K. V. Toys India Ltd Directors Report

During the financial year 2025-26, the Board of Directors of the Company met 21 (Twenty-One) times. The Meetings were conducted through video conferencing and/or physical mode, in compliance with the applicable provisions of the Companies Act, 2013 and the Secretarial Standards issued by the Institute of Company Secretaries of India.

The intervening gap between any two consecutive Board Meetings did not exceed 120 days, as prescribed under the Act and applicable Secretarial Standards.

The details of Board Meetings held during the year and attendance of Directors are provided below:

THE DETAILS OF BOARD MEETINGS HELD DURING THE YEAR AND ATTENDANCE OF DIRECTORS ARE PROVIDED BELOW:

14. COMMITTEES OF THE BOARD

A. Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the Company has constituted an Audit Committee.

The Audit Committee of the Company was constituted by the Board of Directors in its Meeting dated August 22, 2025.

The composition of the Audit Committee is as follows:

The Audit Committee met (Five) times during the financial year.

The details of Audit Committee Meetings held during the year and attendance of the Members of the Committee are provided below:

The Audit Committee oversees the financial reporting process, reviews the financial statements, evaluates the adequacy of internal financial controls and risk management systems, and monitors the performance of internal and statutory auditors. It also reviews related party transactions and ensures compliance with applicable legal and regulatory requirements and other matters as governed in the terms of reference of the Committee

B. NOMINATION AND REMUNERATION COMMITTEE

In accordance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the Company has constituted a Nomination and Remuneration Committee. The Nomination and Remuneration (NRC) Committee of the Company was constituted by the Board of Directors in its Meeting dated 06th October 2025.

The composition of the Nomination and Remuneration Committee is as follows:

The Committee is duly constituted with a majority of Independent Directors and is responsible for identifying persons who are qualified to become Directors and who may be appointed in senior management, recommending their appointment and removal, and formulating criteria for determining qualifications, positive attributes and independence of Directors.

The Nomination and Remuneration Committee met once during the financial year.

The details of Nomination and Remuneration Committee Meetings held during the year and attendance of the Members of the Committee are provided below:

c. Stakeholders Relationship Committee

The Board of Directors had constituted the Stakeholders Relationship Committee at its meeting held on March 27, 2025.

The Board of Directors continues to oversee investor relations matters and the redressal of investor grievances, if any, and ensures their timely resolution.

During the financial year under review, the Company received investor complaints, all of which were duly addressed and resolved to the satisfaction of the concerned stakeholders. There were no pending investor complaints as on March 31, 2026.

15. MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company met separately, without the presence of Non-Independent Directors and members of the management, once during the financial year 2025-26, on March 31, 2026.

The Independent Directors, inter alia, reviewed the performance of the Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company, and assessed the quality, quantity and timeliness of the flow of information between the Management and the Board.

16. CHANGES IN SHARE CAPITAL

As on March 31, 2026, the Share Capital of the Company was as follows:

PAID UP SHARE CAPITAL

During the year under review, the Company allotted the following Equity Shares:

17. DECLARATION BY INDEPENDENT DIRECTORS

a. The Company has received necessary declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

b. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

c. Based on the declarations received and after undertaking due assessment of the veracity thereof, the Board of Directors is of the opinion that all the Independent Directors of the Company fulfil the conditions specified under the Companies Act, 2013 and the Listing Regulations and are independent of the Management.

18. INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS

In the opinion of the Board, the Independent Directors of the Company possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their duties and responsibilities as Independent Directors.

The Independent Directors have diverse knowledge and experience in the fields of business management, finance, strategy, corporate governance and other areas relevant to the Companys business operations. The Board is satisfied that the Independent Directors provide independent judgment, objective guidance and valuable insights in the conduct of the Companys affairs and governance practices.

19. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Policy in accordance with the provisions of Section 178(3) of the Companies Act, 2013. The Policy lays down the criteria for determining qualifications, positive attributes, independence of Directors and other matters relating to the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management.

