The policy enables the employees to report to the management instances of unethical behavior
actual or suspected fraud or violation of Companyâs Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine
concerns or grievances and provide for adequate safe guards against victimization of the Whistle
Blower who avails of such mechanism and also provides for direct access to the Chairman of the
Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit
Committee from time to time. None of the Whistle blowers has been denied access to the Audit
Committee of the Board. The Whistle Blower Policy of the Company is available on the website of
the Company at www.kuwer.com.

G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace. The Board of Directors
has constituted an Internal Complaints Committee to consider and redress complaints of sexual
harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment
at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2024-25, the Company has received no complaints on sexual harassment.

H) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY
PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided in the
financial statements.

I) CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social
Responsibility, are not applicable to the Company during the year under review.

J) CORPORATE GOVERNANCE REPORT

Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 shall
be applicable those companies having paid up equity share capital exceeding ?10 crore and Net
Worth exceeding ? 25 crore, as on the last day of the previous financial year. The paid up share
capital and net worth of your Company do not come under the purview of applicability of Regulation
27 of Listing Regulations i.e. Corporate Governance. Therefore separate report of corporate
governance is not attached herewith.

In spite of above exemption, Your Company adopts best practices for corporate governance,
disclosure standard and enhanced shareholder value while protecting the interest of all other
stakeholders including clients, its employee. This has enabled your Company to earn the trust and
goodwill of its investors, business partners, employees and the communities in which it operates.

The certification by CFO as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 is attached and marked as Annexure -âCâ.

K) COST RECORDS

The provisions of Section 148 are not applicable on the Company. Consequently, the company is
not liable to maintain such cost records.

L) INTERNAL COMPLAINT COMMITTEE

The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

M) DISCLOSURE RELATING TO MATERIAL VARIATION

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015, there is no significant material variances noted in the Company.

N) SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of the Secretarial Standard on Meetings
of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India (ICSI) and approved by the Central Government under the Companies Act,
2013.

O) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has not transferred any amount in investor Education
and Protection Fund.

P) GENERAL DISCLOSURE

In accordance with the provisions of Section 134(3) of the Companies Act, 2013, Rule 8 of the
Companies (Accounts) Rules, 2014, and other applicable provisions, your Directors confirm that all
necessary disclosures have been made in this Board Report.

Further, the Board confirms that there were no transactions during the year under review requiring
disclosure in respect of the following items:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Managing Directors of the Company did not receive any remuneration or commission from
subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company''s operations in future.

SUBSIDIARY & ASSOCIATE COMPANY

As on March 31, 2025, the Company does not have any Subsidiary, Associate, or Joint Venture
Company within the meaning of Section 2(6) and Section 2(87) of the Companies Act, 2013.

Accordingly, the disclosure in Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013
is not applicable.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director''s report for
the year ended 31^st March, 2025 are given below:

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The provisions related conservation of energy does not apply to the Company, therefore, the
information as provided in Performa given in Form A under the Companies (Accounts) Rules, 2014
is not given. However, the Company is conscious about its responsibility to conserve energy, power
and other energy sources wherever possible. We emphasis towards a safe and clean environment
and continue to adhere to all regulatory requirements and guidelines.

The Company has been taking energy saving measures viz., Use of energy saver electrical
Equipments, CFL fittings are provided inside the building for common area lighting in the projects
of the Company, Efficient ventilation system in offices and the projects of the Company.

Moreover, your company emphasis towards a safe and clean environment and continue to adhere to
all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your company has not undertaken any research and development work during the year 2020-21.
However, in order to minimize its cost and increase the quality of its projects, your Company is
trying to maintain highest standard of quality.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Foreign Exchange, earnings and Outgo are given as below:-

Particulars	Year 2025 (Amount)	Year 2024 (Amount)
Foreign Exchange Earning	Nil	Nil
Foreign Exchange Outgoing	Nil	Nil

DETAILS OF APPLICATIONS OR PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the Financial Year 2024-25, there were no applications made or proceedings initiated or
pending under the Insolvency and Bankruptcy Code, 2016 by any Financial or Operational
Creditors against the Company.

As on the date of this report, there are no pending applications or proceedings under the said Code
against the Company.

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development
Authorities connected with the business of the Company, Bankers of the Company, Housing
Finance as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed
and to the Customers for their valued patronage.

i) The Board also takes this opportunity to express its sincere appreciation for the efforts put
in by the officers and employees at all levels in achieving the results and hopes that they
would continue their sincere and dedicated Endeavour towards attainment of better working
results during the current year.

By order of the Board
For Kuwer Industries Limited

Sd/- Sd/-

Tarun Aggarwal Megha Aggarwal

(Managing Director) (Whole Time Director)

DIN: 01320462 DIN: 07129138

Place: New Delhi D-1004, New Friends Colony, D-1004, New Friends Colony,

Date: 04.09.2025 New Delhi-110025 New Delhi-110025

Mar 31, 2024

Financial Highlights

Details	Year Ended 31.03.2024	Year Ended 31.03.2023
Revenue from Operations	5,891.31	6,694.85
Other Income	5.89	21.63
Depreciation and amortization expenses	5,897.19	216.32
Other expenditure	5,855.40	6,701.91
Profit/(Loss) before tax, exceptional and extraordinary items and tax	41.79	14.56
Exceptional Items
Previous Year Provision of Loss from Fire	(42.03)	0.00
Profit/ ( Loss) before tax	(0.24)	14.56
Tax Expenses
Current Tax	0.00	2.23
MAT Credit Entitlement	0.00	(2.23)
Earlier Years Tax	0.00	-
Deferred Tax (Assets)/Liabilities	(10.84)	(8.96)
Net Profit/(Loss) after tax	10.60	23.52
Total other comprehensive income, net of tax	(2.52)	13.15
Total Comprehensive income for the year, net of tax	8.08	36.68
Earnings per Share (Basic)/ (Diluted)	0.12	0.26

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review the Company has recorded total revenue of ? 5,897.19 Lakh as against
? 6,716.48 Lakh in the previous financial year.

Your Company performed better during the year, despite challenging economic conditions, Your
Directors is of the opinion that the Company has the immense potential and adequate resources to
achieve the rapid rate of growth in the coming years. Your Company hopes to increase its presence
in the business in other Geographical Regions in the coming years, which will significantly increase
the top line and also its profitability.

CHANGE IN NATURE OF BUSNIESS

During the period under review, the Company has not changes its nature of business.

BUSINESS STRATEGY

At Kuwer, we are constantly striving to achieve higher goals and have been adding new machinery
and developing new products/ applications with the aim of meeting the ever-changing needs of the
discerning customer. With a team of dedicated qualified professionals and Total Quality
Management, we are able to deliver the right product to ensure total customer satisfaction. The
Company continues to focus on quality and strives to exceed the customer expectations at all times
we have extended its scope of working by using allied Equipments.

CAPITAL EXPENDITURE

Your Company is continuously from past many
years has tried and given its best to serve to its
customer, industry and its environment in
which its exist and in this regards has
upgraded the Boilers in the plants to CNG
engines from Diesel engines by investing 15-20
Lakh to perform its work more efficiently.

INDUSTRIAL RELATIONS

Your Company has always considered its
workforce as its valuable asset and continues to
invest in their excellence and development
programs. Your Company has taken several
initiatives for enhancing employee engagement
and satisfaction.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances,
has decided that it would be prudent, not to recommend any Dividend for the financial year ended
March 31, 2024. The Board assures you to present a much strong financial statements in coming
years.

PUBLIC DEPOSITES

During the year under review, the Company has neither accepted nor renewed any deposits in
terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

SHARE CAPITAL

During the year under review, no changes were carried out in the authorized and paid-up share
capital of the Company.

