Dear Shareholders,

The Board of Directors ( the Board ) have pleasure in presenting the 44th Annual Report on the business and operations of the Company together with the Financial Statements of Kabra Commercial Limited ( the Company ) for the financial year ended 31st March 2026.

FINANCIAL PERFORMANCE:

The performance of your Company for the Financial Year ended 31st March,2026 is summarized in the table below:

(Amount 00)

Particulars	31/03/2026	31/03/2025
Revenue from operations	13,35,104.21	23,83,437.74
Other Income	1,59,137.71	1,42,021.98
Total Income	14,94,241.92	25,25,459.72
Profit/(Loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense	1,07,051.80	2,99,259.62
Less: Depreciation	3,987.24	5,503.20
Profit /(Loss) before Finance Costs, Exceptional items and Tax Expense	1,03,64.56	2,93,756.42
Less: Finance Cost	64,031.09	80,36,870
Profit /(Loss) before Exceptional items and Tax Expense	39,033.47	2,13,387.72
Add/(less): Exceptional items	--	--
Profit /(Loss) before Tax Expense	39,033.47	2,13,387.72
Less: Tax Expense Provision for Income Tax (including for earlier years)	(36,451.15)	(57,848.26)
Deferred Tax	338.27	836.74
Net Profit/(Loss) After Tax (a)	2,920.59	1,56,376.20
Other Comprehensive Income (net of tax) (b)	(3,054.07)	1,683.50
Total Comprehensive Income (a+b)	(133.48)	1,58,059.70
Earnings Per Share (Face value of share of 10 each) (a) Basic ( )	0.10	5.32
Earnings Per Share (Face value of share of 10 each) (b) Diluted ( )	0.10	5.32

Previous year figures have been regrouped / rearranged wherever necessary.

STATE OF COMPANY S AFFAIRS:

The information on the affairs of the Company has been provided as part of the Management Discussion & Analysis Report section.

During the year under review, the revenue from operations of your Company decreased to 13,35,104.21 as compared to 23,83,437.74 in the Previous Year. The other Income of the Company is derived from dividend, Interest on FDR etc. The profit after tax for the year under review has decreased to 2,920.59 as against the profit of 1,56,376.20 in the Previous Year 2024-25 due to unfavorable market conditions .

SHARE CAPITAL:

There has been no change in the financial structure of the Company during the year under review. As on 31st March 2026, the Authorized Share Capital of the Company stood at 7,25,00,000/- comprising 72,50,000 Equity Shares of 10/- each. The Issued, Subscribed and Paid up share capital of your Company stood at 2,94,00,000/- comprising 29,40,000 Equity shares of 10/- each.

DIVIDEND:

The Board of your Company, after considering holistically the relevant circumstances has decided that it would be prudent, not to recommend any Dividend for the year under review.

DEPOSITS:

During the year under review, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder.

WEBLINK OF ANNUAL RETURN:

A weblink of Annual Return for the Financial Year ended March 31, 2026, in Form MGT 7 as required under Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at the link: www.kcl.net.in.

RESERVES:

During the year under review, the Company has not transferred any amount to General Reserves.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS:

Particulars of Investments as required under the provisions of Section 186 of the Companies Act, 2013 are given in Note No. 3 of the Notes to the standalone financial statements.

RELATED PARTY TRANSACTION:

All Related Party Transactions that were entered into during the financial year were on an arm s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 ( Listing Regulations ). None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Hence, provisions of Section 188 of the Act are not applicable.

Thus, disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. All Related Party Transactions were placed before the Audit Committee for its approval and were reviewed on quarterly basis. Further, necessary disclosure as required under IND AS 24 with respect to related party transactions are disclosed under Notes on Financial Statements for the FY ended 31st March, 2026.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, the Directors, to the best of their knowledge and belief, hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures in adoption of these standards.

(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 as at 31st March, 2026 and of the profit 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) have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

DETAILS OF BOARD AND COMMITTEE MEETINGS:

The Board is duly constituted with proper balance of Executive Directors, Non- Executive Directors and Independent Directors. The Meetings of the Board and its Committees were held in compliance with the applicable provisions of the Act, Listing Regulations and Secretarial Standards.