The salient features of the Policy are as follows:

• Identification and appointment of persons qualified to become Directors, KMPs and SMPs based on their qualifications, experience, expertise, integrity, skills and other positive attributes;

• Formulation of criteria for determining qualifications, positive attributes and independence of Directors; Promotion of an appropriate mix of skills, experience, diversity and independence on the Board;

• Annual evaluation of the performance of the Board, its Committees and individual Directors;

• Establishment of a remuneration framework designed to attract, retain and motivate

• Directors, KMPs and SMPs, while ensuring a clear linkage between remuneration and performance;

• Ensuring that remuneration comprises an appropriate balance between fixed and variable pay, aligned with the Companys short-term and long-term business objectives;

• Succession planning for appointments to the Board and senior management positions; and

• Periodic review of the Policy to ensure continued compliance with applicable laws and alignment with the Companys strategic objectives.

The said Policy is available on the website of the Company and can be accessed at https:// kvtoys.co m/i nvestor/

20. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulations, the Compliance with the provisions w.r.t. Corporate Governance disclosures are not applicable to the Company since it falls within the ambit of the exemption, being an SME Listed Entity. Accordingly, the Corporate Governance Report does not form the part of the Annual Report for the financial year 2025-26.

21. COMPLIANCE WITH CODE OF CONDUCT

22. ANNUAL EVALUATION OF BOARDS PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees, the Chairperson and the individual Directors.

The evaluation was conducted in accordance with the criteria and framework approved by the Nomination and Remuneration Committee, taking into consideration various aspects such as the composition and effectiveness of the Board and its Committees, strategic guidance, governance practices, participation in meetings, quality of discussions and decision-making process, discharge of duties and responsibilities, and contribution of individual Directors.

The Nomination and Remuneration Committee reviewed the performance evaluation process and the outcome thereof. The Board expressed satisfaction with the evaluation process and its results.

23. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 ("the Act"), the Board of Directors, in respect of the year ended March 31, 2026, hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no 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 of the Company 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.

24. VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. No person has been denied access to the Audit Committee of the Board.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the particulars of investments made by the Company during the financial year 2025-26 are as follows:

The Company has made an investment in Crayonix Stationery Private Limited, comprising 6500 equity shares of Rs.10 each, constituting 65% of the total shareholding of the investee company.

The Company has made an investment in Just Bear Private Limited, comprising 40,500 equity shares of Rs.10 each, constituting 27% of the total shareholding of the investee company.

The Company has made an investment in Indo Manufacturers LLP of Rs.55,000, constituting 55% of the total shareholding of the investee company.

The Company has not granted any loans or provided any guarantees under Section 186 of the Companies Act, 2013 during the financial year 2025-26.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION

(1) OF SECTION 188

All the contracts/arrangements/transactions entered by the Company during the financial year 2025- 26 with related parties were in the ordinary course of business and on arms length basis. Since these transactions were not material in nature, and the relevant details are disclosed in the notes to the Financial Statements, Form AOC-2 is not annexed to this Report.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The salient features of the CSR Policy are as follows:

• Promotion of education, skill development and livelihood enhancement initiatives; Eradication of poverty, hunger and malnutrition, promotion of healthcare, sanitation and access to safe drinking water;

• Promotion of gender equality and support for socially and economically disadvantaged sections of society;

• Environmental sustainability, ecological conservation and protection of natural resources; Protection and promotion of national heritage, art and culture;

Support for rural development, slum area development and disaster relief and rehabilitation activities;

• Promotion of sports and welfare measures for armed forces veterans and their dependents; and

• Contribution to funds and institutions engaged in socio-economic development, research, innovation and other activities specified under Schedule VII of the Companies Act, 2013.

During the financial year 2025-26, the Company has spent an amount of Rs. 5,95,422.79/- against Prescribed CSR obligation of Rs. 5,95,422.79.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to formulate and recommend the CSR Policy, recommend the amount of expenditure to be incurred on CSR activities, and monitor the implementation of the CSR Policy and projects undertaken by the Company. The CSR Committee functions in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder.

The Company has identified focus areas of engagement which have been enumerated in its CSR Report attached as Annexure C to this Report along with the details of CSR Expenditure done during the year.

28. RISK MANAGEMENT

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Risk Management Policy for identification, evaluation, monitoring and mitigation of risks.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to its key business objectives. Major risks identified by the business and functional teams are systematically addressed through appropriate mitigating actions on a continuing basis.

