Attention Investors
Kindly note the Change in PAY IN for BSE A/C No. : 1201250000000691 (CDSL), if you have an NSDL A/C, kindly use INTER DEPOSITORY SLIP. For assistance, please call OR contact: Mr. Dadu, 98339 89807 / 022-6145 1000.    |   Exchanges / Depository: Prevent Unauthorized Transactions in your Trading / Demat account --> Update your Mobile Numbers / email IDs with your Stock Brokers / Depository Participant. Receive alerts on your Registered Mobile / email IDs for trading account transactions and all debit and other important transactions in your demat account directly from Exchange / Depository on the same day ......................Issued in the interest of Investors."     |    KYC : "KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."     |    ASBA-IPO : "No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
 ««+1  ««-1
 
 
Kothari Fermentation & Biochem LtdIndustry : Food - Processing - Indian
BSE Code:507474NSE Symbol: Not ListedP/E(TTM):0
ISIN Demat:INE991B01010Div & Yield %:0EPS(TTM):0
Book Value(Rs):37.7142667Market Cap ( Cr.):70.98Face Value(Rs):10
    Change Company 

Dear Members,

Your directors take pleasure in presenting the 35th (Thirty Fifth) Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the financial year ended 31st March, 2025:

1. FINANCIAL HIGHLIGHTS

(Rs. In lakhs)

2024-2025 2023-2024
Turnover 11423.10 10888.09
Profit before Finance Charges and Depreciation (PBDIT) 1196.51 519.13
Finance Charges 358.62 349.59
Depreciation 644.03 562.07
Profit/Loss before Tax (PBT) 193.86 (392.53)
Taxes:
Current year tax 30.19 -
Deferred Tax 82.68 98.62
Net Profit/ (Loss) after Tax (PAT) 80.99 (491.15)

2. BUSINESS OPERATIONS

During the year under review, your Company achieved production of 15280 MT as compared to 15654 MT in the previous year. The turnover of the Company has increased to ' 11423.10 Lakhs during the year 2024-25 against '10888.09 Lakhs during the previous year, recording an appreciation in turnover by 4.91%. Also, there was a net profit before Tax of '193.86 lakhs during the year 2024-25 against the net loss of '392.53 lakhs during the year 2023-24.

The operational performance during the year and the future outlook of the Company have been comprehensively covered in the Management Discussion and Analysis Report, which is provided as a separate section in the Annual Report.

3. DIVIDEND

Keeping in mind the overall performance and outlook for your company, your Board of Directors has not declared dividends for the FY 2024-25, as the company requires funds for its business expansion. There is no balance lying in the unpaid equity dividend account.

4. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation

In accordance with Section 152(6) of the Companies Act, 2013, read with the Articles of Association of the company, Mr. Siddhant Kothari (DIN: 08620559), Whole-Time Director of the Company, is liable to retire by rotation and, being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting.

Re-appointment of Whole-time Director

Mr. Siddhant Kothari (DIN: 08620559) was appointed as the Whole-time Director of the Company for a period of five (5) years with effect from August 29, 2020. The present term of Mr. Siddhant Kothari is up to August 28, 2025. The Board of Directors of the Company at their meeting held on August 13, 2025, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members of the Company, has reappointed Mr. Siddhant Kothari as the Wholetime Director of the Company for a further period commencing from August 29, 2025 to March 31, 2030. The resolutions seeking Members' approval for the above re-appointment of Director, along with the disclosures required pursuant to Regulation 36 of the Listing Regulations and the Secretarial Standards-2 on General Meetings, form part of the Notice of the ensuing 35th AGM.

Resignation of Independent Director

The Board of Directors informs the Members that Dr. Rajiv Agarwal (DIN: 07079724), Independent Director of the Company, has resigned from the Board with effect from August 13, 2025, due to pre-occupation and other professional commitments. Pursuant to the provisions of Section 168 of the Companies Act, 2013, and the applicable rules made thereunder, the necessary filings shall be made with the Registrar of Companies in due course. The Company has also received a confirmation from Dr. Rajiv Agarwal that there are no other material reasons for the resignation other than those stated in the resignation letter.

The Board places on record its sincere appreciation for the valuable contributions and guidance extended by Dr. Rajiv Agarwal during his tenure as an Independent Director of the Company.

Appointment of Independent Director

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Varun Kumar (DIN: 05202005) as an Additional Non-Executive Director (Independent Category) of the Company with effect from August 13, 2025, in accordance with the provisions of Section 161(1) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Varun Kumar shall hold office as an Additional Director until the conclusion of the forthcoming Annual General Meeting. The Board proposes the appointment of Mr. Varun Kumar as an Independent Director for a term of five (5) consecutive years from August 13, 2025, up to August 12, 2030 (both days inclusive), and a resolution seeking shareholders' approval for the same is being placed in the notice of the Annual General Meeting scheduled to be held on September 30, 2025.

