Koa Tools India Ltd.

To

The Members

KOA TOOLS INDIA LIMITED

Your Directors have immence pleasure in presenting the 26 ^th Annual Reporton the business and operations of the Company and Audited Accounts for the Financial Yearended March 312015.

Financial Results:

Financial results of the Company during the period ended 31⁵¹ March 2015are as under:

2. DIVIDEND

In view of losses your Directors are not able to recommend any dividend for theFinancial Year 2014-15.

3. PERFORMANCE REVIEW

During the year under review your company achieved total income of Rs. 9292657.21 ascompared to Rs. 13865760.26 in the previous year. Net loss for the year is Rs.125802.12 as comp ared to net profit of Rs. 41078.27 in the previous year. Yourdirectors are undertaking the initiatives to improve the financial results in the comingyears.

4. MANAGEMENT AND DISCUSSION ANALYSIS

Industrial Structure and Development

The Government’s flagship initiative ‘Make in India’ aims to promotemanufacturing which currently constitutes approximately 18% of the GDP versus a targeted25%. India's unique combination of democracy demography and demand would also help makeit a suitable manufacturing destination.

India's growth story got .> boost with the rebasing of GDP data. Based on the newseries the real GDP growth stands at 7.4% in FY 2014-15 and 6.9% in FY 2013-14 i.e.approximately 180 bps higher than earlier estimates. While the data shows that growthrecovery has been swift and substantial several on-ground indicators like growth inindustrial output credit and net t ax revenues suggest that activity is still sub-par.Changing economic and business conditions evolving consumer preferences rapidtechnological innovation and adoption and globalization are driving corporations totransform the manner in which they operate. Companies are now more focused on their corebusiness objectives such as revenue growth profit ability and asset efficiency and newproduct development in auto parts industry.

Outlook Risk and Concern

The Company’s business operations and financial condition are subject to variousrisks and uncertainties. The company has continuously focused on minimizing adverse impacton its growth profitability efficiency and sustainability. During the year the companyhas carried our assessment of risk and its potential impact on the business. The Companyhas reviewed and monitored key development in regulating environment and its impact on thesupply chain management.

The Company is also in process identifying some opportunities to acquire new lines ofbusiness that could contribute to its success.

Opportunities and threats

Machine tool industry is unarguably one of the crucial segments for industrial activityin the country and the key ingredient in the development of the manufacturing sector.Hence the growth of the machine toots industry has an immense bearing on the entiremanufacturing industry which is critical for the country’s strategic requirementssuch as defense railways infrastructure and atomic energy. This sector is also one ofthe major contributors in the growth of a number of small and medium manufacturingenterprises which are the second major employment generators of the economy afteragriculture.

Adequacy of Internal Control System

The Company’s internal control system is designed to ensure operationalefficiency protection and conservation of resources accuracy and promptness in financialreporting and compliance with laws and regulations. The internal control system issupported by qualified personnel for reviewing the adequacy and efficacy of theCompany’s internal controls including its systems and processes and compliance withregulations and procedures. The Company's internal control system is commensurate with thesize nature and operations of the Company.

Financial Performance

Operational Results 2013-14 versus 2014-15

5. Segment wise Performance:

Company operates only in one segment.

6. Material Changes:

There are no material changes affecting the financial position of the Company to whichthe Balance Sheet relates and the date of report.

7. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:

The Company has in place adequate internal financial controls with reference tofinancial statements. And there were no reportable material weakness in the design oroperation of the company.

8. Details of Subsidiary/Joint Ventures/Associate Companies

9. Deposits

The Company did not hold any public deposits at the beginning of the year nor has itaccepted any public deposit s during the year under review.

10. Auditors

• STATUTORY AUDITORS

M/s P.C. Bindal & Co (FRN 003824N) .Chartered Accountants New Dethi have beenappointed as statutory auditors of the company at the last Annual General Meeting held on30.09.2014 for a period of three years subject to ratification by members at everyconsequent Annual General Meeting. Therefore ratification of appointment of StatutoryAuditors is being sought from the members of the Company at the ensuing AGM.

• SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Himanshu Sharma & Associates Company Secretaries to undertake thesecretarial audit of the company.

• INTERNAL AUDITORS

M/s Aman Madaan and Associates Chartered Accountants performs the duties of internalauditors of the company and their report is reviewed by the audit committee from time totime

11. Auditors’ Report

The observations in the Auditor’s Report are dealt in the notes forming part ofaccounts at appropriate places and the same being self explanatory no further comment isconsidered necessary.

