Kalind Ltd Directors Report

To,

The Members,

Kalind Limited

(Formerly known as Arunis Abode Limited) ("the Company”)

Your directors have the pleasure of presenting the Thirty- Second (32nd) Annual Report together with the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31st March 2026 ("Current Financial Year" or "Financial Year under Review").

1. FINANCIAL HIGHLIGHTS:

The Companys financial performance for the financial year ended 31st March 2026 is summarized below:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	For the financial year ended 31-03-2026	For the financial year ended 31-03-2025	For the financial year ended 31-03-2026	For the financial year ended 31-03-2025
Revenue from Operations	7,535.65	0.01	7,984.53	0.01
Other Income	143.07	48.46	297.92	51.59
Total Income	7,678.71	48.48	8,282.46	51.61
Expenses	4,033.32	97.70	4,647.09	99.40
Profit / (Loss) before tax	3,645.39	(49.22)	3,635.37	(47.79)
Less: Provision for taxation (including deferred tax)	915.27	(32.68)	912.62	(32.56)
Other Comprehensive Income	-	-	1.54	-
Profit / (Loss) after tax	2,730.12	(16.55)	2,721.20	(15.24)

REVIEW OF OPERATIONS / STATE OF COMPANYS AFFAIRS

During the financial year ended 31st March 2026, the Company continued to focus on strengthening its business operations and improving its overall financial performance. The Company witnessed a significant improvement in its financial performance during the year under review as compared to the previous financial year.

On a standalone basis, the Company recorded revenue from operations of Rs. 7,535.65 lakhs during the financial year ended 31st March 2026, as compared to Rs. 0.01 lakhs in the previous financial year. The total income of the Company stood at Rs. 7,678.71 lakhs, as against Rs. 48.48 lakhs in the previous year. The Company reported a profit before tax of Rs. 3,645.39 lakhs, compared to a loss before tax of Rs. 49.22 lakhs in the previous financial year. After accounting for tax expenses, the Company recorded a profit after tax of Rs. 2,730.12 lakhs, as against a loss after tax of Rs. 16.55 lakhs in the previous year.

On a consolidated basis, the Group recorded revenue from operations of Rs. 7,984.53 lakhs during the year under review, compared to Rs. 0.01 lakhs in the previous financial year. The consolidated total income stood at Rs. 8,282.46 lakhs, as against Rs. 51.61 lakhs in the previous year. The consolidated profit before tax was Rs. 3,635.37 lakhs, compared to a loss before tax of Rs. 47.79 lakhs in the previous year. The consolidated profit after tax stood at Rs. 2,721.20 lakhs, as against a loss after tax of Rs. 15.24 lakhs in the previous financial year.

The substantial improvement in revenue and profitability during the year reflects the Companys enhanced business activities and operational performance. The management remains focused on sustaining the growth momentum, improving operational efficiencies and creating long-term value for its stakeholders.

The Board of Directors is optimistic about the Companys future prospects and is committed to pursuing appropriate business strategies and opportunities to support sustainable growth and strengthen the Companys financial position.

2. CONSOLIDATED AUDITED FINANCIAL STATEMENTS:

Pursuant to the provisions of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014 and as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has prepared Consolidated Audited Financial Statements consolidating financial statements of Prasad Earth Movers Private Limited with its financial statements in accordance with the applicable provisions of Indian Accounting Standards ("Ind-AS").

The Consolidated Audited Financial Statements along with the Independent Auditors Report thereon are annexed and form an integral part of the Annual Report. Further, a copy of the annual report will be made available on the website of the Company at www.kalindlimited.com.

3. CHANGE IN NATURE OF BUSINESS:

The Company was primarily engaged in the Real Estate sector. Following a management change in May 2025, the Company strategically realigned its corporate focus towards providing earth-moving and industrial equipment, including excavators, dozers, backhoe loaders, loaders, skid loaders, industrial vacuum cleaners, road sweeper machines, cranes and other related machinery, on a contract, lease, hire and rental basis. The Company also provides skilled professionals and personnel for operating such machinery, along with repair and maintenance services, consultancy, technical support, mechanical and fabrication works, manpower supply and civil and infrastructure-related services, including the supply of materials as per customer requirements.

During the year under review, the Company amended its Main Objects Clause of the Memorandum of Association to widen and align its objects with its existing and proposed business activities. The amendment provides greater flexibility to the Company to undertake and expand its business in the areas of earth-moving equipment and machinery rental, civil and infrastructure works, construction, mechanical and fabrication services, maintenance, manpower supply and other allied and complementary activities, thereby enabling the Company to capitalize on emerging business opportunities and strengthen its position as a versatile and reliable service provider.

4. OPERATIONAL PERFORMANCE:

The takeover of the Company was smoothly completed in March / April 2025. Following the completion of the takeover, the Company underwent a strategic shift in its business focus and has primarily concentrated on the leasing and renting of heavy earth-moving equipment and undertaking civil works. This strategic realignment has streamlined the Companys operations and positioned it for sustainable growth and future expansion in these specialised business segments.

5. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the current financial year.

6. DIVIDEND:

During the year under review, the Board of Directors, at its meeting held on 8th August, 2025, declared an Interim Dividend of 10%, i.e. Rs. 1/- (Rupee One only) per equity share of face value of Rs. 10/- (Rupees Ten only) each, for the financial year 2025-26. The Record Date for determining the entitlement of the Members to the Interim Dividend was fixed as 14th August, 2025.

The Interim Dividend was subsequently paid to the eligible Members in accordance with the applicable provisions of the Companies Act, 2013.

To strengthen the financial position of the Company and after considering the relevant circumstances, the Board of Directors of your Company has decided that it would be prudent, not to recommend any Final Dividend for the Financial Year under Review.

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds that were required to be transferred to the Investor Education and Protection Fund (IEPF).

7. SUBSIDIARY, JOINT VENTURES, AND ASSOCIATE COMPANIES:

During the financial year under review, the Company had no joint venture.

As on 31st March 2025, Arunis Edifice Private Limited was an Associate Company and Arunis Realties Private Limited was a Wholly Owned Subsidiary of the Company.

During the financial Year 2025-26 the Board of Directors passed a resolution on April 17, 2025 and disposed of its entire investment in both entities.

Consequently, with effect from April 17, 2025, Arunis Realties Private Limited ceased to be a Wholly Owned Subsidiary and Arunis Edifice Private Limited ceased to be an Associate Company of the Company.

