DIRECTORS' REPORT

Your directors take pleasure in presenting their 85^th Annual Report of the company together with the Audited Financial Statements for the financial year ended 31^st March, 2026.

1. Statement of affairs of the company:

The performance of the business is detailed out in the Management Discussion and Analysis Report (MDA), which forms part of the Annual Report

Financial Performance and Review:Financial information - Standalone and Consolidated C Crores)

Depositors have been intimated about the maturity of deposits with a request to either renew or claim their deposits. As per the provisions of Section 125 of the Companies Act, 2013, deposits remaining unclaimed for a period of seven years from the date they became due for payment have to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Accordingly, during the year an amount of Rs.4,04,000/- towards unclaimed deposits and Rs.50,000/- towards Stale cheque unclaimed on deposits has been transferred to the IEPF.

7. Particulars of Loans, Guarantees and Investments

Loans, guarantees and investments covered under Section 186 of the Act have been disclosed in the financial statements, which forms part of this Annual Report.

8. Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report.

9. Particulars of Contracts or Arrangements with Related Parties:

The Company has developed a Related Party Transactions Policy and Standard Operating Procedures for the purpose of identification and monitoring Related Party transactions.

All transactions with Related Parties are placed before the Audit Committee as also the Board for approval.

Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. The transactions entered into pursuant to the approvals so granted are subjected to audit and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis.

The details of contracts or arrangements entered with the related parties along with the Justification is provided in Form AOC 2 as Annexure- 6 of this report.

There were no materially significant related party transactions with Promoters, Directors, Key

Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board may be accessed on the Company’s website at http://www.kcp.co.in/downloads/investor/ corporate-governance/related-party-transaction-policy.pdi.

No whole time Director or Managing Director of the company is in receipt of any salary or Commission from Subsidiary company in terms of Section 197(4) of the Companies Act, 2013.

10. Corporate Social Responsibility (CSR)

As part of its initiatives under “Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Livelihood, Women empowerment, Health, Water and Sanitation. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The Company has constituted a CSR Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee has formulated and recommended to the Board, CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at http://www. kcp.co.in/downloads/investor/corporate-governance/ corporate-social-responsibility-csr-policy.pdf

The Company’s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Report.

The Company’s CSR Policy as stated earlier is in alignment with the requirements of the Act. The CSR Policy Statement and Report on the activities undertaken during the year is annexed to the Board’s Report as Annexure ‘3’.

Details of the social projects and initiatives undertaken as part of our Corporate Social Responsibility are given in a separate report on CSR activities which forms part of the Annual Report.

11. Risk Management

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness.

The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

The Risk Policy of the company may be accessed on the Company’s website at http://www.kcp.co.in/ downloads/investor/corporate-governance/risk-policy-procedures.pdf

12. Internal Control Systems and its adequacy

The Company’s internal control systems are in commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the financial statements are adequate.

The details in respect of internal financial controls and its adequacy are included in the Management Discussion and Analysis, which forms part of this Report.

13. Vigil Mechanism/ Whistle-blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Employees, Directors and Stakeholders in conformity with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report genuine concerns about unethical behaviour and to ensure strict compliance with ethical and legal standards across the Company.

This Policy is available on the Company’s website and can be accessed at http://www.kcp.co.in/downloads/ investor/corporate-governance/whistle-blower-policy. pdf

14. Subsidiary, Associate and Joint venture companiesJoint venture

Our company has a joint venture company Fives Cail KCP Limited.

Subsidiary Company:

Our Company does not have any Indian Subsidiary company and has a material subsidiary in Vietnam, KCP Vietnam Industries Limited, as per the thresholds laid down under the SEBI Listing Regulations.

The Board of Directors of the Company has approved a Policy for determining material subsidiaries in line with the SEBI Listing Regulations as amended and the Policy may be accessed at http://www.kcp.co.in/ downloads/investor/corporate-governance/policy-on-material-subsidiaries.pdf

Further, pursuant to the provisions of Section 136 of the Act read with Regulation 46 of the SEBI Listing Regulations, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company’s website and can be accessed at http://www.kcp.co.in/downloads/financial-results/ kcpvilbalancesheet2026.pdf

These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM.