The Board met 5(five) times during the financial year under review. Details of the Board and Committee meetings including attendance therein are provided in the Annual Report. The intervening gap between the Meetings was within the period prescribed under the Act.

a) Board Meetings:

During the financial year ended 31st March, 2026, five meetings of the Board were held, as follows:

Meeting Dates

1 30th May, 2025

2 1 st August, 2025

3 12th August, 2025

4 13 th November, 2025

5 12 th February, 2026

b) NOMINATION AND REMUNERATION COMMITTEE:

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

Name of the Committee Members	Nature of Directorship	Membership
Mrs. Manisha Parwal	Non-Executive Independent Director	Chairman
Mr. Siddhi Singhania (nee Dhandharia)	Non-Executive Independent Director	Member
Mr. Chandra Prakash Kabra	Non-Executive Director	Member

During year 4(four) Nomination and Remuneration Committee meetings were held.

Meeting Date

1. 30 th May, 2025

2. 1 st August, 2025

3. 12th August, 2025

4. 12 th February, 2026

c) AUDIT COMMITTEE

The composition of the Audit Committee is as follows: -

Name of the Committee Members	Nature of Directorship	Membership
Mrs. Manisha Parwal	Non-Executive Independent Director	Chairman
Mr. Siddhi Singhania (nee Dhandharia)	Non-Executive Independent Director	Member
Mr. Rajesh Kumar Kabra	Executive Director	Member

During year 4 (Four) Audit Committee Meetings were held

Meeting Dates

1 30th May, 2025

2 12th August, 2025

3 13 th November, 2025

4 12 th February, 2026

The Board of Directors has accepted all the recommendations of Audit Committee.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP):

The Board formulates and reviews the management policies and ensures their effectiveness.

The Board at their meeting held on 6th July, 2026 on the recommendation of Nomination & Remuneration Committee have appointed Mr. Vedant Raj Kabra (DIN: 10536643) as Additional Directors of the Company, subject to approval of the Members of the Company at the ensuing AGM.

The aforesaid matter is being separately put up for shareholders approval through the Notice of the ensuing AGM of the Company. Appropriate resolutions seeking your approval to the above is appearing in the Notice convening the 44th AGM of your Company.

Further, Mr. Rajesh Kumar Kabra (DIN: 00331305) stepped down as Managing Director of your Company with effect from 6th July, 2026. The Board places on record its appreciation for the contribution made by Mr. Kabra during his tenure towards the growth and development of the Company.

Change in Composition of Key Managerial Personnel:

The Board at their meeting held on 13th August, 2026 on the recommendation of Nomination & Remuneration Committee have appointed Mr. Ramawtar Kabra (DIN: 00341280) as Managing Director of the Company, for a period of three years with effect from 13th August, 2026, subject to approval of the Members of the Company at the ensuing Annual General Meeting (AGM).

The following persons are the KMP of the Company in terms of Section 203 of the Act:

Mr. Ramawtar Kabra Managing Director

Mr. Om Prakash Agarwal Chief Financial Officer

Mrs. Afsha Rafique Nag Chowdhury - Company Secretary

DIRECTOR RETIRING BY ROTATION:

In terms of Section 152 of the Act read with applicable clause of the Articles of Association of the Company, Mr. Ramawtar Kabra (DIN: 00341280) Executive Director of the Company, will retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

INFORMATION REGARDING THE DIRECTOR SEEKING RE-APPOINTMENT:

Brief resume and other information in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS 2) of Mr. Ramawtar Kabra forms part of the AGM Notice. Further, none of the Directors of the Company are disqualified as per the applicable provisions of the Act.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each of the Independent Directors of the Company under Section 149(7) of the Act, to the effect that the respective Director meets the criteria of independence laid down under Section 149 (6) of the Act read with Companies (Appointment & Qualification of Directors) Rules, 2014 and Regulation 16(1) (b) of the Listing Regulations.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have registered themselves with the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES:

As on 31st March, 2026 the Company does not have any subsidiary, associate or joint venture company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review the provisions of Section 135 of the Act regarding CSR is not applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

Proposed Delisting of Kabra Marble Udyog Ltd

During the year under review, the Company, being a Promoter/Promoter Group Company of Kabra Marble Udyog Ltd ( KMUL ), initiated the process for the proposed voluntary delisting of the equity shares of KMUL from The Calcutta Stock Exchange Limited ( CSE ), being the stock exchange where the equity shares of KMUL are listed.

