To

The Members of KABSONS INDUSTRIES LIMITED,



Your Directors have pleasure in presenting the 33rd Annual Report of the
Company together with the Audited Financial Statements for the year ended 31st
March, 2025.


1. FINANCIAL SUMMARY: 


(Rs. in thousands except EPS, unless otherwise stated)



  

    

    
Financial Year
    
Financial Year
  
  

    

    
2024-2025
    
2023-2024
  
  

    
Revenue from operations
    
4,00,075.58
    
2,72,188.36
  
  

    
Other Income
    
5,519.42
    
12,645.55
  
  

    
Total Revenue
    
4,05,595.00
    
2,84,833.91
  
  

    
Total Expenses
    
3,81,608.57
    
2,51,748.24
  
  

    
Profit before Finance Cost, Depreciation & exceptional items
    
23,986.43
    
33,085.67
  
  

    
Finance Cost
    
590.42
    
608.80
  
  

    
Depreciation
    
11,010.32
    
7,998.44
  
  

    
Exceptional items
    
8,239.04
    
1,584.03
  
  

    
Profit/ (Loss) before Tax
    
20,624.73
    
26,062.46
  
  

    
Tax Expenses (Earlier year Tax Paid)
    
00.00
    
5.43
  
  

    
Profit after Tax
    
20,624.73
    
26,057.03
  
  

    
Basic & Diluted Earnings per share of Rs.10/- each
    
1.19
    
1.49
  



2. The state of the company's affairs and Business Performance:



During the year under review, the Company generated a profit of Rs.23,986.51
thousand before finance costs, depreciation, and exceptional items, compared to a profit
of Rs.33,085.67 thousand in the previous year.

This profit includes lease income, which is a major source of revenue for the Company.
Your Directors are actively seeking opportunities to improve performance and increase
revenue in the coming year.

The Company will be focusing on not only own brand normal LPG sales, but also special
grade Aerosol-grade LPG from Rohtak plant and also third party bottling activity. Lease
income continues to be there. Additionally, the Company started third party bottling
operations for another party at our Palej bottling plant starting in November 2024 after
discontinuing the bottling operations to Reliance Petro Marketing Limited.

The Company has made application to PESO for bottling in 425Kg capacity cylinder at two
locations and awaiting for final approval from PESO.

In respect of Dharwad plant, the Company applied for NOC from District Collector,
Dharwad, Karnataka as required for PESO for transfer of Licence from earlier Lessee
"Kwality Gas Bottlers Pvt Ltd" and the same is under process.

In respect of Jaipur plant, even though all the licence's are in place, we are unable
to get the Parties for third party bottling as LPG market at this place is not attractive
for others.


3. Dividend



Your directors have not recommended any dividend on Equity Shares for the year under
review.


4. Transfers to Reserves



Your Board of Directors does not appropriate any amount to be transferred to General
Reserves during the year under review.


5. Share Capital:


(a) Authorized Share Capital


During the year under review, there was no change in authorized share capital of the
Company. Authorized share capital of the company as on March 31, 2025 was
Rs.18,00,00,000/-, comprising of 1,80,00,000 equity shares of Rs.10/- each.


(b) Paid-up Share Capital


During the year under review, there was no change in paid up share capital of the
Company. Paid up share capital of the company as on March 31, 2025 was Rs.17,46,30,000/-,
comprising of 1,74,63,000 equity shares of Rs.10/- each.


(c) Buy Back of Securities


The Company has not bought back any of its securities during the year under review.


(d) Sweat Equity


The Company has not issued any Sweat Equity Shares during the year under review.


(e) Bonus Shares


The Company has not issued any bonus shares during the year under review.


(f) Employees Stock Option


The Company has not provided any Stock Option Scheme to the employees.


6. Deposits



During the year under review, your Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 read with rules made there under.


7. Material changes and commitments if any affecting the financial position of
the Company occurred between the end of the financial year to which this Financial
Statements relate and the date of the report



There have been no material changes and commitments, affecting the financial position
of the Company which occurred during between the end of the financial year to which the
financial statements relate and the date of this report.


8. Subsidiaries, Joint Ventures and Associate Companies



The Company does not have any Subsidiary, Joint venture or Associate Company


9. The names of companies which have become or ceased to be its Subsidiaries,
joint ventures or associate companies during the year;



During the year under review, no companies ceased to be its subsidiaries, joint
ventures, or associate companies


10. Details of significant and material orders passed by the regulators/ courts/
tribunals impacting the going concern status and the Company's operations in future.