The Audit Committee and Board review the financial statements, significant transactions, working and the financial results of the subsidiary company in Vietnam, KCP Vietnam Industries Limited.

There is no material change in the nature of the business of the subsidiary or Joint Venture.

Pursuant to the provisions of Section 129(3) of the Act, statement containing brief financial details of the subsidiary and Joint Venture Company is included in the Annual Report in Form AOC 1 as Annexure 5.

No company ceased to be its Subsidiary, joint venture or associate company during the year.

15. Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2026 is available on the Company’s website at http://www.kcp.co.in/downloads/financial-results/ FormMGT72026.pdf

16. Human resources / industrial relations

Our Company continuously focus on people related programmes aimed at attracting, developing and retaining talent within organisation by way of:

a) Employee Engagement - Company enjoys high engagement levels from its employees which is reflected in its consistently improving

performance. Company continuously aims to enhance the engagement levels of its people by ensuring that its business practices are in alignment with the holistic growth and development of its people which drives them to be actively engaged with the Company.

b) Talent Management - Company is continuously working on strengthening and building talent in its Human Resources management team for supporting its growth.

c) Work Environment - Company provides a congenial work atmosphere where every employee enjoys his work and It works on creating people practices which makes it the best place to work for everyone.

d) Occupational Health and Safety

Safety of employees and workers is of utmost importance to the Company. To reinforce the safety culture in the Company, it has identified occupational Health & Safety as one of its focus areas. Various training programmes have been conducted at the plants.

The Company continuously undertakes initiatives aimed at providing a healthy and safe workplace to its people.

Company regularly conducts Safety Audit to identify and eliminate potential safety risks through an objective assessment of various equipment. Further, Mock drills on emergency preparedness are conducted to meet any contingency.

Industrial Relations

Employee Relations at all the Units and divisions of the company remained cordial.

17. Board of Directors and Key Managerial PersonnelBoard of Directors

The Board of Directors comprises distinguished professionals of proven integrity and competence, who provide strategic direction, guidance and leadership to the Company.

As on March 31, 2026, the Board of Directors of the Company comprised of eight Directors with an optimum balance of Executive and Non-Executive Directors, including one Women Independent Director of these, Three Directors were Executive and one Non-Executive Directors, four of whom were Independent Directors.

A. Appointments/ Re-appointments

During the year under review, the Members have approved the appointments of Dr. V.L. Indira Dutt (DIN:00139883) as Chairperson & Managing Director, Smt. V. Kavitha Dutt (DIN: 00139274) as Joint Managing Director of the company for a term of 3 (three ) years w.e.f. March 1,2026 , through Postal Ballot for which the results were declared on January 7, 2026.

In terms of Section 152 of the Act, Sri. Ravi Chitturi (DIN: 00328364), Director, being liable to retire by rotation, shall retire at the ensuing AGM and being eligible for re-appointment, offers himself for reappointment.

A resolution seeking Members’ approval for his reappointment along with other required details forms part of the Notice of this AGM.

On the recommendations of the Nomination & Remuneration Committee, Board of Directors have appointed Sri. Parthapratim Brahma (DIN 0009784238) as Non-Executive Independent Director and Sri. K.V.S.R Subbaiah (DIN: 10828022) as NonExecutive Director of the Company, which is subject to the approval of the shareholders at the ensuing Annual General Meeting and the resolution seeking Members’ approval for their appointment along with other required details forms part of the Notice of this AGM.

The relevant details including profile of Director retiring by rotation and seeking re-appointment are included separately in the Notice of this 85th AGM.

B. Cessation

There are no incidents of retirement or resignation of Directors/KMP during the year.

18. Key Managerial Personnel (‘KMP’)

Pursuant to the provisions of Section 203 of the Act, The KMP of the Company as on 31st March, 2026 are as under:

1. Dr.V.L. Indira Dutt, Chairperson & Managing Director

2. Smt.V. Kavitha Dutt, Joint Managing Director

3. Sri. Ravi Chitturi, Technical Director

4. Sri. Anis Tyebali Hyderi , Chief Financial Officer

5. Sri. Y. Vijayakumar, Company Secretary

19. Independent Directors

Pursuant to the provisions of Section 149(7) of the Act, the Independent Directors have submitted declarations that each of them meets 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 Listing Regulations.