AUTHORIZED SHARE CAPITAL

The Authorized share Capital of the Company, as on March 31, 2024 is ? 15,00,00,000/- (Rupees
Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of ? 10/-
(Rupees Ten Only) each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL

The issued, subscribed and paid-up capital of the Company, as on March 31, 2024 is ? 9,07,60,720
(Rupees Nine Crore Seven Lakh Sixty Thousand Seven Hundred Twenty) divided into 90,76,072
(Ninety Lakh Seventy Six Thousand Seventy Two) equity shares of ? 10 each.

TRANSFER TO RESERVES (OTHER EQUITY)

Addition to the reserve is as follows:

(Amount in Lakhs

Particulars	As at 31^st March
Particulars	2024	2023
General Reserve
At the beginning of the year	344.90	318.21
Add: Transfer from Statement of Profit & Loss	8.08	36.68
Less: Prior Period Items	-2.44	9.98
At the end of the year	350.55	344.90
Security Premium Reserves
At the beginning of the year	477.73	477.73
Add: Additions During The Year	-	-
At the end of the year	477.73	477.73
Total	828.28	822.63

AUDITORS AND AUDITORSâ REPORT

a. Statutory Auditor:

M/s PVSP & Co., Chartered Accountants (FRN: 008940N), New Delhi, continue as Statutory
Auditor of the Company. In accordance with Section 139 of the Companies Act, 2013, the Board
of Directors at their meeting held on September 01, 2022, based on the recommendation of the
Audit Committee, has recommended the appointment of M/s PVSP & Co., Chartered
Accountants (FRN: 008940N), New Delhi, as a Statutory Auditor of the Company for a period of
5 consecutive years, commencing from conclusion of 30th AGM till the conclusion of 36th AGM,
to be held in the Year 2027.

M/s PVSP & Co. have confirmed their willingness and eligibility for appointment in accordance
with Section 139 read with Section 141of the Act.

Auditorâs Report

Statutory Auditor of the Company has submitted Auditorâs Report on the Accounts of the
Company for the accounting year ended on 31^st March, 2024. The Auditorâs report is self -
explanatory and requires no comments.

b. Secretarial Auditor

The Secretarial Auditor of the Company have submitted their Report in form No. MR-3 as
required under Section 204 of the Companies Act, 2013 for the financial year ended 31^st March,
2024. The Secretarial Auditor Repot is annexed herewith and marked as Annexure I to this
Report. Explanation to the observation of Secretarial Auditor is as follows:

1. In terms of Regulation 46 of SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015, listed entity is required to maintain a functional website containing the basic information
about the Company. During the year under review it has been observed that the Companyâs
website is not working, management of the Company trying to resolve the same at earliest.

Management Reply

c. Internal Auditor

Your Company appointed M/s A B N K & Co., Chartered Accountants, New Delhi, FRN:
033641N, as the internal auditor for the financial year 2022-23.

DIRECTORS AND KEYMANAGERIAL PERSONEL

APPOINTMENT, RETIREMENTS AND RESIGNATION

During the financial year 2023-24, there has been no change in the Directorship of the Company.

In accordance with the requirements of the Companies Act, 2013 the Directors liable to retire by
rotation shall not include Independent Directors and Additional Director, hence the number of
Directors whose office is liable to retire at the annual general meeting are 2 namely:

1. Mr. Tarun Aggarwal

2. Mrs. Megha Agarwal

Mrs. Megha Agarwal the Director of the Company retires by rotation and being eligible offer herself
for Re- appointment.

Appointments

During the financial year 2023-24, there has been no change in the Directorship of the Company.
Resignation

During the financial year 2023-24, there has been no change in the Directorship of the Company.
Retirements by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act,
2013 and Articles of Association of the Company, Mrs. Megha Agarwal (DIN: 07129138), Director of
the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has
offered for her re-appointment.

DIRECTOR AND KEY MANAGERIAL PERSONNEL (KMPs)

Pursuant to provisions of Section 2(51) and 203 of the Companies Act, 2013, the Key Managerial
Personnel (KMP) of the Company during the year are as follows:-

Mr. Tarun Aggarwal	Managing Director
Mrs. Megha Aggarwal	Whole Time Director
Mrs. Usha Aggarwal	Non-Executive Director
Mr. Rahul Agarwal	Non-Executive Independent Directors
Mrs. Anjali Garg	Non-Executive Independent Directors
Mr. Pranav Gupta	Non-Executive Independent Directors
Mr. Hanuman Kumar	Chief Financial Officer
Ms. Kalpana Sharma *	Company Secretary
Ms. Supriya Chakraborty **	Company Secretary

* Ms. Kalpana Sharma, Company Secretary had resigned from the post of Compliance officer of the
Company w.e.f. 04^th August, 2023.

** Ms. Supriya Chakraborty, has appointed as Compliance Officer being Company Secretary of the
Company w.e.f. 01^st September, 2024.

Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company
confirming that:

a) they meet the criteria of independence as prescribed under section 149 of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own
performance, as well as the evaluation of the working of its Committees and individual Directors,
including Chairman of the Board. The performance evaluation of all the Directors was carried out
by the Nomination and Remuneration Committee. The performance evaluation of the Board as a
Whole and the Non-Independent Directors was carried out by the Independent Director While
evaluating the performance and effectiveness of the Board, various aspects of the Boardâs
functioning such as adequacy of the composition and quality of the Board, time devoted by the

Board to Companyâs long-term strategic issues, quality and transparency of Board discussions,
execution and performance of specific duties, obligations and governance were taken into
consideration. Committee performance was evaluated on the basis of their effectiveness in carrying
out respective mandates. A separate exercise was carried out to evaluate the performance of
Directors, who were evaluated on parameters such as level of engagement and contribution to
Board deliberations, independence of judgments, safeguarding the interest of the Company and
focus on creation of shareholders value, ability to guide the Company in key matters, attendance at
meetings, etc. The Executive Directors were evaluated on parameters such as strategy
implementation, leadership skills, quality, quantity and timeliness of the information flow to the
Board

The Directors expressed their satisfaction with the evaluation process.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

NOMINATION & REMUNERATION POLICY

RISK MANAGEMENT

DIRECTOR''S RESPONSIBILITY STATEMENT

a. In the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable
accounting standards read with requirements set out under Schedule III to the Companies Act,
2013, have been followed and there are no material departures from the same;

d. That the directors had prepared the annual accounts on a going concern basis;

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; and

f. That 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.

PARTICULARS OF EMPLOYEES

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

i. The ratio of the remuneration of each Director to the median remuneration of the employees of
the Company for the financial year 2023-24:

Sr. No.	Name of Director	Remuneration Paid during F.Y. 2022-2023	Ratio
1	Tarun Aggarwal	9,00,000/-	42.78

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year 2019-20:

Sr. No.	Name of Director	Remuneration Paid during F.Y. 2023-24	Remuneration Paid during F.Y. 2022-23	Percentage Change
1	Tarun Aggarwal	9,00,000/-	9,00,000	Nil
2	Hanuman Kumar (CFO)	4,20,000	4,20,000	Nil
3	CS Kalpana Sharma	1,00,000	66,129	Nil
4	CS Supriya Chakraborty	1,75,000	N.A.	N.A.

iii. The percentage increase in the median remuneration of employees in the financial year 2023-24:
There has been no change in the median remuneration to the employees.

iv. The number of permanent employees on the rolls of company: 45

vi. The key parameters for any variable component of remuneration availed by the Directors:
variable component of remuneration is availed by Directors.

vii. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration
Policy of the Company.

LISTING ON THE STOCK EXCHANGE

The Equity shares of the Company are listed at BSE Limited. The trading in to the equity shares of
the Company is active on the BSE Limited under XD Group.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance with the
Section 188 of the Companies Act, 2013. However, there were related party transactions. All related
party transactions that were entered by the Company during the financial year were in the ordinary
course of business and on an arm''s length basis. All related party transactions are presented to the
Audit Committee and the Board for approval.

Pursuant to Clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rules 8(2)
of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements or
transactions entered into by the Company with related parties has disclosed in Form No. AOC- 2
which is attached as Annexure-IV.