In the opinion of the Board, Mr. Varun Kumar fulfills the conditions for independence as specified under the Companies Act, 2013, and the SEBI Listing Regulations, and is independent of the management.

Brief resumes of Mr. Siddhant Kothari and Mr. Varun Kumar, nature of their expertise in specific functional areas, and the name of the companies in which they hold the Directorship, as stipulated under SEBI (LODR) Regulations, are given in the notice convening the Annual General Meeting. The Board recommends their appointment as such.

The Independent Directors have submitted their declaration that they fulfill the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as applicable.

5. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Internal control systems of the Company are commensurate with its size and the nature of its operations. The Company's internal control systems include policies and procedures, IT systems, delegation of authority, segregation of duties, internal audit and review framework, etc. Clearly defined roles and responsibilities have been institutionalized, and systems and procedures are periodically reviewed to keep pace with the growing size and complexity of the Company's operations. Controls were tested during the year under review, and no reportable material weakness in the operations or in the design was observed. These controls are periodically reviewed by the management to ensure that they remain updated to the changes in the environment.

6. DIRECTORS' RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on an accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Act, and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, and relevant amendment rules issued thereafter.

Pursuant to Section 134(5) of the Companies Act, 2013, the directors to the best of their knowledge and ability hereby report:

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

ii. that the directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the end of the financial year 2024-25, and of the profit and loss of the Company;

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

iv. that the directors had prepared the annual accounts on a going concern basis;

v. that 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;

vi. that 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.

7. CERTIFICATIONS

Your company has been certified as ISO 22000:2018 on 09.12.2024 for its quality management systems employed at every level of the organization.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no materially significant related party transactions, in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, made by the company with Promoters, Key Managerial Personnel, or other designated persons which may have potential conflict with the interest of the company at large during the financial year. Details of the related party transactions made during the year are attached as Annexure- D in Form AOC-2 for your kind perusal and information.

9. AUDITORS AND AUDITOR'S REPORT

A) Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, the shareholders have appointed M/s Kothari Kuldeep and Co., Chartered Accountants as Statutory Auditor of the Company for a term of five (5) years from the conclusion of the 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting of the Company to be held in the year 2027. Thus, no further action is required in this regard.

The notes on accounts are self-explanatory with regard to the auditor's observations. There was no qualification, reservation, or adverse remark made by the Auditors for the year under review.

B) Internal Auditor

M/s RADAM & Associates, Chartered Accountants, were appointed as internal auditors by the board of directors of the company, upon recommendation of the audit committee. The scope of the internal audit is approved by the audit committee.

C) Secretarial Auditors and Secretarial Standards

The Board had appointed M/s Priyanka Saxena and Associates, Practicing Company Secretaries, to conduct a Secretarial Audit of the Company for FY 2024-25, pursuant to the provisions of Section 204 of the Act and the Rules framed thereunder.

The Report of the Secretarial Auditor forms part of the Board's Report as Annexure 'A'. During the Year, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

There was no qualification, reservation, or adverse remark made by the Secretarial Auditors for the year under review. Additionally, pursuant to provisions of Regulation 24A of the Securities and exchange Board of India (Listing obligations and disclosure requirements) Regulation, 2015, Annexure 2, 3 of SEBI Circular- SEBI/HO/CFD/CFD-PoD-2/ CIR/P/2024/185 dated December 31,2024 and Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Priyanka Saxena and Associates, Company Secretary in practice, and a Peer Reviewed Company Secretary, as a Secretarial Auditor to conduct the secretarial audit of the company, subject to shareholders' approval, to conduct the secretarial audit of the Company for a period of Five (5) years from FY 2025-26 to FY 2029-30. Further, the secretarial auditor has confirmed her eligibility and qualification required under the Act for holding the office, as a Secretarial Auditor of the Company. Your Board recommends her appointment as such.

10. CORPORATE GOVERNANCE

Your company has incorporated the appropriate standards for corporate governance. The company has filed all the quarterly compliance reports on corporate governance within the due timeline to the Stock Exchange, as specified in Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and all other Corporate Governance norms mentioned under the said regulation have been duly complied by the Company. Moreover, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company has given the Corporate Governance Report in a separate section forming part of the Annual Report.

11. CSR COMMITTEE

In pursuance of Sub-section (1) of Section 135 of the Companies Act, 2013, a Company is required to constitute a CSR Committee in case the net worth of the Company is '500 crore or more, or turnover of '1000 Crore or more, or a net profit of '5 Crore or more during the immediately preceding financial year. Since our Company did not exceed the threshold in the FY 2024-25; therefore, the CSR provisions are not applicable to the Company in the current year.

12. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the Year under review, as stipulated under regulation 34(2)(e) of the Listing Regulations, is presented in a separate section forming part of the Annual Report.

13. VIGIL MECHANISM/WHISTLE BLOWER

The Company has established a robust Vigil Mechanism and formulated a Whistleblower Policy in accordance with the provisions of the Act and the Listing Regulations. Employees and other stakeholders are encouraged to report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Additional details about the Vigil Mechanism and Whistleblower Policy of the Company are explained in the Corporate Governance Report. No complaint was received during the financial year 2024-25.

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

The company has a policy on the prohibition, prevention, and redressal of sexual harassment of women at the workplace and matters connected therewith or incidental thereto, covering all the aspects as contained under "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.” Disclosure has been made in the corporate governance report during the financial year 2024-2025.

15. RISK MANAGEMENT POLICY OF THE COMPANY

The Company has an adequate risk management process to identify and notify the Board of Directors about the risks or opportunities that could have an adverse impact on the Company's operations or could be exploited to maximize the gains. The processes and procedures are in place to act in a time-bound manner to manage the risks or opportunities, and the same will be improved further as suggested by the Audit Committee during the year. The Company's assets are adequately insured against multiple risks from fire, riot, earthquake, terrorism, and other risks that are considered necessary by the management. The company keeps reviewing the insurance needs every year as per the requirements.

16. REMUNERATION POLICY AND BOARD EVALUATION DISCLOSURES

The Board has adopted a Remuneration Policy as recommended by the Nomination and Remuneration Committee. It provides the criteria for determining Qualifications, Positive Attributes, and Independence of the Directors, defining the criteria of the remuneration of the KMPs and Senior managerial personnel, along with their roles and responsibilities. The aim is to ensure that the company attracts and retains competent people. The Disclosures relating to the same are provided in the Corporate Governance Report.

17. DISCLOSURES

a) Number of Board and Committee Meetings:

During the year under review, Five Board meetings, Four Audit Committee meetings, Four Stakeholders Relationship Committee meetings, and one Nomination and Remuneration Committee meeting were convened and held. Further details are mentioned in the Corporate Governance Report.

Pursuant to clause VII (1) of Schedule IV of the Companies Act, 2013, the Independent Directors conducted a separate meeting on 13.02.2025.

b) Deposits - The Company has not accepted any deposits from the public falling within the meaning of the provisions of Sections 73 and 76 of the Act and the Rules framed thereunder.

c) Share Capital - There was no change in the Company's share capital and business during the year under review.

d) Audit Committee - The Company has duly constituted an Audit Committee, whose detailed composition and powers are provided in the Corporate Governance Report. There were no recommendations of the Audit Committee which have not accepted by the Board during the financial year.

e) Annual Return - Pursuant to Section 92(3) of the Act, as amended, draft annual return in Form MGT-7 is placed on the website of the Company https://www.kothariyeast.in/investors.

f) Cost Account and Records - Maintenance of cost records as specified by the central government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company, and accordingly, such accounts and records are not prepared. However, the cost records for internal control and Strategic Management purposes are prepared by the Company regularly.

g) Significant and Material Orders Passed by the Regulators or Courts - No significant or material orders were passed by the Regulators or Courts, or Tribunals during the year that impact the going concern status and the Company's operation in the future.

h) Material Changes From The End of The Financial Year - There are no material changes and commitments affecting the financial position of the Company, subsequent to the close of FY 2024-25, till the date of this Report.

i) Particulars Of Loans, Guarantees, Securities And Investments -

The Company did not give any loan, provide a guarantee or security within the meaning of Section 186 of the Act during the Financial Year 2024-25 except for salary advances or loans to employees in accordance with the Company's Loan Policy and the provisions of the Act.

j) Maternity Benefit Provided by the Company under the Maternity Benefit Act 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, etc., as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are furnished in Annexure 'C'and is attached to this report.

ACKNOWLEDGEMENTS

Your Board of Directors is thankful to all the Shareholders for their constant faith reposed in the company. They also placed on record their sincere appreciation for the wholehearted devotion and co-operation extended by the employees at all levels, which has been a source of strength to the Company.

The directors also wish to thank and deeply acknowledge the continued support, guidance, and co-operation of the Customers, Auditors, Legal Advisers, Consultants, Bankers, Dealers, Vendors, and other stakeholders of the Company.

For and on behalf of the Board

Sd/-

Place: New Delhi

Pramod Kumar Kothari

Date: 13.08.2025

Chairman and Managing Director