However, during the financial year 2025-26, the Company acquired 100% of the equity shares of Prasad Earth Movers Private Limited, thereby making it a Wholly Owned Subsidiary of the Company, pursuant to the approval of the members obtained through the Postal Ballot process on June 12, 2025 and the Company has executed share purchase agreement on 24th July, 2025.

Prasad Earth Movers Private Limited is not a material subsidiary company as stipulated under SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015.

A statement containing salient features of the financial statements of Prasad Earth Movers Private Limited in Form AOC - 1 is annexed as Annexure - I and forms part of this report.

8. DEMATERIALIZATION OF SHARES:

As on 31st March 2026, there are 12,13,95,670 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.59 % of the total issued, subscribed and paid-up capital of the Company.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

A) EXCEPT AS MENTIONED BELOW, NO MATERIAL CHANGES AND COMMITMENTS WHICH COULD AFFECT THE COMPANYS FINANCIAL POSITION, HAVE OCCURRED DURING THE FINANCIAL YEAR UNDER CONSIDERATION:

I. ALTERATION OF MEMORANDUM OF ASSOCIATION OF THE COMPANY:

During the financial Year, the following alterations were made to the Memorandum of Association of the Company:

a) Alteration of Capital Clause of the Company:

During the year the capital clause of the Companys Memorandum of Association has been amended to reflect the following changes:

1) The Authorised Share Capital of the Company has been increased from Rs.7,50,00,000/- (Rupees Seven Crore and Fifty Lakh only), divided into 75,00,000 Equity Shares of Rs.10/- each, to Rs.52,00,00,000/- (Rupees Fifty-Two Crore only), divided into 5,20,00,000 Equity Shares of Rs.10/- each. This change was approved via an Ordinary Resolution passed on 12th June, 2025, through a postal ballot and remote E-voting process.

2) The Authorised Share Capital of the Company has been increased from Rs.52,00,00,000/- (Rupees Fifty-Two Crore only), divided into 5,20,00,000 Equity Shares of Rs.10/- each to Rs.122,00,00,000/- (Rupees One Hundred and Twenty-Two Crores Only) divided into to 12,20,00,000 (Twelve Crores Twenty Lacs Only) Equity shares of Rs.10/- (Rupees Ten Only) each. This change was approved via an Ordinary Resolution passed on 30th September, 2025 at 31st Annual General Meeting of the company.

3) The Authorised Share Capital of the Company has been increased from Rs.122,00,00,000/- (Rupees One Hundred and Twenty-Two Crores Only) divided into to 12,20,00,000 (Twelve Crores Twenty Lacs Only) Equity shares of Rs.10/- (Rupees Ten Only) each to Rs. 1000,00,00,000/- (Rupees one Thousand Crores Only) divided into to 100,00,00,000 (One Hundred Crores) Equity shares of Rs.10/-each. This change was approved via an Ordinary Resolution passed on 27th March, 2026 at Extra Ordinary General Meeting of the company.

b) Alteration of Object Clause of the Company:

The Main Object Clause 3(A) of the Memorandum of Association has been altered by adding the following new objects. This change was approved via Special Resolution passed on 12th June, 2025, through a postal ballot and remote E-voting process.

"To carry on the business of providing earth-moving equipment such as Excavators, Dozers, JCBs, Loaders, Skid Loaders, Industrial Vacuum Cleaners, Road Sweeper Machines, all types of Cranes, and other related machinery on a contract, lease, hire, and rental basis in India or elsewhere. Additionally, to undertake civil works, infrastructure development, construction projects, and labor-related services, including but not limited to manpower supply, site preparation, earthworks, and project management services, and to provide maintenance services for the same.

To undertake all necessary activities to promote the lease, hire, and rental of earth-moving machinery, as well as the repair and maintenance of such machinery, including providing related consultancy, support, and technical services".

II. CHANGE OF REGISTERED OFFICE AND CORPORATE OFFICE OF THE COMPANY:

a) Registered office:

The registered office of the Company has been shifted from House, Survey No. 2523, Coastal Highway, Umersadi, Valsad, Killa Pardi, Gujarat, India-396125 TO 706, 7th Floor, IBC (International Business center), Dumas Road, Piplod, Surat, Gujarat-395007 by way of postal ballot through remote e-voting process by members of the Company with effect from 12th June, 2025.

b) Corporate Office:

The corporate office of the Company has been shifted from Office No. 501 FP No 765 TPS 111 JN, Off SV Road and Kora Kendra Road, Borivali West, Mumbai - 400092 Maharashtra, India to 706, & 7th Floor International Business Center, Piplod, Dumas Road, Piplod, Surat - 395007 Gujarat, India with effect from 13th June, 2025

c) The company has shifted its registered office from 706, 7th Floor, IBC (International Business Center), Dumas Road, Piplod, Surat, Gujarat-395007 To Fourth Floor, Office No. 404 White Pearls, Near Galaxy, Adajan Dn, Surat City, Surat, India- 395009 w.e.f. 6th November, 2025.

d) The company has shifted the address at which books of account are to be maintained to Fourth Floor, Office No. 404 White Pearls, Near Galaxy, Adajan Dn, Surat City, Surat, India- 395009 w.e.f. 6th November, 2025.

As on the date of this report, the company has operating office only from registered office address effective from 6th November, 2025.

III. CHANGE IN NAME OF THE COMPANY FROM "ARUNIS ABODE LIMITED" TO "KALIND LIMITED":

During the year, pursuant to the applicable provisions of the Companies Act, 2013 ("The Act") amended till date, read with applicable rules framed thereunder, as per applicable Regulation of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, Listing Regulations) as amended from time to time and applicable statutory provisions, the company has changed its name from "Arunis Abode Limited" to "Kalind Limited" and consequent alterations to Memorandum and Articles of Association of the Company pursuant to change of name with the approval of the members of the company in their 31st Annual General Meeting of the company held on 30th September, 2025.

Pursuant to the approval of the Members and completion of the applicable statutory formalities, the Registrar of Companies, Central Processing Centre, issued the Certificate of Incorporation pursuant to change of name dated 8th October 2025, whereby the name of the Company was changed from "ARUNIS ABODE LIMITED" to "KALIND LIMITED" with effect from 8th October 2025. The Corporate Identification Number (CIN) of the Company remains L77309GJ1994PLC021759.

The change in name of the Company reflects its transition and focus towards its current business activities, including leasing and renting of heavy earth-moving equipment and execution of civil works. The Company has also complied with the applicable requirements of Regulation 45 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in relation to the change in name. The Independent Auditors Certificate issued in this regard confirms compliance with the conditions prescribed under the said Regulation.