The policy on materiality of related party transactions and dealing with related party transactions
as approved by the Board can be accessed on the Company''s website at the link www.kuwer.com.

The details of the transactions with related party are provided in the accompanying financial
statements.

COMMITTEES OF THE BOARD

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholder Relationship Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

B) MEETINGS OF THE BOARD

The Board duly met at regular intervals to discuss and decide on business strategies/policies and
review the financial performance of the Company. The notice along with agenda and notes on
agenda of each Board Meeting was given in writing to each Director.

During the financial year ended March 31, 2024, 5 meetings of the Board of Directors were held as
against the statutory minimum requirement of 4 times. None of the two Board Meetings have a gap
of more than 120 days between them. The dates of meetings are mentioned below:

Sr. No.	Date	Sr. No.	Date
1.	30.05.2023	4.	10.11.2023
2.	14.08.2023	5.	14.02.2024
3.	01.09.2023

C) COMPOSITION OF AUDIT COMMITTEE

The Board has constituted the Audit Committee under the applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Recommendation by Audit Committee: There were no such instances where the recommendation of
Audit Committee has not been accepted by the Board during the financial year under review.

The Audit Committee presently comprises of three members, including one Executive Director viz.
Tarun Aggarwal, and two Non-executive Independent director viz. Mr. Pranav Gupta, and Mr. Rahul
Aggarwal who is Chairperson of the Committee. All the members are well versed in corporate
finance and related areas.

The representative(s) of Statutory Auditors are permanent invitees of Audit committee meetings.

During the financial year under review, 4 (Four) Audit Committee Meetings were held. The details of
Meetings are as below:

Date of Meeting	Member Strength	No. of Members present
30.05.2023	3	3
14.08.2023	3	3
10.11.2023	3	3
14.02.2024	3	3

D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted the Nomination & Remuneration Committee under the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Nomination and Remuneration Committee as on date comprises of three members, Mr. Pranav
Gupta, Mrs. Anjali Garg, and Mr. Rahul Aggarwal, Mr. Pranav Gupta is Chairperson of the
Committee.

E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Board has constituted the Stakeholders & Relationship Committee under the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Stakeholder Relationship Committee as on date comprises of three members, including one
Executive Director viz. Tarun Aggarwal, and two Non-executive Independent director viz. Mr. Pranav
Gupta and Mr. Rahul Aggarwal.

F) VIGIL MACHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for its Directors and employees to report their
genuine concerns or grievances. The policy provides a framework for directors and employees to
report genuine concerns about unethical behavior, actual or suspected fraud or violation of the
Company''s code of conduct or ethics policy. Protected disclosures can be made by a whistle blower
through an email or to the Chairman of the Audit Committee. The vigil mechanism/whistle blower
policy can be accessed on the Company''s website at the link: www. kuwer. c om.

G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

During the financial year 2023-24, the Company has received no complaints on sexual harassment.

H) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY
PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided in the
financial statements.

I) CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of Section 135 of Companies Act, 2013 Corporate Social Responsibility not applicable
on the Company.

J) CORPORATE GOVERNANCE REPORT

In spite of above exemption, Your Company adopts best practices for corporate governance,
disclosure standard and enhanced shareholder value while protecting the interest of all other

stakeholders including clients, its employee. This has enabled your Company to earn the trust and
goodwill of its investors, business partners, employees and the communities in which it operates.

The certification by CFO as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 is attached and marked as Annexure -âCâ.

K) COST RECORDS

The provisions of Section 148 are not applicable on the Company. Consequently, the company is
not liable to maintain such cost records.

L) INTERNAL COMPLAINT COMMITTEE

M) DISCLOSURE RELATING TO MATERIAL VARIATION

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015, there is no significant material variances noted in the Company.

N) SECRETARIAL STANDARDS

Secretarial Standards, i.e. SS-I, SS-II and SS-III relating to âMeetings of the Board of Directorsâ,
âGeneral Meetingsâ and âDividendâ respectively to the extent as applicable have been duly followed by
the Company.

O) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has not transferred any amount in investor Education
and Protection Fund.

P) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Managing Directors of the Company did not receive any remuneration or commission from
subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company''s operations in future.

SUBSIDIARY & ASSOCIATE COMPANY

The Company does not have any subsidiary and associate Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUT GO.

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Moreover, your company emphasis towards a safe and clean environment and continue to adhere to
all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Foreign Exchange, earnings and Outgo are given as below:-

Particulars	Year 2024 (Amount)	Year 2023 (Amount)
Foreign Exchange Earning	Nil	Nil
Foreign Exchange Outgoing	Nil	Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed
and to the Customers for their valued patronage.

By order of the Board
For Kuwer Industries Limited

Sd/- Sd/-

Tarun Aggarwal Megha Aggarwal

(Managing Director) (Whole Time Director)

DIN: 01320462 DIN: 07129138

Place: New Delhi D-1004, New Friends Colony, D-1004, New Friends Colony,

Date: 02.09.2024 New Delhi-110025 New Delhi-110025

Mar 31, 2015

Dear Stakeholders,

The Directors are pleased to present herewith their Report on the business and Operation of the Company together with the Audited financials and Report of Secretarial Auditor for the financial year ended on 31st March, 2015.

Financial Highlights

(Rupees in Lacs)

Particulars For the Year Ended For the Year 31.03.2015 Ended 31.03.2014

Sales 2344.91 1880.60

Other Income 193.99 211.54

Total Income 2538.90 2092.14

Total Expenditure 2363.37 1969.33

Profit/(Loss) before Finance Cost & 175.54 122.81 Depreciation

Depreciation 87.21 88.34

Finance Cost 70.49 113.80

Profit/(Loss) before tax 17.83 9.01

Tax 6.64 3.88

Net Profit & (Loss) 11.19 5.12

Paid Up Share Capital 907.61 509.50

EPS (in Rs.) 0.12 0.10

REVIEW OF OPERATIONS

During the year under review the Company has recorded total revenue of Rs. 2538.90 Lacs as compared to Rs. 2092.14 Lacs for the previous year and Net Profit of Rs. 11.19 Lacs for the year as compared to a Profit of Rs. 5.12 Lacs in the previous year. The net profit for this financial year has increased by approximately more than two times on account of increase in the sale volume by 25% and reduction in the Finance cost by 38.07%. The sales for the year under review were Rs. 2344.91 Lacs as compared to Rs. 1880.60 Lacs for the last year. There has been decrease in other income. The other income for the period under review is Rs. 193.99 Lacs whereas the same was Rs. 211.54 Lacs in the last financial year.

Your Company performed better during the year, despite challenging economic conditions, Your Directors is of the opinion that the Company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years. Your Company hopes to increase its presence in the business in other Geographical Regions in the coming years, which will significantly increase the top line and also its profitability.

DIVIDEND

The Board of Directors of your Company is of the opinion that during the year Company has not generated much profit and keeping in view the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended March 31, 2015. The Board assures you to present a much strong financial statements in coming years.

CHANGE IN SHARE CAPITAL

During the year under consideration there was no change in the Authorised Share Capital of the Company however the Company has allotted Equity shares on the preferential basis to the promoters and non promoters in the month of May in the financial year 2014-15 in respect of which the application money has been received by the Company in 2012. The Equity shares allotted as aforesaid has been listed on the BSE Limited and Delhi Stock Exchange Limited. Your Company has complied with all the applicable laws regarding the issue, allotment and listing of Equity Shares on preferential basis.

TRANSFER TO RESERVES

Addition to the reserve is as follows:

Particulars As at 31 March, 2015 As at 31 March, 2014

Surplus:

At The Beginning Of The Accounting Period 43,480,129 42,968,293

Add: Additions During The Year 1,119,472 511,836 (Balance as per statement of profit & loss)

Less: Adjusted Depreciation 14,718,515 -

29,881,086 43,480,129

Add; Share Premium 47,773,280 -

Total 77,654,366 43,480,129

AUDITORS

The Members of the Company had at its 21st Annual General Meeting held on 30th September 2014 approved the appointment of M/s. PVSP & Co., (Formerly Bhatia Praveen & Co.), Chartered Accountants having registration No. 08940N as the Statutory Auditor of the Company, upto the conclusion of Annual General Meeting (AGM) to be held in the financial year 2018-19 and offer themselves for re-appointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment.

