Markets

Your Board of Directors are pleased to present the 35^th Annual Report together with the Audited Accounts of the Company for the year
ended March 31,2026.

FINANCIAL SUMMARY & HIGHLIGHTS

OVERALL PERFORMANCE AND STATE OF COMPANY
AFFAIRS

The Company delivered a strong operating performance in
FY2025-26, supported by higher volumes, product innovation,
design capabilities and continued expansion across brands and
distribution channels.

On a consolidated basis, Revenue from Operations increased by
20.94% to ? 1,21,276.69 lakh from ? 1,00,277.27 lakh in FY2024-
25. EBITDA stood at ? 23,789.03 lakh, compared with ? 19,063.59
lakh in the previous year, registering growth of 24.79%. Net Profit
increased by 1.90% to ? 15,228.87 lakh from ? 14,919.10 lakh,
while Net Profit Margin stood at 12.56% compared with 14.88%
in FY2024-25.

On a standalone basis, Revenue from Operations increased by
13.08% to ? 95,025.77 lakh from ? 84,034.75 lakh in FY2024-
25. Standalone EBITDA stood at ? 18,193.64 lakh, compared
with ? 15,968.73 lakh in the previous year. Net Profit stood at
? 13,225.51 lakh, compared with ? 14,085.95 lakh in FY2024-25.

The year's performance reflected the strength of the Company's
established brand portfolio, design and product capabilities,
integrated manufacturing base and extensive market reach. The
Company continued to invest in product development, brand
building and retail expansion while retaining a measured approach
to growth.

During the year, the Board of Directors of the Company declared
two interim dividends of ? 2 per equity share each, taking the
aggregate dividend for FY2025-26 to ? 4 per equity share. CRISIL
also reaffirmed the rating on the Company's banking facilities at
'CRISIL AA-/Stable'.

OVERVIEW OF INDUSTRY AND IMPORTANT CHANGES IN
THE INDUSTRY

India has one of the world's most extensive textile and apparel
ecosystems, spanning traditional handlooms and handicrafts,
fibre and fabric manufacturing, garments, technical textiles and
organised fashion retail. The country is the world's second-largest
producer and sixth-largest exporter of textiles and apparel, with
an estimated 4.6% share of global trade. The sector contributes
approximately 2.3% to India's GDP, 13% to industrial production
and 12% to exports, while providing direct employment to more
than 5.3 crore people.

The Indian textile and apparel market was estimated at
approximately US$190 billion in FY2025-26 and is projected to
reach US$350 billion by 2030. The domestic market accounts for
nearly 80% of the industry and has expanded from approximately
? 6 lakh crore in FY2014-15 to around ? 16 lakh crore, reflecting
the scale of India's consumption opportunity.

The apparel market is being reshaped by faster fashion cycles,
rising brand awareness and wider access to domestic and
international trends. Social media and digital content have reduced
the time between the emergence of a trend and its adoption by
consumers. New designs, fits and collections are expected more
frequently, requiring apparel companies to identify demand early,
shorten product-development cycles and bring relevant products
to market while the opportunity remains current.

The spread of organised retail and e-commerce has also
widened the geography of demand. Consumers across Tier II,
Tier III and smaller cities now have greater access to branded
fashion, supported by improving infrastructure, rising purchasing
power and stronger digital connectivity. Physical stores remain
important for trial, fit and brand experience, while online platforms
offer reach, assortment and convenience. This has made a
connected presence across retail formats and digital channels
increasingly important.

Consumer preferences are also becoming more varied. Denim
continues to remain an important category, while casualwear,
smart casuals, athleisure, womenswear and childrenswear
are gaining a larger role in everyday consumption. Consumers
increasingly expect contemporary design, comfort, quality and
value in the same product, encouraging brands to widen their
portfolios while preserving a clear identity.