The Board has taken on record the said declarations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA’).

Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014 as amended, since all the Independent Directors of the Company except Dr. Janaki Pillai (independent Woman Director) have served as Directors for a period of not less than three (3) years on the Board of Listed Companies as on the date of inclusion of their names in the database, they are not required to undertake online proficiency self-assessment test conducted by the said Institute and Dr. Janaki Pillai has appeared and cleared the proficiency test.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

20. Board effectivenessa) Familiarization programme for Independent Directors

Pursuant to the provisions of Regulation 25(7) of the SEBI Listing Regulations read with Schedule IV of the Act, the Company has in place a Familiarization Program for its Independent Directors to acquaint them with the Company, their roles and responsibilities, the business model, operational aspects and governance framework of the Company. Through this program, the Independent Directors are provided with relevant

information and insights to enable them to gain a comprehensive understanding of the Company’s business and to contribute effectively to the Board and its Committees.

The familiarization sessions are conducted through presentations, briefings and interactions with senior management, as and when required.

Details of the familiarization programme are explained in the Report on Corporate Governance and are also available on the Company’s website and can be accessed at http://www.kcp.co.in/downloads/investor/ corporate-governance/familiarisation-programmes-for-independent-directors.pdf

21. Disclosure on Audit Committee

The Audit Committee as on March 31,2026 comprises of the following Members:

Sri. Thiruvengadam Parthasarathi (Chairperson), Smt. V. Kavitha Dutt, Joint Managing Director, Sri. Harish Lakshman and Sri. C. Panduranga Rao are the members of Audit committee.

All recommendations of Audit Committee were accepted by the Board of Directors.

The Audit Committee complies with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

22. Material changes and commitments affecting the financial position of the Company.

There have been no material changes and commitments 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 this report.

23. Statutory Auditors

Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 28, 2026 has recommended the appointment of M/s. Brahmayya & Co., Chartered Accountants, Vijayawada (Firm Regn. No. 000513S), as the Statutory Auditors of the Company, for a term of five consecutive years, from the conclusion of the 85^th AGM of the Company till the conclusion of the 90^th Annual General Meeting of the company.

24. Cost Auditors and their Report

As per Section 148 of the Companies Act, 2013 read with Rules framed there under, M/s Narasimha

Murthy & Co, Cost Accountants, Hyderabad and M/s. S. Mahadevan & Co, Chennai, Cost Accountants, Chennai as the Cost Auditors for the Cement and Engineering units for the year 2025-2026 were re-appointed as Cost Auditors for the financial year 2026-2027 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing annual general meeting. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 2024-2025, of M/s Narasimhamurthy & Co, Cost Accountants, Hyderabad and M/s S. Mahadevan & Co, Chennai as the Cost Auditors, in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs within the due date.

25. Statutory Auditor’s report and Secretarial Audit report

The Statutory Auditor’s report and the Secretarial Audit report for the year ended 31st March 2026, do not contain any qualifications, reservations, adverse remarks or disclaimer.

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any fraud to the Audit Committee committed by its officers or employees as specified under Section 143(12) of the Act.

26. Number of meetings of the Board and its committees:

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses.

Five meetings of the Board were held during the year under review. The necessary quorum was present for all the meetings. The maximum interval between any two Board meetings did not exceed 120 days. For details of meetings and composition of the Board

and Committees of the Board, please refer to the Corporate Governance Report, which forms part of this Report.

The Company has the following Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

1. Audit Committee

2. Risk Management Committee

3. Corporate Social Responsibility Committee

4. Nomination and Remuneration Committee

5. Stakeholders’ Relationship Committee

6. Finance Committee

7. Investment Committee

8. Share Transfer and Transmission Committee.

The details with respect to the composition, terms of reference, number of meetings held, etc. of these Committees are included in the Report on Corporate Governance, which forms part of the Annual Report

27. Board evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The criterion is broadly based on the Guidance Note on Board Evaluation issued by the SEBI.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairperson of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors.