In view of the rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the existing appointment of M/s. PVSP & Co., (Formerly Bhatia Praveen & Co.), Chartered Accountants, covering the period from the conclusion of this ensuing AGM until the conclusion of the next Annual to be held in the financial year 2016-17, is being placed for members' ratification.

The Board recommends the appointment of M/s PVSP & Co., Chartered Accountants the Statutory Auditors of the Company till the financial Year 2016-17 subject to ratification of their appointment at every AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

AUDITOR'S REPORT

The Auditor's Report dated 30th May 2015 on the financials statements of the company for the financial year 2014-15. The explanation to the qualification of Statutory Auditor is as follows:

Auditors Qualification: We are unable to give our comments on the amount given for purchase of the property of Rs.129.39 lacs & corporate advance of Rs.27.34 lacs due to lack of audit evidence.

Management Reply: Management is taking appropriate steps to substantiate the transactions undertaken to the satisfaction of Auditor in respect of which Auditor has provided qualified opinion.

SECRETARIAL AUDITOR

The Board has appointed MB & Co., Company Secretaries, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15.

SECRETARIAL AUDITORS' REPORT

The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith and marked as Annexure I to this Report. Explanation to the Observation of Secretarial Auditor is as follows:

Observation of Auditors: The Board of Directors of the Company is duly constituted and there was no appointment of Company Secretary as required under section 203 of the Companies Act 2013.

Directors' Explanation: Company has not appointed Company Secretary as required under section 203 of the Companies Act 2013 and the rules made there under during the year under review, as Company is in process appropriate and competent person to hold the post of Company Secretary.

Observation of Auditors: During the audit period, the Company changed the designation of Mr. Yashpal Sharma and Mr. Pankaj Gupta at its Annual General Meeting but no form regarding change in designation of the said directors has been found at the MCA Site, Ministry of Corporate Affairs, Government of India.

Directors' Explanation: Mr. Yashpal Sharma and Mr. Pankaj Gupta were appointed as the Independent Directors of the Company on 1st October 2003. After the implementation Companies Act 2013 there appointment was formalized by fixing the tenure of independent directors with the approval of Shareholders in the Annual General Meeting held on 30.09.2014 and there was no change in designation of the said directors was made. Therefore no form was required to be filed with Registrar of the Companies.

Observation of Auditors: During the audit period, the Company had availed loans from Banks and/ or Financial Institutions but the forms with respect to creation/ modification and/ or satisfaction of charges were not found at the MCA Site, Ministry of Corporate Affairs, Government of India.

Directors' Explanation: The Management is taking necessary steps to file the required with Registrar of Companies which was missed out inadvertently.

INTERNAL AUDITORS

Company has appointed Mr. Rajiv Kumar Rattan, Chartered Accountants, Ghaziabad having Membership No. 510170 as the internal auditor for the purpose of conducting of the operation of the Company.

DIRECTORS AND KEY MMANAGERIAL PERSONELL

APPOINTMENT AND RESIGNATION

During the financial year 2014-15, Mrs. Megha Agarwal was appointed as additional Non Executive Director of your Company at the meeting of the Board of Directors held on 23rd March, 2015 and her tenure was upto the ensuing AGM and subsequently to be appointed as a Non Executive Director by the shareholders at the AGM to be held on 30th September, 2015.

Further during the year Mr. Dinesh Kumar Dwivedi has resigned from the Directorship of the Company on 4th September 2014.

In accordance with the requirements of the Companies Act, 2013 the Directors liable to retire by rotation shall not include Independent Directors and Additional Director, hence the number of Directors whose office is liable to retire at the annual general meeting are 3 namely:

1. J.B. Aggarwal

2. Shailesh Gupta

3. Tarun Aggarwal

Mr. Shailesh Gupta the Director of the Company retires by rotation and being eligible offer himself for Re- appointment.

CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Company has Designated Mr. Tarun Aggarwal Whole Time Director of the Company as the Chief Financial Officer of the Company but Company has not appointed any Company Secretary during the Year. Please refer to the explanation to the Observation offered by Secretarial Auditor.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent director, performance of the Board as a whole and performance of Chairman was evaluated.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets.

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure II to this Report.

RISK MANAGEMENT

The Company has a Risk Management Manual in place that defines the policies, lays out the strategies and methodology to decide on the risk taking ability of the organization.

The Company constantly reviews its exposure to various types of risk, whether it be regulatory, operational, environmental, financial or political. The Company has in place adequate systems to ensure compliance with all regulatory and statutory matters, reviews the same on a periodic basis and takes appropriate corrective action when necessary.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st March, 2015 and state that:

a. in the preparation of the annual accounts for the financial year ended on 31st March, 2015, 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;

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; and

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.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is required be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15:

S. No. Name of Director Remuneration Paid during F.Y. 2015 Ratio

1 Jai Bhagwan 6,00,000 7.14 Aggarwal

2 Tarun Aggarwal 4,80,000 5.71

ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2014-15:

S. No. Name of Remuneration Paid Remuneration Percentage Director during F.Y. 2015 Paid during F.Y. Change 2015

1 Jai Bhagwan 6,00,000 4,50,000 33.33 Aggarwal

2 Tarun Aggarwal 4,80,000 3,60,000 33.33

Company has not appointed any Company secretary during the year under review. Mr. Tarun Aggarwal is Director Finance and Compliance officer of the Company.

iii) the percentage increase in the median remuneration of employees in the financial year 2014-15: 37.50%

iv) the number of permanent employees on the rolls of company: 27

v) the explanation on the relationship between average increase in remuneration and company performance:

During the period under review the increase in the remuneration is 25.54% and the revenue of the Company increased by 25% and the net profit has been increased to two time in comparison to profit in previous financial year ended on 31.03.2014.

vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

The Remuneration is being paid in Key Managerial personnel to Mr. Jai Bhagwan Aggarwal, Managing Director of the Company and Mr. Tarun Aggarwal, Whole Time Director (Finance).

Remuneration paid to Mr. Jai Bhagwan Aggarwal and Mr. Tarun Aggarwal during the period under review is Rs. 600000 and Rs. 480000. The Performance of the Company has improved drastically during the period. Total Revenue of the Company increased by 21.38% whereas the profit before tax and after tax has been almost doubled.

Comparison of Increase in remuneration with performance of Company

vii) 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, 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 As at 31st Variation March, 2015 March, 2014

Closing rate of share Rs. 9.00 19.95 (54.88) at BSE

Net Worth Rs./Lac 1684.15 944.30 78.35

Market Capitalization Rs./Lac 816.85 1016.45 (19.64)

Price Earnings Ratio Rs. 75.00 199.50 (62.41)

viii) 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:

The average percentage increase in the remuneration of the employees other than Key Managerial Personnel is 37.50 and the increase in the remuneration of Key Managerial Personnel is 33.33%.

ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

The remuneration is paid to Mr. Jai Bhagwan Aggarwal and Mr. Tarun Aggarwal. Comparison of remuneration paid to each of them and performance of Company is as follows:

S. No. Name of Director Remuneration Paid Revenue Profit

1 Jai Bhagwan Aggarwal 600000 253890363 1119472 2 Tarun Aggarwal 480000 253890363 1119472

x) the key parameters for any variable component of remuneration availed by the Directors:

No variable component of remuneration is availed by Directors.

xi) the ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director during the year:

There is no employee in the Company who is in receipt of the remuneration more than Director.

xii) affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

LISTING ON THE STOCK EXCHANGE

The Equity shares of the Company are listed at BSE Limited and Delhi Stock Exchange Limited. The trading in to the equity shares of the Company is active on the BSE Limited under B Group.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013. However, there were related party transactions. All related party transactions that were entered by the Company during the financial year were on an arm's length basis. All related party transactions are presented to the Audit Committee and the Board for approval.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the Company's website at the link: www.Kuwerindustries.com

The details of the transactions with related party are provided in the accompanying financial statements.