B) THERE HAVE BEEN CERTAIN MATERIAL CHANGES AND DEVELOPMENTS AFFECTING THE AFFAIRS OF THE COMPANY SUBSEQUENT TO THE CLOSE OF THE FINANCIAL YEAR ENDED 31ST MARCH 2026 AND UP TO THE DATE OF THIS REPORT, WHICH ARE AS FOLLOWS:

a) Appointment of Independent Woman Director:

Ms. Payal Bafna (DIN: 09075302) was appointed as an Additional Non-Executive Independent Woman Director of the Company with effect from 6th April 2026. Her appointment was subsequently approved and regularised by the Members of the Company through Postal Ballot on 15th May 2026 for a first term of five consecutive years. She shall not be liable to retire by rotation.

b) Alteration of Memorandum of Association:

Subsequent to the end of the financial year, the Members of the Company, through Postal Ballot, approved the alteration of the Memorandum of Association of the Company, including the addition of new objects in the Main Object Clause and substitution of Clause III(B) relating to matters necessary for furtherance of the objects specified in Clause III(A). The said approvals became effective on 15th May 2026.

The additional objects further expand the scope of the Companys business activities in relation to earth-moving machinery, including excavators, dozers, JCBs, loaders, skid loaders, industrial vacuum cleaners, road sweeper machines, cranes and other related machinery on contract, lease, hire and rental basis, together with civil works, infrastructure development, construction projects, manpower supply, site preparation, earthworks, project management, maintenance, repair, consultancy, support and technical services.

c) Adoption of New Set of Articles of Association:

Subsequent to the end of the financial year, the Members of the Company, through Postal Ballot, approved the new set of Articles of Association as per the provisions of Companies Act, 2013.

d) Re-classification of Promoter Group Members:

BSE Limited, vide its approval letter no. LIST/COMP/HG/078/2026-27 dated 1st June 2026, granted its no-objection for the re-classification of Mr. Yagnik Tank and Mr. Deniis Bhupendra Desai from the Promoter Group of the Company.

e) Sub-division / Stock Split of Equity Shares:

The Members of the Company, through Postal Ballot, approved the sub-division of each existing Equity Share of face value of Rs. 10/- each into five Equity Shares of face value of Rs. 2/- each. The Record Date for giving effect to the said sub-division was fixed as 24th July 2026.

f) Bonus Issue:

The Members of the Company also approved the issue of one bonus Equity Share of face value of Rs. 2/- each for every two Equity Shares of face value of Rs. 2/- each held by the eligible shareholders as on the Record Date. The Record Date for the said Bonus Issue was fixed as 24th July 2026.

g) Reconstitution of Board Committees:

Subsequent to the close of the financial year, the Board Committees were reconstituted from time to time pursuant to changes in the constitution of the Board. The details of such reconstitution of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee are disclosed in the Corporate Governance Report forming part of this Annual Report.

10. SHARE CAPITAL OF THE COMPANY:

During the financial year under review, following change have taken place in the capital of the Company.

I. Authorised Share Capital:

During the year:

1) The Authorised Share Capital of the Company has been increased from Rs.7,50,00,000/- (Rupees Seven Crore and Fifty Lakh only), divided into 75,00,000 Equity Shares of Rs.10/- each, to Rs.52,00,00,000/- (Rupees Fifty-Two Crore only), divided into 5,20,00,000 Equity Shares of Rs.10/- each. This change was approved via an Ordinary Resolution passed on 12th June, 2025, through a postal ballot and remote E-voting process.

2) The Authorised Share Capital of the Company has been increased from Rs.52,00,00,000/- (Rupees Fifty- Two Crore only), divided into 5,20,00,000 Equity Shares of Rs.10/- each to Rs.122,00,00,000/- (Rupees One Hundred and Twenty-Two Crores Only) divided into to 12,20,00,000 (Twelve Crores Twenty Lacs Only) Equity shares of Rs.10/- (Rupees Ten Only) each. This change was approved via an Ordinary Resolution passed on 30th September, 2025 at 31st Annual General Meeting of the company.

3) The Authorised Share Capital of the Company has been increased from Rs.122,00,00,000/- (Rupees One Hundred and Twenty-Two Crores Only) divided into to 12,20,00,000 (Twelve Crores Twenty Lacs Only) Equity shares of Rs.10/- (Rupees Ten Only) each to Rs. 1000,00,00,000/- (Rupees one Thousand Crores Only) divided into to 100,00,00,000 (One Hundred Crores) Equity shares of Rs.10/-each. This change was approved via an Ordinary Resolution passed on 27th March, 2026 at Extra Ordinary General Meeting of the company.

The capital clause of the Companys Memorandum of Association has been amended to reflect this change.

II. Issue of equity shares with differential rights:

The Company has not issued any shares with differential rights during the financial year under review.

III. Issue of sweat equity shares:

The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

IV. Preferential issue of Equity Shares:

The Company has not made any preferential issue of Equity Shares.

However, During the financial year under review, the Company had proposed to acquire 100% of the equity share capital of DBJ Multi Services Private Limited ("DBJ") through a share swap arrangement by way of a preferential issue of equity shares of the Company, subject to the requisite statutory, regulatory and other applicable approvals.

Subsequently, upon further review of the commercial, financial and strategic considerations associated with the proposed transaction, the Company decided not to proceed with the proposed acquisition. Accordingly, the Company withdrew the proposed acquisition of DBJ Multi Services Private Limited and the consequential proposed preferential issue on 7th March 2026.

Consequently, the proposed preferential issue relating to the acquisition was not proceeded with and no equity shares were allotted pursuant to the said proposed preferential issue. Accordingly, the Company has not raised any funds through preferential allotment during the financial year under review. This is also consistent with the disclosure in the Corporate Governance Report that no funds were raised through preferential allotment during the year.

V. ESOP Allotment:

The Company does not have any employee stock option scheme or employee stock purchase scheme. Hence no information as per the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

VI. Right Issue of Equity Shares and change in issued/paid up share capital of the company:

Issued, Subscribed and Paid-up Equity Share Capital:

The issued, subscribed, and paid-up equity share capital of your Company as on 1st April, 2025 was Rs. 3,00,00,000/- (Rupees Three Crore Only) divided into 30,00,000 (Thirty Lacs Only) Equity Shares having Face Value of Rs.10/- (Rupees Ten Only) each fully paid up. The said shares are listed on BSE Limited ("BSE").