Sustainability is also receiving greater attention across the
industry. Responsible sourcing, efficient use of resources,
environmentally considerate materials and ethical manufacturing
practices are becoming increasingly relevant to regulators,
business partners, international customers and consumers.
These changes are encouraging companies to strengthen
process controls and review their manufacturing and sourcing
practices more closely.

India's textile and apparel exports were estimated at approximately
US$37 billion in FY2025-26. Despite geopolitical uncertainty,
tariff changes and shifts in global sourcing, the sector remained
supported by India's manufacturing capabilities, diversified
product base and growing access to international markets. The
opportunity before the apparel industry remains substantial,
although competitiveness will increasingly depend on brand
strength, product relevance, speed of response and disciplined
management of channels and inventory.

EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK

India's economy maintained a strong growth trajectory during
FY2025-26 despite geopolitical tensions, trade disruptions and
volatility across global financial markets. Real GDP growth was
estimated at 7.4%, supported by domestic consumption, public
investment and a resilient services sector. The country continued
to remain among the fastest-growing major economies,
reflecting the strength of its domestic demand and broader
economic fundamentals.

Consumption remained an important driver of economic
activity during the year. Improved agricultural output supported
rural incomes and spending, while easing inflation helped
strengthen household purchasing power. Inflation moderated

to approximately 2.0% during FY2025-26, creating a more
supportive environment for discretionary consumption. Urban
demand remained selective in parts, although rising incomes,
greater access to credit and continued preference for
branded and lifestyle products supported consumption across
several categories.

Government expenditure on infrastructure and logistics
continued to improve connectivity and widen access to markets.
Investments in roads, urban infrastructure, digital networks and
manufacturing are contributing to a more integrated consumer
economy and enabling businesses to reach a broader base
of customers. Policy measures aimed at supporting MSMEs,
manufacturing, entrepreneurship and access to credit are also
expected to strengthen employment generation and income
growth over time.

The outlook for FY2026-27 remains constructive, with real
GDP growth projected in the range of 6.8% to 7.2%. Private
consumption, public capital expenditure, improving agricultural
output and healthy corporate and banking-sector balance
sheets are expected to support growth. Continued investments
in infrastructure, manufacturing and digital connectivity should
further strengthen market access and reinforce India's long-term
consumption story.

The external environment, however, remains exposed to
geopolitical tensions, protectionist trade policies, commodity-
price movements and financial-market volatility. These factors
may influence export demand, input costs and consumer
sentiment. Even so, India's favourable demographics, rising
affluence and large domestic market provide a strong foundation
for sustained economic growth and the continued expansion of
organised consumption.

TRANSFER TO RESERVES

During the year under review no amount has been transfered
to reserve.

SHARE CAPITAL

There is no change in share capital during the financial year 2025¬
26.

DIVIDEND

Your Board of Directors had in their meetings held on February
10, 2026 and May 09, 2026 declared the 1^st and 2^nd interim
dividends for the financial year 2025-26 of ' 2/- (20%) per
equity share each absorbing a sum of '1,232.50 lakhs on each

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF YOUR COMPANY

There have been no material changes and commitments, which
affect the financial position of your company which have occurred
between the end of the financial year to which the financial
statements relate and the date of this Report. There is no change
in the nature of business of your Company.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURES

White Knitwears Private Limited is a joint venture of your
Company. Kraus Casuals Private Limited is material subsidiary of
your company. Kewal Kiran Developers Limited (formerly known as
Kewal Kiran Design Studio Limited) is a wholly owned and material
subsidiary of your Company.

FINANCIAL STATEMENTS

The financial statements of your Company, consolidated financial
statements along with relevant documents and separate audited
accounts in respect of joint venture and the subsidiaries, are
available on the website of your Company www.kewalkiran.com

Your Company has prepared the consolidated financial statement
in accordance with the applicable Accounting Standards. The
audited consolidated financial statements together with the
Auditor's Report form part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 a
statement containing the salient features of the financial

statements of the joint venture and the subsidiary is attached to
the Financial Statements in Form AOC-1.