CORPORATE GOVERNANCE

Your Company believes and preached the Corporate Governance practices which are in line with legal requirements of Clause 49 of listing agreement and Companies Act 2013. The Company has adopted the practices which are prevalent in the industry. Further Securities and Exchange Board of India vide its Circular (Circular No. CIR/CFD/Policy Cell/7/2014) dated 15th September 2014 has exempted certain Companies from mandatory Compliance of provision of clause 49 of listing agreement entered in to with the Stock Exchange where the Share of the Company are listed. In terms of said circular every Company which has paid up capital less than Rs. 10 Crore and Net worth less than Rs. 25 Crore are exempted from complying with the provisions of clause 49 of listing agreement.

The Paid up capital of you company is Rs. 9.08 Crore and Net worth is Rs. 16.84 Crore therefore your Company is exempted from the complying with the provision of clause 49, however your director assure you that your company will continue to follow the good corporate governance practices. The separate section on corporate governance is being discontinued and director shall inform the stakeholders in the Board Report section.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope: - Audit Committee

- Nomination and Remuneration Committee

- Stakeholder Relationship Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-III to this Report.

B) MEETINGS OF THE BOARD

During the financial year ended March 31, 2015, 10 meetings of the Board of Directors were held as against the statutory minimum requirement of 4 times. None of the two Board Meetings have a gap of more than 120 days between them. The dates of meetings are mentioned below:

Sr. Date Sr. Date

No. No.

1. 15.04.2014 3. 15.09.2014

2. 15.05.2014 7. 14.11.2014

3. 26.05.2014 8. 13.02.2015

4. 14.08.2014 9. 17.03.2015

5. 04.09.2014 10. 23.03.2015

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee as on date comprises of three members, including one is Whole- Time-Director viz. Tarun Gupta and two are Non executive Independent director viz. Yashpal Sharma, Mr. Pankaj Gupta. Mr. Pankaj Gupta is heading the Committee.

D) VIGIL MACHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors at its meeting held on 30th May, 2014 has adopted a vigil mechanism/whistle blower policy of the Company. The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. Protected disclosures can be made by a whistle blower through an email or to the Chairman of the Audit Committee. The vigil mechanism/whistle blower policy can be accessed on the Company's website at the link: www.Kuwerindustries.com.

E) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2014-15, the Company has received no complaints on sexual harassment.

F) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided in the financial statements.

G) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Managing Directors of the Company did not receive any remuneration or commission from subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

SUBSIDIARY & ASSOCIATE COMPANY

The Company does not have any subsidiary and associate Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director's report for the year ended 31st March, 2015 are given below :

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The provisions related conservation of energy does not apply to the Company, therefore, the information as provided in Performa given in Form A under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not given. However, the Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

The Company has been taking energy saving measures viz., Use of energy saver electrical equipments, CFL fittings are provided inside the building for common area lighting in the projects of the Company, Efficient ventilation system in offices and the projects of the Company.

Moreover, your company emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your company has not undertaken any research and development work during the year 2014-15. However, in order to minimize its cost and increase the quality of its projects, your Company is trying to maintain highest standard of quality.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, earnings and Outgo are given as below:- Year 2015 Year 2014 (Amt.) (Amt.) Foreign Exchange earning Nil Nil Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company, Housing Finance as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated Endeavour towards attainment of better working results during the current year.

For & on the behalf of the Board of Directors of Kuwer Industries Limited

Regd. Office: D-1004, Ist Floor

New Friends Colony, New Delhi - 110065 Sd/- Sd/-

Tarun Aggarwal J.B. Aggarwal

Date : 02.09.2015 Whole Time Managing Director Director

Place: New Delhi DIN: 01320462 DIN: 00315184

Mar 31, 2014

Dear Stakeholders,

The Directors are pleased to present herewith their Report on the business and Operation of the Company together with the Audited financials for the year ended on 31st March, 2014.

Financial Summary (Rupees in Lacs)

Particulars For the Year Ended 31.03.2014 For 31.03.2013 Sales 1880.60 1526.82 Other Income 211.54 93.51 Total Income 2092.14 1620.33 Total Expenditure 1969.33 1478.01 Profit/(Loss) before Finance Cost 122.81 142.32 & Depreciation Finance Cost 113.80 134.74 Profit/(Loss) before tax 9.01 7.57 Tax 3.88 5.88 Net Profit & (Loss) 5.12 1.69 Paid Up Share Capital 509.50 509.50 EPS (in Rs.) 0.10 0.03 REVIEW OF OPERATIONS

During the year under review the Company has recorded total revenue of Rs. 2092.14 Lacs as compared to Rs. 1620.33 Lacs for the previous year and Net Profit of Rs. 5.12 Lacs for the year as compared to a Profit of Rs. 1.69 Lacs in the previous year. The net profit for this financial year has increased by approximately three times on account of increase in the sale volume and increase in the other income. Further the decrease in the Finance cost by 15.53% has also contributed toward the increase in net profit. The sales for the year under review were Rs. 1880.60 Lacs as compared to Rs. 1526.82 Lacs for the last year therefore registered an increment in sales of 23.17 percent. Increase in the sales is on account of increase in the demand of the product which affects the sales volume. Our product has been recognized not only in India but also abroad.

Your Company performed better during the year, despite challenging economic conditions, Your Directors is of the opinion that the Company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years. Your Company hopes to increase its presence in the business in other Geographical Regions in the coming years, which will significantly increase the top line and also its profitability.

DIVIDEND

The Board of Directors of your Company is of the opinion that during the year Company has not generated much profit and keeping in view the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended March 31, 2014. The Board assures you to present a much strong financial statements in coming years.

CHANGE IN SHARE CAPITAL

During the year under consideration there was no change in the Authorised Share Capital of the Company however the Company has allotted Equity shares on the preferential basis to the promoters and non promoters in the month of May in the current financial year in respect of which the application money has been received by the Company in 2012. The Equity shares allotted as aforesaid has been listed on the BSE Limited and Delhi Stock Exchange Limited. Your Company has complied with all the applicable laws regarding the issue, allotment and listing of Equity Shares on preferential basis.

LISTING

The Equity shares of the Company are listed at BSE Limited and Delhi Stock Exchange Limited. The trading in to the equity shares of the Company is active on the BSE Limited under B Group.

DEPOSITORY SYSTERM

Equity shares of Your Company are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2014, 73.76% of the equity shares of your Company were held in demat form.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report. Annexure A

DIRECTORATE

In accordance with the requirements of Section 152 of the Companies Act, 2013 the Directors liable to retire by rotation shall not include Independent Directors, hence the number of Directors whose office is liable to retire are 3 namely:

1. J.B. Aggarwal

2. Tarun Aggarwal

3. Shailesh Gupta

Mr. Tarun Aggarwal the Whole Time Director of the Company retires by rotation and being eligible offer himself for Re- appointment.

The Companies Act, 2013 provides for appointment of Independent Directors. Section 149(10) of the Companies Act, 2013 (effective April 1, 2014) provides that Independent Directors shall hold the office for a term of up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a Special Resolution by the Shareholders of the Company.

At Kuwer Industries Limited, the Independent Directors were appointed as the directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. Section 149(11) of the Companies Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defined in 152(6) and (7) of the Act shall not apply to such Independent Directors. Therefore it is proposed to re-appoint Independent Directors not to retire by rotation and also to fix their tenure. Resolution in respect of Mr. Yashpal Sharma, Mr. Pankaj Gupta regarding their appointment as Independent Director has been placed in the notice to the Annual General Meeting.