During the financial year, the Company successfully completed two Rights Issues of Equity Shares.

i. First Right issue

During the financial year, the Board of Directors of the Company passed the Board Resolution dated 25th July, 2025 for the issue of fully paid up Equity Shares of the Company of face value of Rs. 10/- each (the "Equity Shares") for an amount not exceeding Rs. 6,048 Lakhs by way of Rights Issue to the existing eligible Shareholders of the Company in accordance with applicable laws, including the Companies Act, 2013, as amended, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI ICDR Regulations"), as amended, subject to such regulatory and statutory approvals, as may be relevant under the applicable laws in the following manner:

i. Instrument being issued: Fully paid-up Equity Shares of Face Value of Rs.10/- each.

ii. Rights Issue Shares: Issue of up to 4,80,00,000 Fully Paid-Up Equity Shares of Face Value of Rs.10/- each.

iii. Rights Issue Price: Rs.12.60/- per Rights Equity Share (including premium of Rs.2.60/- each) payable on application.

iv. Rights Issue Size: Rs.6,048 Lakhs* in total, considering the amount payable on application. *Assuming full subscription with respect to Rights Equity Shares

v. Rights Entitlement Ratio: 16 (Sixteen) Rights Equity Shares for every 1 (One) Fully Paid Equity Share held by eligible shareholders as on the Record Date.

vi. Record date: For the purpose of determining the shareholders eligible to apply for the equity shares in the Rights Issue as Tuesday, 26th August, 2025 ("Record Date").

A Rights Issue Committee had been formed to oversee the issuance, offer, and allotment of these equity shares.

The net proceeds from this rights issue are intended for two primary purposes:

Particulars	Amount (In crores)
Acquiring 100% shareholding in Prasad Earth Movers Private Limited.	49.17
Acquiring the business of Kalind Earth Movers.	10.50
Total Net Proceeds	59.67

Pursuant to the Rights Issue, the Rights Issue Committee, at its meeting held on 12th September 2025, approved the allotment of 4,80,00,000 fully paid-up Equity Shares of face value of Rs. 10/- each to the eligible shareholders and/or renouncees at an issue price of Rs. 12.60/- per Equity Share, aggregating to Rs. 60.48 crore. Consequent to the said allotment, the paid-up equity share capital of the Company increased accordingly.

Benefits of Acquisitions:

a) Expansion of business line

b) Increase in customer base

c) Experienced Management and Skilled Talent

d) Contracts and Asset Portfolio

UTILISATION OF FUNDS RAISED THROUGH RIGHTS ISSUE- I

During the financial year under review, the Company completed a Rights Issue aggregating to Rs. 60.48 crore, comprising 4,80,00,000 Equity Shares of face value of Rs. 10/- each, issued at a price of Rs. 12.60/- per Equity Share. The net proceeds of the issue, after issue-related expenses, were proposed to be utilised towards acquisition of 100% shareholding in Prasad Earth Movers Private Limited and acquisition of the business of Kalind Earth Movers.

As per the Monitoring Agency Report for the quarter ended 30th September 2025, the entire net proceeds of Rs. 59.67 crore were utilised towards the aforesaid objects, with Rs. 49.17 crore utilised for acquisition of 100% shareholding in Prasad Earth Movers Private Limited and Rs. 10.50 crore towards acquisition of the business of Kalind Earth Movers. The company has utilized 0.64 Cr towards issue related expenses in the said quarter. The Monitoring Agency reported no deviation from the objects of the issue and confirmed that the utilisation was in accordance with the disclosures made in the Offer Document.

The unutilised amount of Rs. 0.17 crore, earmarked towards issue-related expenses, was subsequently utilised during the quarter ended 31st December 2025 towards such issue-related expenses. Accordingly, the entire Rights issue proceeds, including the amount earmarked for issue-related expenses, stood fully utilised by the end of Q3 FY 2025-26. The Monitoring Agency Report for the quarter ended 30th September, 2025 and 31st December 2025 reported no deviation from the objects of the issue.

ii. Second Right issue

During the financial year, the Board of Directors of the Company passed the Board Resolution dated 27th December, 2025 for the issue of fully paid up Equity Shares of the Company of face value of Rs. 10/- each (the "Equity Shares") for an amount not exceeding Rs. 120.513 Crores by way of Rights Issue to the existing eligible Shareholders of the Company in accordance with applicable laws, including the Companies Act, 2013, as amended, the Securities and Exchange Board of india (issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBi ICDR Regulations"}, as amended, subject to such regulatory and statutory approvals, as may be relevant under the applicable laws in the following manner:

i. Instrument being issued: Fully paid-up Equity Shares of Face Value of Rs.10/- each.

ii. Rights Issue Shares: Issue of up to 7,08,90,000 Fully Paid-Up Equity Shares of Face Value of Rs.10/- each.

iii. Rights Issue Price: Rs.17.00/- per Rights Equity Share (including premium of Rs.7/- each) payable on application.

iv. Rights Issue Size: Rs. 120.513 Crores* in total, considering the amount payable on application. *Assuming full subscription with respect to Rights Equity Shares

v. Rights Entitlement Ratio: 139 (One Hundred and Thirty-nine) rights equity shares for every 100 (Hundred) fully paid-up equity shares held by eligible shareholders as on the Record Date.

vi. Record date: For the purpose of determining the shareholders eligible to apply for the equity shares in the Rights issue as January 30, 2026 ("Record Date").

The Company had a Rights issue Committee to oversee the issuance, offer, and allotment of these equity shares.

Objects of the Issue:

The Company has utilized the Net Proceeds Net Proceeds from the issue towards funding of the following objects:

Particulars	(in crores)
Business Expansion and for purchase of Machineries	119.906
General corporate purpose	0.107
Total Net Proceeds	120.013

The Rights issue Committee, at its meeting held on 17th February 2026, approved the allotment of 7,08,90,000 fully paid-up Equity Shares of face value of Rs. 10/- each to the eligible shareholders and/or renouncees at an issue price of Rs. 17/- per Equity Share, aggregating to approximately Rs. 120.51 crore.

Consequent to the aforesaid allotment, the issued, subscribed and paid-up equity share capital of the Company increased accordingly. The Rights issue was undertaken for the purposes and objects set out in the Letter of Offer and in accordance with the applicable provisions of the Companies Act, 2013 and the SEBi Regulations.

Utilisation of Funds Raised through Rights Issue- II:

As per the Monitoring Agency Reports for the quarters ended 31st March 2026 and 30th June 2026, the Company raised Rs. 120.51 crore through the Second Rights Issue. Out of the said proceeds, Rs. 114.35 crore was utilised up to 31st March 2026, while the balance Rs. 6.16 crore was subsequently utilised during the quarter ended 30th June 2026 towards the stated objects of the issue.