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34(2)(c) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the standalone and consolidated Cash Flow Statements for
the year ended March 31,2026 forms a part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

In conformity with the provisions of Regulation 34(2) (f) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility and Sustainability
Report forms a part of this annual report.

CREDIT RATING

CRISIL, India's leading ratings, research, risk and policy advisory
Company has reaffirmed 'AA- / Stable' for the banking facilities of
the Company. This will further ensure superior credit terms from
the financial market and banks.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Unclaimed Dividend

Pursuant to the provisions of Section 124(5) of the Companies
Act, 2013, if the dividend transferred to the Unpaid Dividend
Account of the Company remains unpaid or unclaimed for a period
of seven years from the date of such transfer then such unclaimed
or unpaid dividend shall be transferred by the Company along with
interest accrued, if any to the Investor Education and Protection
Fund ('the IEPF'), a fund established under sub-section (1) of
section 125 of the Act.

The Company had during the financial year, accordingly,
transferred to IEPF, the unpaid and unclaimed dividend amounts
pertaining to Final Dividend 2017-18 of ' 5,618/-, 1^st Interim
Dividend 2018-19 of ' 9,394/-, 2^nd Interim Dividend 2018-19
of ' 13,780/- and 3^rd Interim Dividend 2018-19 of ' 40,230/-
Subsequent to the end of the financial year the Company has in
April 2026 transferred to IEPF, the unpaid and unclaimed dividend
amounts pertaining to 4^th Interim Dividend 2018-19 of ' 19,440/-
and in July 2026 transferred to IEPF, the unpaid and unclaimed
dividend amounts pertaining to 1^st Interim Dividend 2019-20 of
' 9,295/-.

Below mentioned is the information relating to outstanding
dividend accounts and the due dates for claiming dividends from
the Company subsequent to which the outstanding amounts
standing to the credit of the respective dividend account will be
transferred to the IEPF.

The web-addresses of the Company and IEPF Authority, where
the details of unpaid and unclaimed amounts lying with the
Company are uploaded, arehttps://www.kewalkiran.com/
investors.php#Unpaid%20Dividend%20Dataand http://www.
iepf.gov.in/

For any amounts of unclaimed dividend transferred to IEPF after
the expiry of the period of seven years as per provisions of the
Companies Act, 2013, Shareholders shall be entitled to apply to
the IEPF authority for payment of money unclaimed .

Mandatory Transfer of Shares to Demat Account of
Investors Education and Protection Fund Authority
(IEPFA) in case of unpaid/ unclaimed dividend on
shares for a consecutive period of seven years

In terms of Section 124(6) of the Companies Act, 2013 read with
Rule 6 of the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, (as
amended from time to time) (IEPF Rules) shares on which dividend
has not been paid or claimed by a shareholder for a period of
seven consecutive years or more are to be credited to the Demat
Account of Investor Education and Protection Fund Authority
(IEPFA) within a period of thirty days of such shares becoming due
to be so transferred. Upon transfer of such shares, all benefits
(like bonus, etc.), if any, accruing on such shares shall also be
credited to such Demat Account and the voting rights on such
shares shall remain frozen till the rightful owner claims the shares.
Shares which are transferred to the Demat Account of IEPFA can
be claimed back by the shareholders from IEPFA by following the
procedure prescribed under the aforesaid rules. The Company

sends out individual communication to the concerned Members
whose shares are liable to be transferred to IEPFA on a continuous
basis, to take immediate action in the matter. An aggregate of
2,775 shares are transferred to the IEPFA till date out of which
120 shares are transferred to the IEPFA during the financial year
2025-26.

NODAL OFFICER

The nodal officer appointed by your Company under the
provisions of IEPF is Mr. Abhijit Warange, President - Legal &
Company Secretary and the web-address on which the said
details are available ishtt ps ://www. kewalkiran.com/i nvestors.
php#IEPF%20Nodal%20Officer/%20List%20of%20shares%20
due%20for%20transfer%20to%20IEPF

DIRECTORS

During the year there were no resignation or new appointments
of Director of your Company.