Mr. Dinesh Kumar Dwivedi the independent Director of the Company has resigned from the Directorship with effect from 04.09.2014.

Brief resume of Directors proposed to be re-appointed, nature of their experience in their specific functional areas, name of the companies in which they hold directorship and membership/chairmanship of the Board Committees, shareholding as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of sub section (2AA) of section 217 of the Companies Act, 1956, the Directors confirm that:

i. In the preparation of annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

iii. 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.

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

CORPORATE GOVERNANCE

The Corporate Governance Report, as stipulated under Clause 49 of the Listing Agreement entered into by the Company with the stock exchanges forms the part of this Report. The requisite Certificate issued by M/s PVSP & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this report.

PARTICULARS OF EMPLOYEES

During the period under review, the Company does not have any employee who is covered under Section 217(2A) of the Companies Act 1956.

PUBLIC DEPOSIT

During the year under review, Your Company has not invited any deposits from the Public U/s 58 A of the Companies Act, 1956.

AUDITORS

The Auditors, PVSP & Co., (Formerly Bhatia Praveen & Co.) Chartered Accountants, having firm registration No. 08940N, hold office until the conclusion of the forthcoming Annual General Meeting and offer themselves for re- appointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint PVSP & Co. as Statutory Auditors of the Company for a term of 5 Years commencing from the conclusion of the forthcoming AGM till the conclusion of the 26th AGM.

AUDITOR''S REPORT

The Auditor''s Report dated 30th May 2014 on the financials statements of the company for the financial year 2013- 14 does not have any reservation, qualification or adverse remarks. The report of auditor for financial year 2013- 2014 is self explanatory and does not warrant any further comments or explanation from the Directors.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

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 are given in the enclosed ANNEXURE -B.

INDUSTRIAL RELATIONS

The Industrial relations continue to be very cordial. Your Directors wish to place on record their deep appreciation for depreciation and work put in the employees at their levels.

ACKNOWLEDGMENT

Your Directors wish to place on record, their deep gratitude to our Bankers, Stock Exchanges and other Government Authorities for their continued support and patronage.

Your Directors wish to express their deep gratitude to all stakeholders for their continued support and patronage.

For & on the behalf of the Board of Directors of

Regd. Office: D-1004, Ist Floor Kuwer Industries Limited New Friends Colony, New Delhi -110065

Sd/- Sd/- Tarun Aggarwal J.B. Aggarwal Date: 04.09.2014 Whole Time Director Managing Director Place: New Delhi DIN: 01320462 DIN: 00315184

Mar 31, 2013

Dear Stakeholders,

The Directors are pleased to present herewith their Report on the business and Operation of the Company together with the Audited financials for the year ended on 31st March, 2013.

FINANCIAL RESULTS

(Rupees in Lacs)

Particulars For the Year Ended 31.03.2013 For the Year Ended 31.03.2012

Sales 1526.82 1846.58

Other Income 93.51 80.36

Total Income 1620.33 1926.94

Total Expenditure 1391.83 1705.10

Profit/(Loss) before Finance

Cost & Depreciation 228.50 221.84

Finance Cost 134.74 122.52

Depreciation 86.19 85.31

Profit/(Loss) before tax 7.57 14.01

Tax 5.88 9.19

Net Profit & (Loss) 1.69 4.82

Paid Up Share Capital 509.50 509.50

REVIEW OF OPERATIONS

During the year under review the Company has recorded total revenue of Rs. 1620.33 Lacs as compared to Rs. 1926.94 Lacs for the previous year and Net Profit of Rs. 1.69 Lacs for the year as compared to a Profit of Rs. 4.82 Lacs in the previous year. The net profit for this financial year has declined by approximately by 65 percent which was due to increase in the finance cost and decline in the sales of the product of the Company. The sales for the year under review were Rs. 1526.82 as compared to Rs. 1846.58 for the last year therefore registered a reduction in sales of 17.32 percent. Decline in the sale is on account of sluggish economic condition which affect the demand function. The other income for the year under review was up by 16.36 percent approximately amounting to Rs. 93.51 Lacs as compared to 80.36 Lacs for last year.

Your Company performed satisfactorily during the year, despite challenging economic conditions, Your Directors is of the opinion that the Company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years. Your Company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

DIVIDEND

The Board of Directors of your Company is of the opinion that during the year Company has not generated much profit and keeping in view the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended March 31, 2013. The Board assures you to present a much strong financial statements in coming years.

CHANGE IN SHARE CAPITAL

During the year under consideration the Authorised share Capital of the Company increased from Rs. 60000000 to Rs. 150000000. The Issued Subscribed and Paid-up Share capital of the Company remained unchanged during the year under review which is Rs. 50950000.

FAILURE OF PREFERENTIAL ISSUE

During the year under review Company has decided to allot 9500000 Equity Shares on the preferential basis to promoters and non promoters, by passing Special resolution through postal ballot, the result of which was declared on 27th March, 2013. All the related Compliances were duly made by the Company however the in-principle approval for the listing of Equity as aforesaid was rejected by the BSE Limited on the grounds of delay in filling the in-principle application and directed to seek fresh consent of the Shareholders, therefore the Company could not made the allotment of the Equity Shares.

LISTING

The securities of the Company are listed at BSE Limited and Delhi Stock Exchange Limited but the trading of the Equity Shares of the Company was suspended by BSE Limited. The Company has complied with all the compliances required to revoke the suspension of the trading of the Company and the suspension has been revoked successfully. Trading in Equity Shares of the Company has been commenced at BSE trading platform w.e.f 13th July 2012.

DEPOSITORY SYSTEM

Your Company''s equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2013, 72.64% of the equity shares of your Company were held in demat form.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report. Annexure A

DIRECTORATE

In accordance with the requirements of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Shailesh Gupta and Mr. Pankaj Gupta, the Directors of the Company retires by rotation and being eligible offers themselves for Re- appointment.

Mr. J.B. Aggarwal who was appointed as the Managing Director of the Company by the shareholders in the Annual General Meeting of the Company and whose term is due to determine in the ensuing Annual General Meeting. Having regard to the services rendered by Mr. J.B. Aggarwal the board recommends the re-appointment of Mr. J.B. Aggarwal as appended in the notice to the general meeting.

The remuneration of Mr. J. B. Aggarwal the Managing Director of the Company and Mr. Tarun Aggarwal the Whole Time Director of the Company are receiving the remuneration as decide at the time of their initial appointment and has not been increased since then. Having regards to the increased business responsibility and recommendation of remuneration committee it has been decided that the salary of both is to be increased subject to the approval of shareholders.

Brief resume of Directors proposed to be re-appointed, nature of their experience in their specific functional areas, name of the companies in which they hold directorship and membership/chairmanship of the Board Committees, shareholding as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of sub section (2AA) of section 217 of the Companies Act, 1956, the Directors confirm that:

i. In the preparation of annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31st 2013 and of the profit or loss of the Company for that period.

iii. 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.

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

CORPORATE GOVERNANCE

The Corporate Governance Report, as stipulated under Clause 49 of the Listing Agreement entered into by the Company with the stock exchanges forms the part of this Report. The requisite Certificate issued by M/s PVSP & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this report.

PARTICULARS OF EMPLOYEES

During the period under review, the Company does not have any employee who is covered under Section 217(2A) of the Companies Act 1956.

PUBLIC DEPOSIT

During the year under review, Your Company has not invited any deposits from the Public U/s 58 A of the Companies Act, 1956.

AUDITORS

The Auditors, PVSP & Co., (Formerly Bhatia Praveen & Co.) Chartered Accountants, having firm registration No. 08940N, hold office until the conclusion of the forthcoming Annual General Meeting and offer themselves for re- appointment. Auditors have confirmed that, their re-appointment, if made would be in the limits prescribed under section 224(IB) of the Companies Act, 1956 and also they are not disqualified in terms of section 226 of the Companies Act, 1956.