In this connection, the Company appointed Intelligent Money Managers Private Limited, having SEBI Registration No. INM000012169, as the Merchant Banker/Manager to the Offer for the proposed delisting, in accordance with Regulation 9 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, as amended. The appointment was approved by the Board of Directors of the Company and was intimated to the stock exchanges pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As stated in the Initial Public Announcement dated 6 April 2026, the Company, as the Acquirer/Promoter, holds 5,000 equity shares of KMUL, representing 2.083% of the paid-up equity share capital of KMUL. Together with the other members of the Promoter/Promoter Group, the promoters presently hold 1,36,500 equity shares, representing 56.875% of the paid-up equity share capital of KMUL.

The Company proposes to acquire up to 1,03,500 equity shares held by the public shareholders of KMUL, representing 43.125% of the total paid-up equity and voting share capital of KMUL, pursuant to and in accordance with the applicable provisions of the SEBI (Delisting of Equity Shares) Regulations, 2021, as amended. The proposed delisting is subject to receipt of the requisite approvals and consents in accordance with applicable law, including the approval of the Board of Directors of KMUL and the approval of the public shareholders, wherever applicable.

The proposed delisting is intended to facilitate greater operational, financial and strategic flexibility for KMUL and its promoters, including the ability to focus management resources on the business, undertake corporate restructuring and explore opportunities for expansion into new geographies and business activities. The proposal also provides an opportunity to the public shareholders to exit their investment in accordance with the applicable provisions of the SEBI Delisting Regulations.

The Company has confirmed that it has not sold any equity shares of KMUL during the period of six months preceding the Initial Public Announcement and has undertaken to comply with the applicable requirements of the SEBI Delisting Regulations.

The proposed delisting process is being undertaken in accordance with the applicable regulatory framework and is subject to the requisite approvals, consents and other conditions prescribed under the SEBI Delisting Regulations.

Proposed Delisting of Kabra Steel Products Ltd.

During the year under review, the Company, being a Promoter Group Company of Kabra Steel Products Ltd. ( KSPL ), initiated the process for the proposed delisting of the equity shares of KSPL from The Calcutta Stock Exchange Limited ( CSE ), being the only stock exchange where the equity shares of KSPL are listed, in accordance with the provisions of the SEBI (Delisting of Equity Shares) Regulations, 2021, as amended from time to time ( Delisting Regulations ).

In this regard, the Board of Directors of the Company, at its meeting held on 6 April 2026, approved the appointment of Intelligent Money Managers Private Limited, SEBI Registered Merchant Banker (Registration No. INM000012169), as the Manager to the Offer in connection with the proposed delisting of KSPL.

As on the date of the Initial Public Announcement, the Company held 15,000 fully paid-up equity shares of KSPL, representing approximately 6.25% of the paid-up equity share capital of KSPL. The Company, together with the other members of the Promoter/Promoter Group of KSPL, held 1,62,350 equity shares, representing approximately 67.65% of the paid-up equity share capital of KSPL.

Pursuant to the proposed Delisting Proposal, the Company proposes to acquire up to 77,650 fully paid-up equity shares of KSPL, representing approximately 32.35% of the total paid-up equity and voting share capital of KSPL, from the public shareholders of KSPL, subject to the applicable provisions of the Delisting Regulations and receipt of all necessary approvals, consents and fulfillment of the applicable conditions.

The proposed delisting is intended to enable the Promoters to consolidate their shareholding and obtain full ownership of KSPL, thereby providing greater operational, financial and strategic flexibility to the business and reducing the administrative and compliance requirements associated with the continued listing of the equity shares.

The Initial Public Announcement in relation to the proposed delisting was made on 6 April 2026 in accordance with the applicable provisions of the Delisting Regulations. Further process, including determination of the applicable floor price, exit price and other procedural requirements, shall be undertaken in accordance with the Delisting Regulations and the applicable regulatory approvals.

CODE OF CONDUCT:

The Company has a Code of Conduct which is applicable to directors and management personnel of the Company. The Company believes in conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations.