Re-appointment of Director retiring by rotation

In accordance with the provisions of the Companies Act, 2013
and the Articles of Association of your Company, Mr. Dinesh P
Jain (DIN: 00327277), Director of your Company would retire by
rotation at the ensuing Annual General Meeting and being eligible
has offered himself for re-appointment.

KEY MANAGERIAL PERSONNEL

Your Company has recognized the following persons as Key
Managerial Personnel (KMP) in accordance with the Companies
Act, 2013.

1. Mr. Kewalchand P Jain - Chairman and Managing Director

2. Mr. Hemant P Jain - Joint Managing Director

3. Mr. Dinesh P Jain - Whole-time Director

4. Mr. Vikas P Jain - Whole-time Director

5. Mr Bharat A. Adnani - Chief Financial Officer (CFO)

6. Mr. Nimesh N. Anandpara - Deputy Chief Financial Officer

7. Mr. Abhijit B. Warange- President- Legal & Company Secretary

There were no resignation or new appointments of Key Managerial
Personnels during the year.

COMPLIANCE WITH THE CODE OF CONDUCT

Your Company has put in place a Code of Conduct effective
January 14, 2006, for its Board Members and Senior Management
Personnel. Declaration of compliance with the Code of Conduct
has been received from all the Board Members and Senior
Management Personnel as stipulated under Regulation 26(3)

of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A certificate to this effect from the Chairman
& Managing Director forms a part of this Report.

COMPLIANCE WITH THE CODE OF INDEPENDENT
DIRECTORS

Your Company has put in place a Code of Independent Directors
approved in the Board Meeting held on May 10, 2014, for its
Independent Directors. Declaration of compliance with the code
has been received from all the Independent Directors of your
Company as required under Section 134 (3)(d) of Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A certificate to this effect from the Chairman
& Managing Director forms a part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the
criteria of independence as prescribed under Sub Section (6)
of Section 149 of the Companies Act, 2013 read with Rule 6(1)
and (2) of the Companies (Appointment and Qualification of
Directors) Rules, 2014 together with SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have
registered their names in the Independent Directors Databank.
Further, the Board members are satisfied with regard to
integrity, expertise and experience (including the proficiency)
of the Independent Directors of the Company. The details of
familiarisation programme for Independent Directors are available
on the Company's website athttps://www.kewalkiran.com/admin/
uploads/categoryfiles/942familiarizationprogramme2025-26.
pdf.

GENERAL

Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on
these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend,
voting or otherwise pursuant to the provisions of Section 43
of Companies Act, 2013

2. Issue of shares (including Sweat Equity Shares) to employees
of the Company under any scheme and ESOS.

3. Issue of shares pursuant to SEBI (Employees Stock Option
scheme) Regulations and SEBI (Share Based Employee
Benefit) Regulation, 2014.

4. Issue of shares on Preferential basis pursuant to Section 62
of Companies Act, 201 3 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

5. The Company has not bought back its shares, pursuant to
Section 68 of Companies Act, 2013 and SEBI (Buy-back of
Securities) Regulations, 2018.

BOARD MEETINGS

The details of the number and dates of meetings of the Board of
Directors held during the Financial Year 2025-26 forms part of the
Corporate Governance Report.

COMMITTEES

The disclosure of composition of all Committees constituted by
your Board under the Act and the Listing Regulations and the
changes if any in the composition of such Committees during
the year as well as the number and dates of the meetings of the
Committee are given in the Corporate Governance report, which
forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c ) read with
Section 134(5) of the Companies Act, 2013 with respect to
Director's Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial
year ended March 31, 2026, 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

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 of the
Company for that period;

(c) the Directors had 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;

(d) the Directors had prepared the accounts for the financial
year ended March 31,2026 on a 'going concern' basis;

(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;

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS

Your Company has an Internal Control system, commensurate
with the size, scale and complexity of its operations. The Internal
Auditors monitor and evaluate the efficacy and adequacy of the
Internal Control System in the Company, its compliance with
operating systems, accounting procedures and policies at all
the Company locations. Based on the report of Internal Auditors,
process owners undertake corrective action in their respective
areas and thereby strengthen the controls.