AUDITOR''S REPORT

The Auditor''s Report dated 30th May 2013 on the financials statements of the company for the financial year 2012- 13 does not have any reservation, qualification or adverse remarks. The report of auditor for financial year 2012- 2013 is self explanatory and does not require any further comments or explanation from the Directors.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/ documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

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 are given in the enclosed ANNEXURE ÂB.

INDUSTRIAL RELATIONS

The Industrial relations continue to be very cordial. Your Directors wish to place on record their deep appreciation for depreciation and work put in the employees at their levels.

ACKNOWLEDGMENT

Your Directors wish to place on record, their deep gratitude to our Bankers, Stock Exchanges and other Government Authorities for their continued support and patronage.

Your Directors wish to express their deep gratitude to all stakeholders for their continued support and patronage.

For & On the Behalf of Board of Directors

Of Kuwer Industries Limited

Sd/- Sd/-

Tarun Aggarwal J. B. Aggarwal Whole Time Director Managing Director

Date: 28.08.2013

Place: New Delhi

Mar 31, 2012

The Directors present herewith the 19th Annual Report of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rupees in Lacs) Particulars For the Year For the Year Ended 31.03.2012 Ended 31.03.2011

Sales 2035.33 3563.24

Other Income 80.36 50.16

Total Expenditure 1912.92 3720.65

Profit/(Loss) before Interest & 221.84 229.49 Depreciation

Finance Cost 122.52 136.07

Depreciation 85.31 82.61

Net Profit & (Loss) 4.82 (2.91)

Paid Up Share Capital 509.50 509.50

REVIEW OF OPERATIONS

Your Company performed satisfactorily during the year, despite challenging economic conditions, Your Directors are of the opinion that the company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years. During the year, the Company has achieved the turnover of Rs. 203,532,861 and Net Profit is Rs. 4,82,041. Your Company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

DIVIDEND

The Board of Directors of your company is of the opinion that during the year Company has not generated much profit and keeping in view the future fund requirements of the company, your directors do not recommended any dividend for the financial year ended March 31, 2012. The Board assures you to present a much strong financial statements in coming years.

FUTURE OUTLOOK

Your company is focusing on delivering quality products and further strengthening its Infrastructure to get the growth of the Company. Your company is going on board a new voyage.

DEPOSITORY SYSTEM

Your Company's equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2012, 37.43% of the equity shares of your Company were held in demat form. The Company was admitted its securities with only National Services Depository Limited (NSDL), Now Your Company has admitted its securities also with Central Depository Services (India) Limited (CDSL) to enable our share owners to hold their shares in dematerialised form at both depositories. International Security Identification Number of your Company is INE430F01010

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report. Annexure A

DIRECTORATE

In accordance with the requirements of the Companies Act, 1956 and the company's Articles of Association, Mr. Yashpal Sharma and Mr. Tarun Aggarwal, directors of the Company retires by rotation and being eligible offers themselves for Re appointment.

Brief resume of Directors proposed to be re-appointed, nature of their experience in their specific functional areas, name of the companies in which they hold directorship and membership/chairmanship of the Board Committees, shareholding and relationship between Directors inter-se as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of sub section (2AA) of section 217 of the Companies Act, 1956, the Directors confirm that:

i. In the preparation of annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

iii. 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.

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

CORPORATE GOVERNANCE

Committed to good corporate governance practices, your company fully conforms to the standards set out by the Securities and Exchange Board of India and other regulatory authorities and has implemented and complied with all of its major stipulations. The requisite Certificate issued by M/s PVSP & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this report.

LISTING

The securities of the Company are listed at BSE Limited and Delhi Stock Exchange Limited but the trading of the securities of the Company was suspended from BSE Limited. As the Company has complied with all the compliances required to revoke the suspension of the trading of the Company, the suspension has been successfully revoked and trading of Shares have been commenced at BSE trading platform w.e.f 13th July 2012.

PARTICULARS OF EMPLOYEES

During the period under review, the company does not have any employee who is covered under Section 217(2A) of the Companies Act 1956.

PUBLIC DEPOSIT

During the year under review, your company has not invited any deposits from the Public U/s 58 A of the Companies Act, 1956.

AUDITORS

The Auditors, PVSP & Co., (Formerly Bhatia Praveen & Co.) Chartered Accountants, having registration No. 08940N, hold office until the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. Auditors have confirmed that, their re-appointment, if made would be in the limits prescribed under section 224(IB) of the Companies Act, 1956 and also they are not disqualified in terms of section 226 of the Companies Act, 1956.

AUDITOR'S REPORT

The Auditor's Report dated 14.08.2012 on the financial statements of the company for the financial year 2011-2012 does not have any reservation, qualification or adverse remarks. However Auditors have emphasis on few matters which are as follows:

i. Note No. 18 (iii) regarding non provision towards diminution in the value of investments or its realizable/recoverable value.

ii. Note No. 18 (iv) regarding confirmation of loans given to companies which are awaited and have placed reliance on balance shown in the books of Company.

iii. Note No. 18 (x) regarding verification of related parties disclosures as required under accounting Standard 18 has been based on the information made available from the Company.

CLAUSE 5A OF THE LISTING AGREEMENT

In view of newly inserted clause 5A to the Listing Agreement vide circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by the Securities and Exchange Board of India (SEBI) introducing uniform procedure for dealing with the unclaimed shares. We would also like to inform you that as on date there is no unclaimed share with the Company.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/reports/documents/intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

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 are given in the enclosed ANNEXURE -B

INDUSTRIAL RELATIONS

The Industrial relations continue to be very cordial. Your Directors wish to place on record their deep appreciation for depreciation and work put in the employees at their levels.

ACKNOWLEDGMENT

Your Directors wish to place on record, their deep gratitude to our Bankers, BSE Limited and other Government Authorities for their continued support and patronage.

Your Directors wish to express their deep gratitude to all stakeholders for their continued support and patronage.

For & on behalf of the Board of directors of KUWER INDUSTRIES LIMITED

Sd/- Tarun Aggarwal Director

Sd/- Jai Bhagwan Aggarwal Director Date : 25.08.2012 Place: New Delhi

Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report of your Company together with Audited Accounts for the ended 31st march 2010.

PERFORMANCES:

The total turnover achieved by your company during the under review is Rs 1622.70 Lacs. Your Directors are of the opinion that the company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years.

2009-2010 (RS IN LACS) 2008-2009 (RS IN LACS)

Turnover 3209.90 3677.63

Depreciation 79.40 67.05

Net profit 26.07 38.20

Less: provision for taxation 6.92 5.63

Profit/Loss after tax 10.14 23.24

Appropriation:

Proposed dividend NIL NIL

Transfer to general reserve 10.14 1.91

DIVIDEND:

Your directors have decided not to declare dividend for the year.

DIRECTORS:

In accordance with the provision of the companies act, 1956 and Articles of association of the Company Shri Shailesh Gupta, retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for the re- appointment.

AUDITORS:

M/S Vinod Ralhan & Co., Chartered Accountant, New Delhi, statutory Auditors of your Company, retire from their office. They are however eligible for re-appointment and have furnished certificate to effect that their appointment. If made, will be within the limits specified in sub section (I-B) OF SECTION 224 of the act and offers themselves for re-appointment. Your Company has received from them, the certificate required under Section 224(I-B) of the Companies Act, 1956. Your directors recommend their reappointment.

FIXED DEPOSITS:

The Company has not accepted any deposits under Section 58-A read under the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS REPORT:

The observation made by the Auditors, have already been fully explained in the notes attached to the Accounts and therefore do not call for further comments under Section217 (3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

None of the employees of the company was in receipt of total remuneration of Rs 24,00,000/- of the financial year under review or Rs 20,00,000/- per month. Hence, the information under Section 217(2-A) on the Companies Act, 1956 read with Companies (particulars of Employees) Rules 1975 are not required to be furnished.