28. Corporate Governance

The Board of Directors reaffirms their continued commitment to good corporate governance practices.

During the year under review, the Company complied with the provisions relating to corporate governance as provided under the Listing Regulations. The

compliance report together with a certificate from the Company’s auditors confirming the compliance is provided in the Report on Corporate Governance, which forms part of the Annual Report.

29. Business Responsibility and Sustainability Reporting (BRSR)

The BRSR indicates the Company’s performance against the principles of the ‘National Guidelines on Responsible Business Conduct’. This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company.

A separate section on Business Responsibility forms part of this Annual Report as required under Regulation 34(2) (f) of the Listing Regulations read with SEBI Circular dt. 10/05/2021 read with SEBI Circular dt.12/07/2023 is enclosed to this report as Annexure 4 .

30. Compliance with Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate and operating effectively.

31. Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [“POSH Act”]

The Company follows a zero-tolerance approach towards sexual harassment and remains firmly committed to ensuring the safety, dignity and wellbeing of all employees.

It strives to foster a safe, inclusive and respectful workplace across all its global operations.

The Company has implemented a Policy on the Prevention of Sexual Harassment, aligned with the POSH Act and other applicable laws across the jurisdiction in which it operates. Internal Committees (“ICs”) have been constituted in accordance with the requirements of the POSH Act. Multiple reporting channels are available for reporting concerns, including the Company intranet for KCP employees and a dedicated email address for others.

The Company continues to strengthen awareness and prevention through regular training of IC members, structured awareness programmes, induction sessions for new employees and on-going e-learning modules for employees, trainees and associates.

32. Compliance with Maternity Benefit Act, 1961

The Company is in compliance with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure on-going compliance.

33. Significant and material orders

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

34. Proceedings under the Insolvency and

Bankruptcy Code, 2016

No proceedings are initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

35. Other Disclosures

• There were 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.

• The Company has not issued any shares with differential voting rights/ sweat equity shares.

• There was no revision in the Financial Statements.

• There has been no change in the nature of business of the Company as on the date of this report.

• Valuation for one time settlement

There was no instance of one time settlement with any bank or financial institution.

36. Transfer to the Investor Education and Protection Fund

In line with the statutory requirements, the Company has transferred to the credit of IEPF set up by the Government of India, equity shares in respect of

which dividend had remained unpaid/unclaimed for a period of seven (7) consecutive years within the timelines laid down by the Ministry of Corporate Affairs. Unpaid/ unclaimed dividend for seven (7) years or more has also been transferred to the IEPF pursuant to the requirements under the Act.

Details of the unclaimed dividend/shares to be transferred to IEPF are provided on our website, at http://www.kcp.co.in/investor/Unpaid-Unclaimed-Dividend.

37. Particulars of Employees

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been given in the annexure appended hereto and forms part of this report as Annexure 1.

None of the employees listed in the said Annexure (other than the Executive Directors) is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

a) The ratio of the remuneration of each director to the median employee’s remuneration for the financial year and such other details as prescribed is as given below:

* Remuneration received in FY 2025- 2026 is not comparable with remuneration received in FY 20242025 which was for part of the year.

b) The percentage increase/ (decrease) in the median remuneration of employees in the Financial Year: 7.10%

c) The number of permanent employees (Management staff) on the rolls of company: 705

d) If remuneration is as per the remuneration policy of the company: Yes

38. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure-2 to this Report.

39. Director’s Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

I. I n the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

II. They have selected such accounting policies and applied them consistently and made judgements 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;

III. 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;

IV. They have prepared the annual accounts on a going concern basis;

V. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

VI. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Acknowledgements

The Board of Directors wishes to place on record their gratitude to the Central Government, State Governments, Company’s Bankers, Customers, dealers and other business associates for the assistance, co-operation and encouragement they extended to the Company. Your directors wish to wholeheartedly thank the employees for their sincere and devoted contribution to the company’s continued performance. Your directors are thankful to the shareholders and deposit holders for their continued patronage.