Keltech Energies Ltd Directors Report

To

The Members,

Keltech Energies Limited

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

FINANCIAL RESULTS (AS ADJUSTED UNDER IND AS)

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

DIVIDEND

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

RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS

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

A. Explosives Division:

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

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

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

B. Perlite Division:

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

BASIC EARNINGS PER SHARE

The Companys Basic Earnings per share stood at INR194.13 (Previous year– INR 119.21).

ACCOUNTS

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

CHANGE IN NATURE OF BUSINESS OF THE COMPANY

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

SHARE CAPITAL

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

TRANSFER TO RESERVES

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

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: I. CONSERVATION OF ENERGY (FORM ‘A)

This is not applicable to Explosives Industry.

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

A. Specific areas in which R&D is carried out by the Company. i. Cost reduction. ii. Product and Technology Development for Explosives. iii.Technical Services to monitor use of Explosives by Customers. iv. Development of improved and more efficient equipment for increased productivity. v. Product Development in relation to application of Explosives and Perlite.

B. Benefits derived as a result of the above R & D: i. Introduction of products for specific strata conditions. ii. Higher efficiency in use of Explosives to Customers. iii.Higher productivity in manufacturing process. iv. Reduction in cost of production. v. Entry into Export market. vi. Application of Filter Aid products in Industries specific to customer requirements. vii. Application of Perlite products in horticulture specific to customers requirements.

C. Future Plan of Action: i. Continue development work on Explosives. ii. Explore new businesses for diversification. D. Expenditure on R & D: i. Capital – NIL ii. Recurring – Rs. 74.31 Lakhs iii.Total – Rs. 74.31 Lakhs iv. Total R & D expenditure as a % total turnover – 0.16 %

III. TECHNOLOGY ABSORPTION, ADAPTATION, AND INNOVATION

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

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

3. PETN, Detonating Fuse & Cast Booster products with fully indigenous equipment have been produced and supplied.

These products have been well accepted by customers for use in difficult strata conditions.

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

5. In case of imported technology (imported during the last five years reckoned from thefrom the beginning of the financial year) following information may be furnished. i. Technology imported: Not Applicable ii. Year of import:Not Applicable iii. Has the technology been fully absorbed?Not Applicable iv. If not fully absorbed, areas where this has not takenplace, reasons there for and future plan of action: Not Applicable

IV. FOREIGN EXCHANGE EARNING AND OUTGO:

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

PUBLIC DEPOSITS

There are no outstanding public deposits remaining unpaid as on 31stMarch 2024. The Company has not accepted any public deposits under Chapter V of the Act and Rules made thereunder.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect to Directors Responsibility Statement, the Directors of your Company hereby state and confirm that: a) in the preparation of the annual accounts for the Financial Year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis;

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

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

DETAILS OF SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Retirement by rotation and subsequent re-appointment:

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

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

B. Changes in Directors:

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

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

b) Appointment of Mr. Mahesh Vijay Wataney (DIN: 09631354) as Managing Director of the Company for a period of 5 years with effect from May 12, 2023 to May 11, 2028. 2. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, by way of circular resolution, approved the appointment of Mr. Deepak Balkrishna Jadhav (DIN: 10221697) as Non-Executive – Independent Director of the Company for a period of 5 years with effect from July 07, 2023 to July 06, 2028 which was also approved by the Members at the 46thAnnual General Meeting held on August 10, 2023.

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

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

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

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

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

D. Change in Key Managerial Personnels:

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

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

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

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI (LODR) Regulations, 2015, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

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

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

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

NOMINATION AND REMUNERATION POLICY

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

MATERIAL CHANGES AND COMMITMENTS

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

SIGNIFICANT AND MATERIAL ORDERS

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

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

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

• Effectiveness and efficiency of operations
• Adequacy of safeguards for assets
• Prevention and detection of frauds and errors
• Accuracy and completeness of the accounting records
• Timely preparation of reliable financial information.

Key controls have been tested during the year and corrective and preventive actions are taken for any weakness.

Internal Audit System is engaged in evaluation of internal control systems. Internal Audit findings and recommendations are reviewed by the Management and Audit Committee of the Board of Directors.

COST RECORDS

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

INDIAN ACCOUNTING STANDARDS (IND AS)

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

AUDIT OBSERVATIONS AND EXPLANATION OR COMMENTS BY THE BOARD

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

ANNUAL RETURN

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

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

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

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There have been no complaints received during the Financial Year.

PARTICULARS OF EMPLOYEES

The information as per Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as "Annexure-B to the Boards Report". As per theprovisions of Section 136 of the Act, the Annual Report is being sent to the Members, excluding the information on employees remuneration particulars as required underRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM.

If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

FRAUDS REPORTED BY AUDITOR U/S 143(12)

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

SECRETARIAL AUDIT REPORT

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

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

RISK MANAGEMENT

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

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of SEBI Listing Regulations, a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are enclosed as "Annexure-E of the Boards Report" MANAGEMENT DISCUSSION AND ANALYSIS

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

INSURANCE

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

AUDITORS

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

SECRETARIAL STANDARDS

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

For and on behalf of the Board

Mr. Vijay Vishwasrao Chowgule

Non-Executive Director and Chairperson

DIN: 00018903

Date: May 14, 2024

Place: Mumbai