DIRECTORSÃ RESPONSIBILITY STATEMENT:

DirectorsÃ Responsibility statement as required under section 217(2AA) of the Companies Act, 1956 is as follows:

1. That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2010 the Accounting Standards as prescribed by the Institute of Chartered Accountants of India and the Companies Act, 1956 as applicable to the Company had been followed.

2. That 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 true and fair view of the state of affairs of the Company at the end of the financial year i.e. 1st April 2009 to 31st March 2010 and of the profits and loss of the company for that period.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act ,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the Annual Accounts for the year ended on 31st March 2010 on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis report as required under the listing agreement with the Stock Exchange is enclosed as Annexure ÃA

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS& OUTGO

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 are given in the enclosed ANNEXURE ÃB

INDUSTRIAL RELATIONS:

The Industrial relations continue to be very cordial. Your Directors wish to place on record their deep appreciation for depreciation and work put in the employees at their levels.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for the excellent co-operation and assistance received by the Company from the shareholders, Financial Institutions, bankers, government Agencies during the year under review.

FOR AND ON BEHALF OF THE DIRECTORS OF

KUWER INDUSTRIES LIMITED

Sd- Sd-

J.B.AGGARWAL TARUN AGGARWAL

MANAGING DIRECTOR DIRECTOR

Date : 01.09.2010

Place: New Delhi

Mar 31, 2009

To The Members of Kuwer Industries Limited

The Directors have pleasure in presenting the 16th Annual Report of your Company together with Audited Accounts for the ended 31st march 2009.

PERFORMANCES:

The total turnover achieved by your company during the under review is Rs 1622.70lacs. Your Directors are of the opinion that the company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years.

2008-2009 (RS IN LACS) 2007-2008 (RS. IN LACS)

Turnover 3677.63 1971.55

Depreciation 67.05 66.59

Net profit 38.20 (34.40)

Less: provision for taxation 5.63 ----

Provision for FBT 1.08 1.10

Provision for Deferred Tax 6.62 (10.42)

Profit/Loss after tax 23.24 (25.07)

Appropriation:

Proposed dividend NIL NIL

Transfer to general reserve 21.91 (25.07)

DIVIDEND:

Your directors have decided not to declare dividend for the year.

DIRECTORS:

In accordance with the provision of the companies act, 1956 and Articles of association of the Company Shri Shailesh Gupta, retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for the re- appointment.

AUDITORS:

M/S Vinod Ralhan & Co., Chartered Accountant, New Delhi, statutory Auditors of your Company, retire from their office. They are however eligible for re-appointment and have furnished certificate to effect that their appointment. If made, will be within the limits specified in sub section (I-B) OF SECTION 224 of the act and offers themselves for re-appointment. Your Company has received from them, the certificate required under Section 224(I-B) of the Companies Act, 1956. Your directors recommend their reappointment.

FIXED DEPOSITS:

The Company has not accepted any deposits under Section 58-A read under the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS REPORT:

The observation made by the Auditors, have already been fully explained in the notes attached to the Accounts and therefore do not call for further comments under Section217 (3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

None of the employees of the company was in receipt of total remuneration of Rs 24,00,000/- of the financial year under review or Rs 2,00,000/- per month. Hence, the information under Section 217(2-A) on the Companies Act, 1956 read with Companies (particulars of Employees) Rules 1975 are not required to be furnished.

DIRECTORS' RESPONSIBILITY STATEMENT:

Directors' Responsibility statement as required under section 217(2AA) of the Companies Act,1956 is as follows:

1. That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2009 the Accounting Standards as prescribed by the Institute of Chartered Accountants of India and the Companies Act, 1956 as applicable to the Company had been followed.

2. That 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 true and fair view of the state of affairs of the Company at the end of the financial year i.e. 1st April 2008 to 31st March, 2009 and of the profits and loss of the company for that period.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the Annual Accounts for the year ended on 31st March 2008 on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis report as required under the listing agreement with the Stock Exchange is enclosed as Annexure ÃA

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS& OUTGO

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 are given in the enclosed ANNEXURE ÃB

INDUSTRIAL RELATIONS:

The Industrial relations continue to be very cordial. Your Directors wish to place on record their deep appreciation for depreciation and work put in the employees at their levels.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for the excellent co-operation and assistance received by the Company from the shareholders, Financial Institutions, bankers, government Agencies during the year under review.

For and on Behalf of Board of Directors

KUWER INDUSTRIES LIMITED

Sd- Sd-

J.B.AGGARWAL TARUN AGGARWAL MANAGING DIRECTOR DIRECTOR

Date: 11.08.2009 Place: New Delhi.

Mar 31, 2008

The Directors have pleasure in presenting the 15th Annual Report of your Company together with Audited Accounts for the ended 31st march 2008.

PERFORMANCES:

The total turnover achieved by your company during the under review is Rs 1971.55 lacs. Your Directors are of the opinion that the company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years.

2007-2008 (RS IN LACS) 2006-2007 (RS. IN LACS)

Turnover 1971.55 1622.70

Depreciation 66.59 66.01

Net profit (34.40) 0.76

Less: Provision for Taxation --- 10.30

Provision for FBT 1.10 1.20

Provision for Deffered Tax (10.42) (9.00)

Profit/Loss after tax (25.07) (1.724)

Appropriation:

Proposed dividend NIL NIL

Transfer to general reserve (25.07) (4.39)

DIVIDEND:

Your directors have decided not to declare dividend for the year due to non availability of profit.

DIRECTORS:

In accordance with the provision of the companies act, 1956 and Articles of association of the Company Mr. Tarun Aggarwal retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for the re- appointment.

AUDITORS:

M/S Vinod Ralhan &co., Chartered Accountant, New Delhi, statutory Auditors of your Company, retire from their office. They are however eligible for re-appointment and have furnished certificate to effect that their appointment. If made, will be within the limits specified in sub section (I-B) OF SECTION 224 of the act and offers themselves for re-appointment. Your Company has received from them, the certificate required under Section 224(I-B) of the Companies Act, 1956. Your directors recommend their reappointment.

FIXED DEPOSITS:

The Company has not accepted any deposits under Section 58-A read under the Companies (Acceptance of Deposits) Rules, 1975

AUDITORS REPORT:

The observation made by the Auditors, have already been fully explained in the notes attached to the Accounts and therefore do not call for further comments under Section217 (3) of the Companies Act, 1956

PARTICULARS OF EMPLOYEES:

None of the employees of the company was in receipt of total remuneration of Rs 24,00,000/- of the financial year under review or Rs 20,00,000/- per month. Hence, the information under Section 217(2-A) on the Companies Act, 1956 read with Companies (particulars of Employees) Rules 1975 are not required to be furnished.

DIRECTORS' RESPONSIBILITY STATEMENT:

Directors' Responsibility statement as required under section 217(2AA) of the Companies Act, 1956 is as follows:

1. That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2008 the Accounting Standards as prescribed by the Institute of Chartered Accountants of India and the Companies Act, 1956 as applicable to the Company had been followed.

2. That 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 true and fair view of the state of affairs of the Company at the end of the financial year i.e. 1st April 2007 to 31st March 2008 and of the profits and loss of the company for that period.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the Annual Accounts for the year ended on 31st March 2007 on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis report as required under the listing agreement with the Stock Exchange is enclosed as Annexure ÃA

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

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 are given in the enclosed

ANNEXURE ÃB

INDUSTRIAL RELATIONS:

The Industrial relations continue to be very cordial. Your Directors wish to place on record their deep appreciation for depreciation and work put in the employees at their levels.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for the excellent co-operation and assistance received by the Company from the shareholders, Financial Institutions, bankers, government Agencies during the year under review.

For and on behalf of Board of Directors

KUWER INDUSTRIES LIMITED

Sd- Sd-

J.B.AGGARWAL TARUN AGGARWAL

MANAGING DIRECTOR DIRECTOR

Date: 04.9.2008 Place: New Delhi.

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