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


11. Related party Transactions:


Related Party Transactions that were entered during the financial year were on an arm's
length basis and were in the ordinary course of business. All Related Party Transactions
are placed before the Audit Committee and the Board for approval. Prior omnibus approval
of the Audit Committee was obtained for the transactions which are of a foreseeable and
repetitive nature. The particulars of contracts or arrangements with related parties
referred to in section 188(1) and applicable rules of the Companies Act, 2013 in Form
AOC-2 is provided as Annexure - I to this Report.

The details of the Related Party Transactions are furnished in Note 33.1.5 of
the Notes on the Financial Statements attached to this Report. All the related party
transactions have been on an arm's length basis.

The Board of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the Company and its Related
Parties, in compliance with the applicable provisions of the Companies Act, 2013, the
Rules thereunder and the SEBI Listing Regulations.

This Policy was considered and approved by the Board has been uploaded on the website
of the Company at
https://www.kabsons.co.in/disclosures-sebi-lodr/#1663763229036-eecace0b-f293.


12. Particulars of Loans, Guarantees or Investments


Your Company has not given any Loans / Guarantees and not made any Investments during
the FY 2024-25, as specified under the provisions of Section 186 of the Companies Act,
2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.


13. Number of Meetings of the Board


The Board of Directors duly met 5 times during the financial year from 1st
April, 2024 to 31st March, 2025, the details of which are given in the
Corporate Governance Report. The maximum interval between any two meetings did not exceed
120 days, as prescribed in the Companies Act, 2013 and Secretarial Standard -1.

Details of these meetings of the Board as well as its committees have been given in the
Corporate Governance Report, which forms parts of the Annual Report.


Sub Committees of the Board


During the year under review, there is a change in the composition of the Board of
Directors of the Company, Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, and Risk Management Committee were reconstituted. The
composition and other details of these committees have been given in the report on the
Corporate Governance which forms part of the Annual Report.


14. Directors and Key Managerial Personnel


During the year under review, the following were the ‘Key Managerial Personnel' of
the Company: 

Sri. Rajiv Kabra – Managing Director 

Sri. Krishna Murthy Motamarri - Chief Financial Officer; and 

Sri. Madhu Thokala – Company Secretary and Compliance Officer.

The Company is well supported by the knowledge and experience of its Directors and
Executives. In terms of Section 152 of the Companies Act, 2013 and Articles of Association
of the Company, Ms. Riha Kabra, Executive Director of the Company is liable to retire by
rotation and being eligible, has offered herself for re appointment.


Sri. Zaynalabidin Khan Mohammed (DIN: 02079479) was appointed as an additional
independent director for five years from 22.05.2025 to 21.05.2030 subject to approval of
shareholders.

Ms. Riha Kabra (DIN: 08825577) designation has been changed from non-executive
director to executive director for 5 years with effect from 22.05.2025 to 21.05.2030
subject to approval of shareholders.

In the opinion of the Board, the independent director appointed during the year possess
requisite integrity, expertise, experience and proficiency.

Based on the confirmations received from Directors, none of the Directors are
disqualified from appointment under section 164 of the Companies, Act 2013.


15. Declaration by Independent Directors


The Independent Directors of the Company have submitted their declarations as required
under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of
independence as per sub-section (6) of Section 149 of the Act.


16. Familiarization programme for Independent Directors


The Company proactively keeps its directors informed of the activities of the Company,
its management and operations and provides an overall industry perspective as well as
issues being faced by the industry.


17. Independent Directors' Meeting


The Independent Directors met on 13.02.2025, without the attendance of Non-Independent
Directors and members of the Management. The Independent Directors reviewed the
performance of Non-Independent Directors and the Board as a whole; the performance of the
Chairman of the Company, taking into account the views of Managing Director and assessed
the quality, quantity and timeliness of flow of information between the Company Management
and the Board that is necessary for the Board to effectively and reasonably perform their
duties.


18. Board Evaluation:


The Board adopted a formal mechanism for evaluating its performance as well as that of
its committees and individual Directors, including the Chairman of the Board. The exercise
was carried out through a structured evaluation process covering various aspects of the
Board functioning such as composition of the Board & committees, experience &
competencies, performance of specific duties & obligations, contribution at the
meetings and otherwise, independent judgment, governance issues etc.