The Audit Committee of the Board of Directors actively reviews
the adequacy and effectiveness of the Internal Control System
and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors
and the Business Heads are periodically apprised of the Internal
Audit findings and corrective actions taken. Audit plays a key role
in providing assurance to the Board of Directors. Significant audit
observations and corrective actions thereon are presented to the
Audit Committee of the Board.

Your Board has also reviewed the internal processes, system and
the internal financial control and the Directors' Responsibility
Statement contain a confirmation as regards adequacy of the
internal financial controls.

Details of internal financial controls and its adequacy are included
in the Management Discussion and Analysis Report ('MDAR')
which forms part of this Report.

AUDITORS

The Members of the Company in the 31^st Annual General
Meeting held on September 6, 2022 had appointed M/s. Jain &
Trivedi, Chartered Accountant, as the Statutory Auditors and
M/s. N.A. Shah Associates LLP as the Joint Statutory Auditors of
the Company for a period of five years i.e. to hold office from the
conclusion of 31^st Annual General Meeting till the conclusion of
the 36^th Annual General Meeting of the Company to be held in
the year 2027.

AUDIT REPORT

There are no qualifications or adverse remarks in the Auditors
report which require any explanation from the Board of Directors.

The Auditors Report on financial statements forming part of this
Annual Report is self-explanatory and does not call for any further
comments. During the year under review, no frauds were reported
by the auditor under Section 143(12) of Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the Regulation 24A of the SEBI Listing Regulations
and Section 204 of the Companies Act, 2013, the members of the
Company in the 34^th Annual General Meeting held on September
23, 2025 had approved the appointment of Mr. Ummedmal P Jain,
Peer reviewed Practising Company Secretary (COP no. 2235) as
Secretarial Auditor of the Company for a term of five consecutive
years commencing from FY 2025-26 till FY 2029-30.

The Secretarial Audit Report of the Company is included as
Annexure III A. The Secretarial Audit Report of Kewal Kiran
Developers Limited,wholly owned material subsidairy of the
company is included as Annexure III B and the Secretarial Audit
Report of Kraus Casuals Private Limited, material subsidairy of the
Company is included as Annexure III C and forms an integral part
of this report.

There are no qualifications, reservations or adverse remarks in the
aforesaid Secretarial Audit reports which require any explanation
from the Board of Directors.

SECRETARIAL STANDARDS

Your Company has complied with all applicable Secretarial
Standards issued by Institute of Company Secretaries of India on
Meetings of Board of Directors, General Meeting, Dividend and
the Board's Report.

DEPOSITS

Your Company has not accepted any public deposits within the
meaning of Section 73 and 74 of the Companies Act, 2013 read
with Companies (Acceptance of Deposit) Rules, 2014 during
Financial Year 2025-26.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any loans or guarantee during the
financial year 2025-26. The acquisitions of securities of any
other body corporate are within the limit specified u/s 186 of the
Companies Act, 2013. The details of the same are given in the
notes to financial statements.

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

The details of conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo stipulated under Section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is given as Annexure I.

RELATED PARTY TRANSACTIONS

Suitable disclosure as required by the Accounting Standard (AS-
24) has been made in the notes to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED TO IN SUB-SECTION
(1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013 is given
in Annexure - II.

There were no material related party transaction during the
year under review with Promoters, Directors or Key Managerial
Personnel which may have potential conflict of interest with
the Company at large. The Company has developed a Related
Party transactions framework through standard operating
procedures for the purpose of identification and monitoring of
such transactions.