The Company follows an integrated approach to risk management, covering key risk areas including financial, operational, regulatory, sectoral, sustainability (including ESG), information technology and cybersecurity risks. The Board of Directors oversees the risk management framework and ensures that appropriate procedures are in place to inform the Board about risk assessment and minimization. The Audit Committee periodically reviews the adequacy of internal financial controls and risk management systems, and assists the Board in monitoring and reviewing key risks and mitigation plans.

Based on the assessment carried out, no risks have been identified which, in the opinion of the Board, may threaten the existence of the Company.

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

Particulars prescribed under Section 134 (3) (m) of the Companies Act, 2013 are as under:

i. CONSERVATION OF ENERGY:

The operations of the Company are not energy-intensive in nature. Nevertheless, the Company remains committed to the efficient utilization and conservation of energy across its offices and warehouse facilities. During the year, the Company continued to focus on energy conservation through regular monitoring of energy consumption, adoption of energy-efficient equipment wherever feasible, preventive maintenance of electrical systems, and optimization of warehouse and office operations. The Company will continue to evaluate and implement practical energy saving initiatives as part of its commitment to sustainable and responsible business practices.

• Steps taken or impact on conservation of energy: The Company remains conscious of energy conservation and continues to undertake measures for the efficient utilization of energy in its day-to-day operations, including regular monitoring of energy consumption, preventive maintenance of electrical systems, adoption of energy-efficient equipment wherever feasible, and optimization of warehouse and office operations.

• Steps taken by the Company for utilizing alternate sources of energy: Nil

• Capital investment on energy conservation equipment: Nil

ii. TECHNOLOGY ABSORPTION:

As a brand-driven global company, the Company continues to leverage technology to strengthen its product development, supply chain, and overall business operations. During the year, the Company enhanced the use of digital tools for product design and continued to evaluate automation, artificial intelligence, data analytics, and digital collaboration platforms to improve decision-making, operational efficiency, and scalability.

The management remains committed to adopting appropriate technologies that support innovation, enhance competitiveness, and create long-term value for all stakeholders.

• Efforts made towards technology absorption: Adoption and utilization of appropriate information technology systems, digital tools for product design, business operations and process management, along with evaluation of automation, artificial intelligence, data analytics and digital collaboration platforms to improve operational efficiency and business scalability.

• The benefits derived like product improvement, cost reduction, product development or import substitution: Improved operational efficiency, better process management, enhanced product development capabilities, informed decision-making, improved customer service, effective business administration and increased scalability.

• Information regarding technology imported during last three years: Nil

• The expenditure incurred on Research and Development: Nil

iii. FOREIGN EXCHANGE EARNING AND OUTGO:

During the financial year under review, the Company earned foreign exchange of S3.48 Lakhs. The details of foreign exchange earnings and outgo are as follows:

• Foreign Exchange Earnings: S3.48 Lakhs

• Foreign Exchange Outgo: NIL

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going Concern status and your Companys Operations in Future.

31. AUDITORS AND AUDITORS REPORT

a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, m/s Shubham D Jain & Co.., Chartered Accountants, Mumbai (FRN No. 034807C), were appointed as Statutory Auditors of the Company, to conduct Audit for the Financial Year 2025-26, and they shall hold office until the conclusion of the Annual General Meeting for the Financial Year 2029-30

Auditors Report

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2026 does not contain any reservation, qualification or adverse remark.

The Statutory Auditors of the Company have not reported any instances of fraud committed in the Company by its officers or employees as specified under Section 143(12) of the Act.

b. Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder M/s Naveen Karn & Co., Practicing Company Secretary, (Certificate of Practice Number: 22655) were appointed as the Secretarial Auditor to conduct Secretarial Audit for the Financial Year 2025-26.

The Secretarial Auditors Report for the Financial Year is annexed to this Report as Annexure D.

The comments, if any, appearing in the Secretarial Audit report are self-explanatory and do not call for any further explanation/ clarification. The secretarial auditor report does not contain any qualification, reservation or adverse remark.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY SINCE THE CLOSE OF THE FINANCIAL YEAR 2025-26 TILL THE DATE OF THIS REPORT

No events occurred since the close of the financial year 2025-26 till the date of this report affecting the financial position of the Company.

33. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls, commensurate with the activities and the size of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operations were observed.

34. HUMAN RESOURCES

The Company recognizes its human resources as one of its key assets and critical drivers for sustainable growth. The Company strives to align its human resource policies and initiatives with its business objectives, focusing on talent development, employee engagement and performance management.

The relations between the Management and employees remained cordial throughout the year under review.

As on March 31, 2026, the Company had 62 employees on its payroll.

35. PARTICULARS OF EMPLOYEES

Relevant particulars are given in Annexure B to this Report.

In terms of Section 136 of the Act, the details of top ten Employees are open for Inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

36. PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe, secure and harassment-free work environment for all its employees. The Company has zero tolerance towards sexual harassment and has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").

The Company has constituted an Internal Complaints Committee ("ICC") in accordance with the provisions of the POSH Act, which is responsible for the prevention, prohibition and redressal of complaints relating to sexual harassment at the workplace. The Company conducts awareness initiatives and ensures adherence to the policy across all levels. During the financial year ended March 31, 2026, no complaints pertaining to sexual harassment were received.

Summary of the complaints received during the year under review, are as follows:

I. Number of complaints of sexual harassment received in the year: 0

II. Number of complaints disposed off during the year: 0

III. Number of cases pending for more than ninety days: 0

36. PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has ensured compliance with the provisions of Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961.

38. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

Pursuant to Regulation 34(3) read with Schedule v(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that there were no Equity Shares lying in the Suspense Demat Account/ Unclaimed Suspense Demat Account as on March 31, 2026.

Accordingly, the disclosure requirements prescribed under the aforesaid regulations are not applicable to the Company for the financial year ended March 31, 2026.

39. COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company has in place a proper system to ensure compliance with the provisions of the applicable Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India.

40. GENERAL DISCLOSURES:

• The consolidated financial statement is also being presented in addition to the standalone financial statement of the Company.

• The Company is not required to maintain cost records under sub-section (1) of section 148 of the Companies Act, 2013.

• There were no applications made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year.

• The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loans from the banks or financial institutions along with the reasons thereof - Not Applicable.

• Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there was no deviation or variation in the utilization of proceeds raised through the Initial Public Offer (IPO) from the objects stated in the Prospectus during the financial year under review.

• Issue of Equity Shares with Differential Rights, Sweat Equity Shares and Employee Stock Option Scheme (ESOP):

During the financial year under review, the Company has not issued any equity shares with differential rights, sweat equity shares or shares under any Employee Stock Option Scheme (ESOP). Accordingly, the provisions of Rules 4, 8(13) and 12 of the Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the Company.

• Buy-back of Securities and Bonus Issue:

During the financial year under review, the Company has not undertaken any buy-back of its securities or issue of bonus shares. Accordingly, the relevant provisions relating thereto are not applicable to the Company.

• Transfer of Unclaimed Dividend and Shares to IEPF

During the financial year under review, there was no amount of unclaimed or unpaid dividend required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013. Further, no shares were required to be transferred to the IEPF during the financial year under review. Accordingly, the provisions relating to transfer of unclaimed dividend and shares to the IEPF are not applicable to the Company.

• Policy on Related Party T ransactions:

The Company has not formulated a separate policy on Related Party Transactions, Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 not being applicable to the Company during the year under review by virtue of Regulation 15(2). All related party transactions entered into during the year were placed before and approved by the Audit Committee in accordance with Section 177(4)(iv) of the Companies Act, 2013.

• Familiarisation Programme for Independent Directors:

The Company has two Independent Directors on its Board. Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company, it being listed on the SME Platform, by virtue of Regulation 15(2). The Company nevertheless familiarises its Independent Directors with the Companys business, operations and the regulatory environment through presentations and discussions at Board and Committee Meetings.

41. ACKNOWLEDGEMENTS:

Your Directors place on record its sincere appreciation towards Companys valued overseas customers for the support and the confidence reposed by them in the Company and look forward to the continuance of this mutually supportive relationship in future. Your Directors gratefully acknowledge the contributions made by employees/consultants towards the success of your Company. Your Directors are also thankful for the co-operation and assistance received from its vendors, bankers, regulatory and Governmental authorities in India and abroad and its shareholders.