19. Secretarial Standards


The Company complies with all applicable secretarial standards issued by the Institute
of Company Secretaries of India.


20. Policy on Directors' Appointment and Remuneration and Other Details


The Company's policy on directors' appointment and remuneration and other matters
provided in Section 178 (3) of the Companies Act, 2013 have been disclosed in the
corporate governance report. Under Section 178 (3) of the Companies Act, 2013, the
Nomination and Remuneration Committee of the board has adopted a policy for nomination,
remuneration and other related matters for directors and senior management personnel. A
gist of the policy is available in the Corporate Governance Report.


21. Statutory Auditors


M/s. K S Rao & Co., Chartered Accountants, (Firm Registration No.003109S), were
appointed as the statutory auditors of the Company, to hold office for the second term of
five consecutive years from the conclusion of the 30th AGM of the Company held on
September 23, 2022, till the conclusion of the 35th AGM to be held in 2027, as required
under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014.


Qualification by Statutory Auditor


The Statutory Auditor's Report does not contain any qualificaions, reservation or
adverse remarks during the year review.


22. Secretarial Auditors


Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed
M/s. B S S & Associates, Practicing Company Secretaries for conducting Secretarial
Audit of the Company for the financial year 2024-2025. The Secretarial Audit Report is
annexed herewith as Annexure - II.


Qualification by Secretarial Auditor


The Secretarial Auditor's Report does not contain any qualifications, reservation or
adverse remarks during the year review.


23. Internal Auditors


In pursuance of Section 138 of the Companies Act, 2013 read with rules made there
under, the Board has appointed Shri. M Krishna Murthy, CFO of the Company as Internal
Auditors of the Company to carry out internal auditing of books of accounts periodically.


24. Cost Records and Audit


The Central Government has not prescribed the maintenance of cost records under Section
148 of the Act, for any of the services rendered by the Company.


25. Vigil Mechanism / Whistle Blower Policy


In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013
and Regulation 22 of the SEBI Listing Regulations, a Vigil Mechanism / Whistle Blower
Policy for directors and employees to report genuine concerns has been established. The
Vigil Mechanism / Whistle Blower Policy has been uploaded on the website of the Company at
https://www.kabsons.co.in/disclosures-sebi-lodr/#1663763229036-eecace0bf293.

A mechanism has been established for employees to report concerns about unethical
behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. The policy
also provided adequate safeguards against the victimization of employees who avail of the
mechanism and allows direct access to the Chairman of the Audit Committee in exceptional
cases.

Your Company hereby affirms that during the year no director / employee have been
denied access to the Chairman of the Audit Committee and that no complaints were received.


26. Management Discussion and Analysis


Management Discussion and Analysis Report for the year under review, as stipulated
under SEBI Listing Regulations, is annexed herewith as Annexure III which forms
part of this report.


27. Risk Management


We believe that effective risk management policy is critical to mitigate potential
risks and ensure business continuity. In order to achieve this, the Company has in place
Risk Management Policy as per requirement of the Listing Regulations and Section 134(3)(n)
of the Companies Act, 2013, which requires the Company to lay down procedure for risk
assessment and risk minimization. The Board of Directors, Audit committee and the Senior
Management of the Company are periodically reviewing the policy and monitoring its
implementation to ensure the optimization of business performance, to promote confidence
amongst stake holders in the business processes, plan and meet strategic objectives and
evaluate, tackle and resolve various risks associated with the Company.


28. Corporate Social Responsibility (CSR) Initiatives:


Section 135 of the Companies Act, 2013 provides the threshold limit for applicability
of the CSR to a Company i.e., 

(a) networth of the Company to be Rs.500 crore or more; or 

(b) turnover of the company to be Rs. 1,000 crore or more; or 

(c) net profit of the company to be Rs. 5 crore or more. As the Company does not fall
under any of the threshold limits given above, the provisions of section 135 are not
applicable to the Company.


29. Annual Return


Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual
Return in eform MGT 7 is placed at the company website at
https://www.kabsons.co.in/disclosures-sebi-lodr/#1663763349182-b06c706a-d5ad.


30. Directors' Responsibility Statement


Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of
Directors states that: a. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures; b. They have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss for that period; c. They 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. They have prepared the annual accounts on a going concern basis;
e. They have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively and f. They
have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.