All Related Party Transactions are placed before the Audit
Committee. A statement of all Related Party Transactions is
placed before Audit Committee for its review on a quarterly basis,
specifying the nature, value and terms and conditions of the
transactions for approval. The policy on Related Party transactions
as approved by the Board of Directors has been uploaded on the
website of the Company. The web-link to the Related Party Policy
ishttps://www.kewalkiran.com/investors.php#Policies.

RISK MANAGEMENT

Your Company has a Risk Management Committee which has
been entrusted with the responsibility to assist the Board in (a)
Overseeing and approving the Company's enterprise wide risk
management framework; and (b) Overseeing that all the risks that
the organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there is an
adequate risk management infrastructure in place capable of
addressing those risks.

The Committee has adopted a Risk Management Policy in
accordance with Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
which has been approved by Board of Directors.

Your Company manages, monitors and reports on the principal
risks and uncertainties that can impact its ability to achieve its
strategic objectives. Your Company's management systems,
organisational structures, processes, standards, code of conduct
and behaviours together governs the conduct of your Company's
business and managing associated risks.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Fraud free and corruption free work culture has been core of your
Company. In view of the potential risk of fraud and corruption
due to rapid growth and geographic spread of operation, your
Company has put an even greater emphasis to address this risk.

To meet this objective your Company has adopted a Whistle
Blower Policy establishing Vigil Mechanism to provide a formal
mechanism to the Directors and employees to report their
concern about unethical behavior, actual or suspected fraud or
violation of the Company's Code of Conduct or ethics policy. The

Policy provides for adequate safeguards against victimization of
employee who avail of the mechanism and also provides for direct
access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the Company have been denied
access to the Audit Committee in the Financial Year 2025-26.

The Policy on whistle blower/ vigil mechanism may be accessed on
the Company website athttps ://www. kewalkiran.com/investors.
php#Policies

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

There are no significant and/or material orders passed by the
Regulators or Courts or Tribunal which would impact the going
concern status of the Company and its future operation.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT,
REMUNERATION AND EVALUATION

In terms of the applicable provision of the Companies Act, 2013
read with rules made thereunder and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, your Board
had approved the Nomination and Remuneration Policy and Board
Performance Evaluation Policy as recommended by Nomination
and Remuneration Committee, in the Board Meeting held on
October 10, 2014. The Nomination and Remuneration Committee
has incorporated the criteria for determining qualifications,
positive attribute and independence of Director in the Nomination
and Remuneration and Board Performance Evaluation Policy
in terms of provision of Section 178(3) and Regulation 19
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Company's policy on Directors' appointment
and remuneration and the criteria for determining qualifications,
positive attributes and independence of a Director is given at
https://www.kewalkiran.com/investors.php#Policies

The said policy envisages the criteria for selection and
appointment of Board Members like determining qualification,
positive attributes and independence of Director, etc. It also lays
down the framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company.
The detail of the remuneration policy of the Company is given in
the Corporate Governance Report, which forms part of this Annual
Report. The said policy also lays down the criterion for payment
of remuneration to Non-Executive Directors and the web-link of
the same ishttps://www.kewalkiran.com/investors.php#Policies

ANNUAL BOARD EVALUATION

Your Board has adopted a formal mechanism for evaluating its
performance and as well as that of its Committee and individual
Directors, including the Chairman of the Board.

The criteria for performance evaluation of the Board include
aspects like Board composition and structure effectiveness
of Board processes, information and functioning, experience,
competencies, etc. The exercise was carried out through a
structured evaluation process covering various aspects of
the Boards functioning such as composition of the Board and
Committees, experience and competencies, performance of
specific duties and obligations, governance issues etc. Separate
exercise was carried out to evaluate the performance of individual
Directors including the Board Chairman who was evaluated on
parameters such as attendance, contribution at the meetings
and otherwise, independent judgment, safeguarding of minority
shareholders interest, etc.