Accordingly, after the aforesaid right issues during the year, the issued, Subscribed and Paid-up Equity Share Capital as on 31st March 2026 was Rs. 1,21,89,00,000/- (Rupees One Hundred Twenty-One Crores Eighty-Nine Lacs Only) divided into 12,18,90,000 (Twelve Crores Eighteen Lakhs Ninety Thousand) Equity Shares having Face Value of Rs.10/- (Rupees Ten Only) each fully paid up. The said shares are listed on BSE Limited ("BSE").

11. LOANS, GUARANTEES, OR INVESTMENTS:

Details of other Loans, Guarantees, and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.

12. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence there are no details to be disclosed under Rule 8(5) (v) of the Companies (Accounts) Rules, 2014.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the provisions of Regulation 34(2)(e) of the SEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year, as stipulated under the Listing Regulations is presented in a separate section and forms an integral part of the Annual Report.

14. REPORT ON CORPORATE GOVERNANCE:

As per the provisions of Regulation 15 (2) of the Listing Regulations, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not apply to a listed entity paid up equity share capital not exceeding Rupees Ten Crore and Net worth not exceeding Rupees Twenty-Five Crore, as on the last day of the previous financial year.

The provisions of Regulation 15(2) of the SEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBi LODR Regulations") were not applicable to the Company, as on the last day of the immediately preceding Financial Year, i.e., 31 March 2025, as the paid-up equity share capital and net worth of the Company did not exceed Rs. 10 crore and Rs. 25 crore, respectively.

However, during the Financial Year 2025-26, the paid-up equity share capital and net worth of the Company has exceeded the aforesaid prescribed thresholds due to Rights issue of equity shares of the company. Accordingly, pursuant to Regulation 15(2) of the SEBi LODR Regulations, the Company was required to ensure compliance with the provisions of Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and paragraphs C, D and E of Schedule V of the SEBi LODR Regulations, within six months from the date on which the said thresholds were exceeded.

To ensure a seamless transition and as a measure of good governance, the Company implemented early adoption of these frameworks and has complied with the applicable provisions of the aforesaid Regulations with effect from the Quarter ended 31 December 2025

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by SEBI. The report on Corporate Governance as prescribed in Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance along with a declaration signed by the Chairman and Managing Director stating that Members of the Board and Senior Management Personnel have affirmed the compliance vide Code of Conduct of the Board and Senior Management is attached to the report on Corporate Governance.

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report.

15. RETIREMENT BY ROTATION:

Mr. Dharmendrabhai Becharbhai Jasani (DIN: 10495406), Director of the Company retires by rotation at the forthcoming AGM in accordance with provisions of Section 152 of the Act and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

The brief resume and other details relating to the Directors who are proposed to be appointed/ re-appointed, as required to be disclosed under Regulation 36(3) of the Listing Regulations is furnished along with the Explanatory Statement to the Notice of the 32nd AGM.

Board recommends his re-appointment to the members for consideration in the ensuing 32nd Annual General Meeting.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES IF ANY:

I. Composition of Board of Directors and key managerial personnel

The following named personnel are the Directors and KMPS of the Company as on 31st March 2026 as per Section 203 of the Companies Act, 2013:

Sr. No.	Name	Designation
1.	Mr. Dharmendrabhai Becharbhai Jasani	Chairman & Whole Time Director
2.	Mr. Ayush Dharmendrabhai Jasani	Vice Chairman & Managing Director
3.	Mrs. Ketanaben Jasani	Non - Executive/Non-Independent Woman Director
4.	Mr. Anand Bhagwan Soman	Independent Director
5.	Mr. Vishal Patil	Independent Director
6.	Mr. Vijay Pal Singh Gulya	Chief Financial Officer
7.	Mrs. Anju Surajsingh Chauhan	Company Secretary and Compliance Officer

II. Changes in the directors during the year under review:

During the period under report, the following changes took place in the composition of Directors and KMP of the Company:

a) Mr. Yagnik Bharatkumar Tank, Managing Director of the Company, who was appointed on 7th February, 2025 and subsequently regularised by the Members through postal ballot on 12th June 2025, resigned from the office of Director with effect from 18th September, 2025.

b) Mr. Dharmendrabhai Becharbhai Jasani was appointed as an Additional Whole-Time Director - Chairman with effect from 30th April, 2025 and was subsequently regularised by the Members through postal ballot on 12th June, 2025.

c) Mr. Ayush Dharmendrabhai Jasani was appointed as an Additional Whole-Time Director - Vice Chairman with effect from 30th April, 2025 and was subsequently regularised by the Members through postal ballot on 12th June, 2025. His designation was subsequently changed from Whole-Time Director to Managing Director with effect from 1st November, 2025.

d) Ms. Sejalben Subhashkumar Donga was appointed as an Additional Non-Executive Independent Woman Director with effect from 30th April, 2025 and was subsequently regularised by the Members through postal ballot on 12th June, 2025. She resigned from the Board with effect from 18th September, 2025.

e) Mr. Sanam Kashinath Umbargikar was appointed as an Additional Non-Executive Independent Director with effect from 30th April, 2025 and was subsequently regularised by the Members through postal ballot on 12th June, 2025. He resigned from the Board with effect from 20th February, 2026.

f) Mr. Anand Bhagwan Soman was appointed as an Additional Non-Executive Independent Director with effect from 30th April, 2025 and was subsequently regularised by the Members through postal ballot held on 12th June, 2025.

g) Mr. Deniis Desai, Director, Ms. Leena M. Desai, Independent Director, and Ms. Megha Vikram Khanna,

Independent Director, resigned from the Board with effect from 14th May, 2025.

h) Ms. Garima Mandhania, Company Secretary & Compliance Officer, resigned from her position with effect from 14th May, 2025. Ms. Poonam Khemka was appointed as Company Secretary & Compliance Officer with effect from 15th May, 2025 and subsequently resigned from the position with effect from 28th February, 2026. Ms. Anju Surajsingh Chauhan was appointed as Company Secretary with effect from 16th March, 2026.

i) Ms. Heena Banwarilal Gupta, Chief Financial Officer, resigned from her position with effect from 14th May, 2025. Mr. Ayush Dharmendrabhai Jasani was appointed as Chief Financial Officer with effect from 15th May 2025 and resigned from the position with effect from 19th July, 2025. Mrs. Preeti R. Mistry was appointed as Chief Financial Officer with effect from 19th July, 2025 and resigned from the position with effect from 28th February, 2026. Mr. Vijay Palsingh Gulya was appointed as Chief Financial Officer with effect from 1st March, 2026.

j) Mr. Gaurav Luthra was appointed as a Non-Executive Independent Director with effect from 1st October, 2025 and his appointment was approved by the Members at the Annual General Meeting of the company held on 30th September, 2025. He resigned from the Board with effect from 17th March, 2026.

k) Ms. Ketanaben Dharmendrabhai Jasani was appointed as an Additional Non-Executive Non- Independent Woman Director with effect from 5th December, 2025 and her appointment was approved by the Members at the Extra-Ordinary General Meeting held on 27th March, 2026.

l) Mr. Vishal Shankar Patil was appointed as an Additional Non-Executive Independent Director with effect from 27th December, 2025 and his appointment was approved by the Members at the Extra-Ordinary General Meeting held on 27th March, 2026.