12. Secretarial Audit Report

A Secretarial Audit Report given by Mr. Himanshu Sharma a company secretary in wholetime practice shall be annexed with the report 'Annexure I’.

The Board of Directors has provided the explanations on every reservation or adverseremark or disclaimer made by the company secretary in practice in the secretarial auditreport as follows:

• The Company is in Process of filling the vacancy of Key Managerial Person u/s203 of the Comp anies Act 2013.

• The Company is trying its best to put its website into existence soon.

13. Directors:

A) Changes in Directors and Key Managerial Personnel

• At a Board meeting held on 27/03/2015 the Board has appointed Mrs. Usha Mittal(DIN 01733256) as an Additional Director of the Company.

Your Board recommends the appointment of Mrs. Usha Mittal as an Ordinary Director inensuing Annual General Meeting.

• Mr. Rajeev Mittal Director of the Company retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.

B) Declaration by an Independent Director(s) and re- appointment if any

At the 25^th Annual General Meeting of the Company held on 30^thSeptember 2014 the company had appointed the existing Directors Mr. Rakesh Shaklani (DIN02481679) and Mr. Girraj Kishore Sharma (DIN 03430964) as independent directors under theCompanies Act 2013 for 5 consecutive years for a term upto 29^th September2019.

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).

C) Evaluation of the Board its committees and individual directors

Pursuant to the provisions of the Act the Board has carried out an annual evaluationof its own performance the individual Directors (including the Chairman) as well as anevaluation of the working of all Board Committees. The Board of Directors was assisted bythe Nomination and Remuneration Committee. The performance evaluation was carried out byseeking inputs from all the Directors/Members of the Committees as the case may be anddiscussions with the Directors by the Chairman of the NRC.

14. Number of meetings of the Board of Directors

During the year Nine (9) Board Meetings and one independent directors’ meeting washeld. The Details of which are given in Corporate Governance Report. The provisions ofCompanies Act 2013 and listing agreement were adhered to while considering the time gapbetween two meetings.

15. Committee of the Board "

A. Audit Committee:

B. Nomination & Remuneration Committee

Policy laid down by the Nomination And Remuneration Committee for remuneration ofDirectors KMP & other employees and the criteria formulated by the committee fordetermining qualifications positive attributes independence of a director.

The following policies of the Company are attached herewith: ‘Annexure- II’

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors Key Managerial Personnel and other employees

16. Vigil Mechanism and Whistle Blower Policy:

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has a Vigilmechanism and Whistle blower policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. Employees may alsoreport to the Chairman of the Audit Committee. During the year under review no employeewas denied access to the Audit Committee.

17. Details of Loans. Guarantees or investments under section 166

18. Corporate Social Responsibility fCSRt

Section 135 of the Companies Act 2013 is not applicable to the company.

19. Related Party Transactions :

Particulars of Contracts or Arrangements with Related parties referred to in Section188(1) in Form AOC- 2 are included as ‘Annexure- III’

20. ' Share Capital

The paid-up Equity Share Capital of the Company as on March 312015 was Rs.34758500/-. There was no change in the Authorised or Paid-up Capital or SubscribedCapital during FY 2014-15.

21. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows: A) Conservation of energy: ¹ '

22. Extract of the annual return

As required pursuant to section 92(3) oftheCompaniesAct2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is included as a part of this Annual Report. ‘Annexure- IV’

23. Regulatory Action:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and operations of the Company in future.

24. Managerial Remuneration:

Details/ Disclosures of Ratio of Remuneration to each Director to the medianemployee’s remuneration is included as ‘Annexure- V’

25. Corporate Governance and Shareholders information:

Your Company has taken adequate steps to adhere to all the stipulations laid down inClause 49 of the Listing Agreement. A report on Corporate Governance is included as a partof this Annual Report.

Certificate from the Statutory Auditors of the company confirming the compliance withthe conditions of Corporate Governance as stipulated under Clause 49 of the ListingAgreement is attached to this report.

26. Directors' Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper

explanation relating to material departures; '

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the st ate of affairs of the company at the end of thefinancial 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 adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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; and

(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.

(/) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement:

We thank our clients investors and bankers for their continued support during theyear. We place on record our appreciation of the contribution made by employees at alllevels. W e thank the Government of India particularly the Securities and Exchange Boardof India (SEBI) Stock Exchanges the State Governments and other governmentagencies/authorities for their support and look forward to their continued support infuture.

Your Company’s employees are the keys for its attaining new heights. YourDirectors place on record their deep appreciation of the commitment and professionalismdisplayed by them.

We also value the support provided by the Company's Shareholders and we look forward toyour continuing future support.