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and management personnel in their business dealings and in particular on matters relating integrity in the work place, in business practices and complying with applicable laws etc.

All the directors and management personnel have submitted declaration confirming compliance with the code.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the Company.

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

The particulars in respect of conservation of energy and technology absorption are not applicable during the year under review. There is no earning and outgo in Foreign Exchange.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the code. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and allows direct access to the chairperson of the Audit Committee in exceptional cases. During the year, no person was denied access to the Audit Committee.

PREVENTION OF INSIDER TRADING:

In accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 including amendments thereof, the Company has adopted a comprehensive Code of Conduct for Prohibition of Insider Trading and procedures for fair disclosure of Unpublished Price Sensitive Information.

CORPORATE GOVERNANCE:

As the paid-up capital of the Company is less than Rupees Ten crores and its Reserves are less than Rupees Twenty-five crores, hence provisions relating to Corporate Governance are not applicable to the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Report on Management Discussion and Analysis for the year under review as required under Regulation 34(2) of the Listing Regulations is set out separately and forms part of this Annual Report as Annexure 1 .

PARTICULARS OF EMPLOYEES:

The statement containing the disclosure as required in accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 2 and forms a part of the Board s Report.

None of the employees listed in the said Annexure is related to any Director of the Company. Further, none of the employees of the Company are in receipt of remuneration exceeding the limit prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the functioning of various Committees. The Independent Directors also carried out the evaluation of the Chairman and the Non-Independent Directors.

CRITERIA FOR EVALUATION OF DIRECTORS:

For the purpose of proper evaluation, the Directors of the Company have been divided into 3 (three) categories i.e. Independent, Non-Independent & Non-Executive and Executive.

The criteria for evaluation includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, teamwork abilities, result / achievements, understanding and awareness, motivation / commitment / diligence, integrity / ethics / values and openness / receptivity.

SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has constituted Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The disclosure as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is given below:

No. of complaints received: Nil

No. of complaints disposed off: Nil

No. of complaints pending at the end of the financial year: Nil

AUDITORS:

STATUTORY AUDITORS

In terms of Section 139 of the Act M/s. Ranjit Jain & Co. Chartered Accountants (FRN 322505E) be and is hereby reappointed as Statutory Auditors of the Company, to hold office till the conclusion of the 48 th AGM of the Company to be held in the year 2030. Accordingly M/s. Ranjit Jain & Co. will continue as Statutory Auditors of the Company till the financial year 2029-30.

M/s. Ranjit Jain & Co have consented to act as Statutory Auditors of the Company and they have confirmed their eligibility and qualification required under the Act for holding the Office as Statutory Auditors of the Company till the aforesaid term.

INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT:

Your Company s Internal Control Systems are commensurate with the nature, size of its business. The company has appointed internal auditors whose reports are reviewed by the Audit Committee of the Board. Periodic audits are conducted in all the areas to ensure that the Company s control mechanism is properly followed and all statutory requirements are duly complied with. The Audit Committee of the Board periodically reviews the internal control systems / procedures for their adequacy and the extent of their implementation.

In terms of Section 138 of the Act read with the Rules made there under and other applicable provisions, if any, and on the recommendation of the Audit Committee, Messrs. Khusboo Jain & Associates., Chartered Accountants (FRN: 327429E), Chartered Accountants, were appointed as the Internal Auditors of the Company to conduct the Internal Audit for the FY 2025-26.

COST RECORDS:

The provisions of Section 148(1) of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records by the Company.

FRAUD REPORTING:

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its officers and employees to the Audit Committee under sub-section (12) of Section 143 of the Act, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014. Therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

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 relates and the date of report.

OTHER DISCLOSURES:

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March 31, 2026:

a. There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

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

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their deep sense of gratitude to the statutory authorities, bankers, shareholders and all the stakeholders for their continued valued support. They also would like to place on record their sincere appreciation to all the employees for their commitment, hard work and dedicated services.

On behalf of the Board Kabra Commercial Limited

	Chandra Prakassh Kabra	Ramawtar Kabra
Dated: 13 th August, 2026	(Director)	(Director)
Place: Kolkata	DIN: 00338838	DIN: 00341280