III. After the closure of Financial Year 2025-26, the following changes took place in the composition of Directors/KMP of the Company/Other Corporate Action:

Ms. Payal Bafna (DIN: 09075302) appointed as Additional Non-Executive Independent Woman Director w.e.f. 6 April 2026 and subsequently regularised by the Members through postal ballot on 15 May 2026 to hold office for a first term of 5 (five) consecutive years and she shall not be liable to retire by rotation.

The Company has received a declaration from the Directors in Form MBP-1 and Form DIR-8 pursuant to Section 184(1) of the Companies Act 2013 read with Rule 9(1) of The Companies (Meetings of Board and its Powers) Rules, 2014 and Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 respectively.

17. DECLARATION FROM INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). In the opinion of the Board, all Independent Directors possess the integrity, expertise, and experience including the proficiency required to be Independent Directors of the Company. The Independent Directors of the Company have registered themselves with the data bank maintained by the Indian Institute of Corporate Affairs (IICA).

18. ANNUAL PERFORMANCE AND BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, its committees, independent directors, non-executive directors, executive directors, and the chairman.

The Nomination and Remuneration Committee (NRC) of the Board has laid down the manner in which formal annual evaluation of the performance of the Board, its committees, and Individual Directors has to be made and includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors/ Non-executive Directors/ Executive Director and the Chairman of your Company.

The performance of Non-Independent Directors, the Board, as a whole, and the Committees of the Board has been evaluated by Independent Directors in a separate meeting. At the same meeting, the Independent Directors also evaluated the performance of the Chairman of your Company, after taking into account the views of the Executive Director and Non-Executive Directors.

The performance of the Board and its Committees was evaluated by the NRC after seeking inputs from all the Directors, on the basis of criteria such as the Board/ Committee composition and structure, the effectiveness of the Board/ Committee process, information and functioning, etc.

The performance evaluation of all the Directors of your Company (including Independent Directors, Executive Directors and Non-executive Directors and Chairman), is done at the NRC meeting and the Board meeting by all the Board Members, excluding the Director being evaluated on the basis of criteria, such as contribution at the meetings, strategic perspective or inputs regarding the growth and performance of your Company, among others. Following the meetings of the Independent Directors and Performance Board at its meeting discussed the performance of the Board, as a whole, its committees, and Individual Directors.

19. DIRECTORS RESPONSIBILITY STATEMENT:

Your directors to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134 (3) read with Section 134 (5) of the Act, states:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

(b) that 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 a true and fair view of the state of affairs of the Company at the end of the financial year 31st March 2026 and of the profit of the Company for that period.

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) that the directors have prepared the annual accounts on a going concern basis.

(e) that the directors 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) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on the Companys business policies and strategy apart from other businesses of the Board. The Company adheres to the applicable provisions of the Companies Act, 2013, and the Secretarial Standards as prescribed by the Institute of Company Secretaries of India. Agenda papers containing all necessary information/documents are made available to the board members in advance to enable them to discharge their responsibilities effectively and make informed decisions.

During the financial year under review, the Board of Directors duly met 22 (Twenty-Two) times viz. on 17/04/2025; 30/04/2025, 02/05/2025, 14/05/2025, 13/06/2025, 07/07/2025, 19/07/2025, 25/07/2025, 08/08/2025, 20/08/2025, 08/09/2025, 18/09/2025, 18/10/2025, 06/11/2025, 14/11/2025, 05/12/2025, 27/12/2025, 12/02/2026, 14/02/2026, 20/02/2026, 28/02/2026 and 16/03/2026.

The intervening gap between two consecutive Board meetings did not exceed the stipulated time.

The details of attendance of the directors at the meetings of the Board of Directors are as under:

Name of Directors	Designation	No. of Meetings
		Liable to Attend	Attended
Mr. Yagnik Tank	Managing Director	11	11
Mr. Dharmendrabhai Becharbhai Jasani	Chairman & Whole Time Director	21	21
Mr. Ayush Dharmendrabhai Jasani	Vice Chairman & WTD/MD	21	21
Mr. Deniis Desai	Non - Executive/Non Independent Director	4	4
Mrs. Ketanaben Jasani	Non - Executive/Non Independent Woman Director	7	7
Ms. Sejalben Subhashkumar Donga	Independent Woman Director	10	10
Mr. Sanam Kashinath Umbargikar	Independent Director	18	18
Mr. Anand Bhagwan Soman	Independent Director	21	21
Ms. Leena Manish Desai	Independent Director	4	4
Ms. Megha Khanna	Independent Director	4	4
Mr. Gaurav Luthra	Independent Director	10	10
Mr. Vishal Patil	Independent Director	6	6

21. MEETING OF INDEPENDENT DIRECTORS:

As stipulated under the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the Independent Directors of the Company was held on 16th March, 2026 without the presence of Non-Independent Directors and members of the management to consider the performance of Non-Independent Directors and the Board as a whole and assessing the quality, quantity, and timeliness of the flow of information between the Company management and the Board of Directors.

The Independent Directors also reviewed the performance of the Chairman and Vice Chairman & Managing Director and appreciated their contribution, perspective and focus towards the functioning of the Board and the Company.

Independent Directors expressed satisfaction with the performance of Non-Independent Directors and the Board as a whole. The Independent Directors were also satisfied with the quality, quantity, and timeliness of the flow of information between the Company management and the Board.

Overall, based on the evaluation undertaken, the Board and its Committees were found to be functioning effectively and the Directors demonstrated satisfactory performance in discharging their respective duties and responsibilities.

22. COMMITTEES OF THE BOARD:

in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has constituted three committees of the Board, namely;

1. Audit Committee

2. Stakeholders Relationship Committee and

3. Nomination and Remuneration Committee During FY, company also had Right issue Committee.

Details of all the Committees along with their charters, composition and meetings held during the financial year under review are provided in the Report on Corporate Governance, forming part of this Annual Report.

23. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure - II, and forms part of this report.

During the financial year under review, there were no employees who were in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, the particulars of employees required to be disclosed pursuant to Rule 5(2) read with Rule 5(3) of the said Rules are not applicable to the Company.

For additional information, the particulars of the top ten employees of the Company, other than Key Managerial Personnel ("KMPs"), in terms of remuneration drawn during the financial year ended 31st March 2026 are set out below;

Sr. No.	Code	Name	Designation	Qualification	Age (in years)	Experience (in years)	Appointment Date	% of Equity Shares of the Company held as on 31st March 2026
1	ARS0067	Kapil Vaghasiya	Accountant	B.Com	31	1	01-07-2025	Nil
2	ARS0076	Darshil Mehulbhai Joshi	Accountant	B.Com	23	1	01-07-2025	Nil
3	ARS0026	AshokJ Bhalodiya	Mechanic	10th	57	1	01-07-2025	Nil
4	ARS0004	Rakesh Verma	Mechanic	12th	42	1	01-07-2025	Nil
5	ARS0120	Dipkumar Jayantilal Zalavadiya	Site in charge		35	1	01-07-2025	Nil
6	ARS0101	Kotadia Jimmy	Manager	Diploma in Finance Accounting	32	1	01-07-2025	Nil
7	ARS0083	Bikkoo Verma	Supervisor	B.A.	30	1	01-07-2025	Nil
8	ARS0014	Vinod Jang Bahadur Verma	Mechanic	12th	39	1	01-07-2025	Nil
9	ARS0078	Arvind Kumar	Supervisor	12th	29	1	01-07-2025	Nil
10	ARS0088	Pradeep Kumar Vishwakarma	Officer	10th	28	1	01-07-2025	Nil

The statement of remuneration will be made available for inspection by the Members during the business hours on any working day, till the date of AGM. Interested Members may write to the Company for obtaining a copy of the same.

24. REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a policy (Remuneration Policy) for the selection and appointment of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP), other employees and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other related matters. The Remuneration Policy is placed on the website of the Company at https://www. kalindlimited.com/investor_corner/pdf/Nomination%20and%20Remuneration%20Policy_Kalind%20Limited.pdf

25. CHANGE IN POLICY:

During the year under review, the Company reviewed and updated its policies in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The Board of Directors, at its meeting held on 7th July 2025, considered and approved the Policy for Determination of Materiality of Events or Information ("Materiality Policy") and consequential updates to other Corporate Governance Policies, including the Related Party Transactions Policy and Archival Policy, with a view to ensuring compliance with the applicable regulatory requirements and strengthening the Companys governance framework. The revised policies were made effective from 7th July 2025 and are available on the website of the Company.

26. CORPORATE SOCIAL RESPONSIBILITY:

During the financial year under review, the provisions of Section 135 of the Act regarding Corporate Social Responsibility were not applicable to the Company.

27. ANNUAL RETURN:

Pursuant to Section 92 and Section 134 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company as on 31st March 2026 is available on the Companys website at https://www.kalindlimited.com/investor_corner/

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, your Company has duly established a Vigil Mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct or ethics policy. The Audit Committee of the Board monitors and oversees the vigil mechanism. Your directors hereby confirm that no complaint was received from any director or employee during the financial year under review.

We affirm that during the financial year under review, no employee or director was denied access to the Audit Committee.

The detailed policy related to this vigil mechanism is available on the Companys website at https://www. kalindlimited.com/investor_corner/pdf/Whistle%20Blower%20Policy%20Kalind%20Limited.pdf

29. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 ("the Act") read with the Companies (Audit and Auditors) Rules, 2014, M/s. B. R. Pancholi & Co., Chartered Accountants (Firm Registration No. 107285W), were appointed as the Statutory Auditors of the Company by the Members at their 30th Annual General Meeting ("AGM") held on 18th September 2024, for a term of five consecutive years commencing from the conclusion of the 30th AGM until the conclusion of the 35th AGM to be held for the financial year ending 31st March 2029.

The Members at their 31st AGM held on 30th September 2025 appointed M/s. JMMK & Co., Chartered Accountants (Firm Registration No. 120459W), as Joint Statutory Auditors of the Company along with M/s. B. R. Pancholi & Co. to hold the office from conclusion of 31st AGM till the conclusion of 36th AGM, at such remuneration plus service tax, out of pocket expenses, travelling expenses etc. as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors. Subsequently, M/s. B. R. Pancholi & Co. resigned from the office of the Joint Statutory Auditors with effect from 19th November 2025.

Thereafter, the Board of Directors, based on the recommendation of the Audit Committee, approved the appointment of M/s. Mishra Karwa & Co., Chartered Accountants, as Joint Statutory Auditors of the Company along with M/s. JMMK & Co. However, M/s. Mishra Karwa & Co. resigned from the office of Joint Statutory Auditors with immediate effect from 11th February 2026, citing pre-existing professional commitments and resource constraints. Further, M/s. JMMK & Co., Chartered Accountants, resigned from the office of Statutory Auditors with effect from 14th February 2026.

Consequently, based on the recommendation of the Audit Committee, the Board of Directors appointed M/s. P H H A D & Co. LLP (formerly known as M/s. D G K T & Co. LLP), Chartered Accountants (Firm Registration No. 151804W/W100761), as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. JMMK & Co., for the financial year 2025-26, with effect from 14th February 2026, subject to the approval of the Members. The Members approved the said appointment at the Extra-Ordinary General Meeting held on 27th March, 2026.

Further, based on the recommendation of the Audit Committee, the Board of Directors has proposed the appointment of M/s. P H H A D & Co. LLP (formerly known as M/s. D G K T & Co. LLP), Chartered Accountants (Firm Registration No. 151804W/W100761), as Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of the ensuing 32nd AGM until the conclusion of the 37th AGM, subject to the approval of the Members.

The observations and qualifications, if any, made by the Statutory Auditors in their Report are self-explanatory and may be read together with the relevant notes to the financial statements.

MANAGEMENTS EXPLANATION ON AUDIT QUALIFICATIONS

The observations and qualifications, if any, made by the Statutory Auditors in their Report are self-explanatory and may be read together with the relevant notes to the financial statements.

The Management has taken note of the observations made by the Statutory Auditors in relation to the documentation and reconciliation of certain machinery hire expenses and the provision towards gratuity obligations. The Management is in the process of strengthening the underlying documentation, reconciliation and supporting records relating to machinery deployed/hired from third parties and overseas contracts, so as to ensure proper linkage of the machinery usage with the corresponding expenditure and revenue.