31. Information on Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings and outgo


Pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with
Rule 3 of Companies (Accounts) Rules, 2014, these particulars are not relevant to the
company's operations and hence not furnished the same.


32. Company's Policy on Prohibition, Prevention and Redressal of Sexual Harassment of
Women at Workplace


The Company strongly believes in providing a safe and harassment-free workplace for
every individual through various interventions, policies and practices. The Company has a
robust policy on the prevention of sexual harassment at the workplace in compliance with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 ("POSH"). The policy aims at preventing harassment of
all employees of the Company (as defined in the policy) and lays down guidelines for
identification, reporting and prevention of sexual harassment. The Company has complied
with the provisions relating to the constitution of Internal Complaints Committee
("IC") as specified under POSH. There is an IC at every work place, which is
responsible for the redressal of complaints related to sexual harassment in accordance
with the guidelines provided in the policy. The details of sexual harassment complaints
are given in Corporate Governance Report.


33. Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees:


The information required under Section 197 of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are provided in separate annexure forming part of this Report as Annexure – IV.


34. Corporate Governance


The Company is committed to good corporate governance in line with the SEBI (LODR)
Regulations, 2015 and Provisions, Rules and Regulations of the Companies Act, 2013. The
Company is in compliance with the provisions on corporate governance specified in the SEBI
(LODR) Regulations, 2015 with BSE. A certificate of compliance from B S S &
Associates, Company Secretaries and the report on Corporate Governance form part of this
Directors' Report as Annexure – V.


35. Details in respect of frauds reported by Auditors under Section 143 (12) other than
those which are reportable to the Central Government.


There were no frauds reported by the Statutory Auditors under sub-section 12 of Section
143 of the Companies Act, 2013 along with Rules made there under.


36. Details of application made or any proceeding pending under the Insolvency and
bankruptcy code, 2016 during the year


The Company has not made any application under the Insolvency and Bankruptcy Code,
2016, during the year under report.


37. Details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking Loan from the banks or financial
institutions along with the reasons thereof


The requirement to disclose the details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof is not applicable.


38. Insider Trading


In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations,
2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive
information, the Company has adopted a code of conduct to Regulate, Monitor and Report
Trading by Insiders (‘Insider Trading Code') and code of Practices and Procedures for
Fair Disclosure of unpublished Price Sensitive Information (‘Code of Fair
Disclosure'). The Insider Trading Code is intended to prevent misuse of unpublished price
sensitive information by insiders and connected persons and ensure that the Directors and
specified persons of the Company and their dependents shall not derive any benefit or
assist others to derive any benefit from access to and possession of price sensitive
information about the Company, which is not in the public domain, that is to say, insider
information. The code of Fair Disclosure ensures that the affairs of the Company are
managed in a fair, transparent and ethical manner keeping in view the need and interest of
all the Stakeholders.


39. Awards and recognition


The Company has not received any award during the Financial Year.


40. Human resource


Your Company considers its Human Resources as the key to achieve its objectives.
Keeping this in view, your Company takes utmost care to attract and retain quality
employees. The employees are sufficiently empowered and such work environment propels them
to achieve higher levels of performance. The unflinching commitment of the employees is
the driving force behind your Company's vision. Your Company appreciates the spirit of its
dedicated employees.

41. Compliance under the Maternity Benefit Act, 1961



The Company affirms compliance with the provisions of the Maternity Benefit Act, 1961,
during the financial year ended March 31, 2025. The following entitlements were extended
to eligible employees: Statutory maternity leave as per applicable law Continuation of
salary and applicable benefits during maternity leave Access to nursing breaks and cr?che
facilities where required Protection of all employee rights and entitlements under the
Act.


Acknowledgments


The Directors wish to place on record their gratitude to shareholders and thank the
customers, vendors, franchisees, bankers, Department of Explosives and their Officials,
Central Excise, Pollution Control Boards and Commercial Tax Departments of respective
States, host of other State and Central Government Departments, Security Exchange Board of
India and Stock Exchanges at Mumbai and others for their continued support to the
Company's growth. The Directors also wish to place on record, their appreciation for the
contribution made by the employees at all levels, for their sincerity, hard work,
solidarity and dedicated support to the Company.


  

    
By Order of the Board of Directors of
    
Kabsons Industries Limited
  
  

    

    
Madhu Thokala
  
  

    
Place : Hyderabad
    
Company Secretary
  
  

    
Date : 22.05.2025
    
M No.A54822