The evaluation of the independent Directors was carried out
by the entire Board and that of the Chairman and the Non¬
Independent Directors were carried out by the independent
Directors. The Directors were satisfied with the evaluation results,
which reflected the overall engagement of the Board and its
Committees with the Company.

REMUNERATION OF DIRECTORS AND EMPLOYEES

The information required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 and forming part of the Directors' report for the year ended
March 31, 2026 and the prescribed particulars of employees
required under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are attached
as 'Annexure-IV' and forms part of this report.

Save and except the relation between the Executive Directors
inter se (the executive directors are brothers) none of the
employees listed in the said annexure is a relative of any Director
of the Company. None of the employees (save and except the
Executive Directors) hold (by himself or along with his/her spouse
and dependent children) more than two percent of the equity
shares of the Company.

CORPORATE SOCIAL RESPONSIBILITY REPORT

The Corporate Social Responsibility Committee has formulated
and recommended to the Board a Corporate Social Responsibility
Policy of the Company indicating the activities to be undertaken

by the Company which has been approved by the Board. The
Corporate Social Responsibility Policy may be accessed on the
Company's website athttps://www.kewalkiran.com/investors.
php#Policies. The Company considers Corporate Social
Responsibility spend in the areas of Healthcare, Education, Animal
welfare and such other areas as the Board may deem fit from
time to time so as to qualify as a Corporate Social Responsibility
spend pursuant to the Corporate Social Responsibility Policy
of the Company and in accordance with the provisions of the
Companies Act 2013 and the rules made there under.

The report on Corporate Social Responsibility initiatives as
required under Companies (Corporate Social Responsibility
Policy) Rules, 2014 is given as Annexure-V.

EXTRACT OF ANNUAL RETURN

Pursuant to amendment to Section 92 of the Act read with the
Rule 12 of Companies (Management and Administration) Rules,
2014, your Company is not required to provide extract of Annual
Return (Form MGT-9) as part of the Board's Report. Annual Return
as at March 31, 2026 is available on website of the Company
www.kewalkiran.com

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally
clean and safe operations. Your Company's policy requires
conduct of operations in such a manner, so as to ensure safety
of all concerned, compliances with environmental regulations and
preservation of natural resources. The Company provides a safe
and healthy workplace focussing on creating right safety culture
across the organisation and aims to achieve ultimate goal of zero
injuries to all its employees and all stakeholders associated with
the Company's operations.

MAINTENANCE OF COST RECORD

Your Company is not required to maintain cost record as
specified by the Central Government under Section 148(1) of
the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of Industry Structure and Developments, Internal
Control System, Risk and Concern, Operations, Performance and
Future Outlook of the Company is given separately under the
head Management Discussion and Analysis Report as stipulated
under Regulation 34(2) (e) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and forms a part of
this Annual Report.

DISCLOSURES PERTAINING TO THE SEXUAL
HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

The Company has in place a Policy for prevention of sexual
harassment at the workplace in line with the requirements of
the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints
received and disposed of during the year:

(a) Number of complaints of sexual harassment received in the
year: Nil

(b) Number of complaints disposed off during the year: Nil

(c) Number of cases pending for more than ninety days:- Nil

DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no applications made or pending against the Company
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DON E 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.

There were no instances of one-time settlement with any bank
or financial institution.

COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

The Company has complied all the provisions of Maternity Benefit
Act, 1961.

ACKNOWLEDGEMENTS

Your Board would like to place on record its sincere appreciation
for the wholehearted support and contribution made by its
customers, its shareholders and all its employees across the
country, as well as the various Government Departments,
Banks, Distributors, Suppliers and other business associates
towards the conduct of efficient and effective operations of
your Company.

For and on behalf of the Board

Place: Mumbai Kewalchand P. Jain

Dated: August 6, 2026 Chairman & Managing Director

DIN: 00029730