With regard to gratuity, the Management has initiated the process for obtaining the requisite actuarial valuation and giving effect to the liability in accordance with the applicable accounting requirements. The Management is of the view that the matters referred to in the Auditors Report are primarily procedural/documentary in nature and do not have a material adverse impact on the overall financial position and performance of the Company.

The Management remains committed to strengthening its internal financial controls, documentation and reconciliation processes and shall take appropriate corrective measures to address the observations of the Statutory Auditors in the ensuing financial year.

30. INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors, upon the recommendation of the Audit Committee, appointed M/s. M P P S & Co., Chartered Accountants, at its meeting held on 17 April 2025 as the Internal Auditors of the Company, who conducted the internal audit up to 30 June 2025 (Quarter 1 of FY 2025-26).

Subsequently, based on the recommendation of the Audit Committee, the Board of Directors appointed M/s P S S J & Co. LLP, Chartered Accountants, as the Internal Auditors for the remaining period of the Financial Year 2025-26.

31. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, on the recommendation of the Audit Committee, had approved the appointment of Mr. Nitin Sarfare, Company Secretary, having Unique Identification No. I2014MH1209300 and Peer Review Certificate No. 2128/2022, as the Secretarial Auditor of the Company for a term of five consecutive years commencing from the financial year 2025-26 until the conclusion of the Annual General Meeting to be held for the financial year 2029-30. Accordingly, the requisite resolution was placed before and approved by the Members at the 31st Annual General Meeting held on 30th September 2025.

However, Mr. Nitin Sarfare resigned from the office of Secretarial Auditor of the Company with effect from 28 February 2026 due to preoccupation in other assignments. Consequently, a casual vacancy arose in the office of Secretarial Auditor of the Company.

The Board of Directors of the Company, on the recommendation of the Audit Committee, held on 28th February, 2026 approved appointment of Ms. Riddhi Shah, a Peer Reviewed Practicing Company Secretaries as Secretarial Auditors of the Company for FY 2025-26 on account of casual vacancy valid up to the conclusion of the ensuing Annual General Meeting and recommended members for appointment for a period of 5 consecutive financial years commencing from FY 2025-2026 till FY 2029-2030, to conduct the secretarial audit.

The Company has received the consent and eligibility confirmation from Ms. Riddhi Shah for her proposed appointment as Secretarial Auditor. The proposed appointment is in accordance with the applicable provisions of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations.

The Secretarial Audit Report for the financial year ended 31 March 2026 is annexed to this Report as Annexure

III and forms an integral part of this Report. The observations, qualifications, reservations, adverse remarks or disclaimers, if any, made by the Secretarial Auditor in the said Report are self-explanatory and may be read together with the said Report.

Management Comment: The Management has taken note of the observations made by the Secretarial Auditor. The delays/instances referred to in the Report were inadvertent and primarily arose due to administrative and procedural reasons during a period of transition and changes in the Companys management and compliance processes. Wherever applicable, the requisite filings, approvals and payments of statutory fees/fines were subsequently completed. The Company has strengthened its internal compliance monitoring and review mechanism to ensure timely statutory filings, regulatory submissions and approvals and to minimise the possibility of recurrence of such instances.

32. DISCLOSURE OF MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013:

The provision of sub-section (1) of Section 148 of the Companies Act, 2013 regarding maintenance of cost records does not apply to the Company, hence the Company is not required to maintain cost records, and accordingly, such accounts and records have not been made and maintained.

33. DETAILS IN RESPECT OF FRAUDS REPORTING UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 BY STATUTORY AUDITOR:

During the financial year under review, the statutory auditors have not reported any instances of fraud in the Company as per Section 143 (12) of the Companies Act, 2013. This is also supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended 31st March 2026.

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year under review, the Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year under review, the Company has entered into certain contracts, arrangements and transactions with its related parties in the ordinary course of business and on an arms length basis. The particulars of such related party transactions are disclosed in Note No. 26 forming part of the financial statements.

The transactions entered into with related parties during the year were in the ordinary course of business and on an arms length basis and, accordingly, the provisions of Section 188(1) of the Companies Act, 2013 relating to approval of contracts or arrangements with related parties are not attracted to such transactions, to the extent applicable.

Further, there were no materially significant related party transactions during the financial year under review which may have a potential conflict with the interests of the Company. Accordingly, the disclosure of particulars of contracts or arrangements with related parties, as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2, is annexed to this Report as Annexure IV.

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

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

37. RISKS AND AREAS OF CONCERN:

There is a continuous process for identifying, evaluating, and managing significant risks faced through a risk management process designed to identify the key risks facing the business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties, adverse regulatory developments, etc. During the financial year, risk analysis and assessment were conducted, and no major risks were noticed.

38. DISCLOSURES AND COMPLIANCE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. Prevention of sexual harassment policy, which is in line with the statutory requirements, along with a structured reporting and redressal mechanism, including the constitution of the Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 ("POSH Act"), is in place.

The Company has complied with the applicable provisions of the POSH Act and has constituted an Internal Complaints Committee under the POSH Act. During the financial year under review, no complaints were received under the POSH Acts provisions.

39. INTERNAL FINANCIAL CONTROLS:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size, and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure the reliability of financial reporting, compliance with policies, procedures, applicable laws, and regulations, and that all assets and resources are acquired economically used efficiently, and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company, its compliance with operating systems, and accounting procedures, and strives to maintain the standards in Internal Financial Control.

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

Conservation of energy:

(i)	the steps taken or impact on the conservation of energy.	Though our operations are not energy-intensive, efforts have been made to conserve energy by utilizing energy-efficient equipment
(ii)	the steps taken by the Company for utilizing alternate sources of energy	The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy.
(iii)	the capital investment on energy conservation equipment.	Not applicable

Technology absorption:

(i) the efforts made toward technology absorption	Not Applicable
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	Not Applicable
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	No technology has been imported by the Company.
(a) the details of the technology imported	Not Applicable
(b) the year of import;	Not Applicable
(c) whether the technology has been fully absorbed	Not Applicable
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
(iv) the expenditure incurred on Research and Development	Not Applicable

Foreign exchange earnings and Outgo:

Foreign Exchange Gain:

The Company earned a foreign exchange gain of Rs. 37.64 lakhs during FY 2025-26, as against Nil in FY 2024-25.

Particulars	FY 2025-26 (Rs. Lakhs)	FY 2024-25 (Rs. Lakhs)
Foreign Exchange Gain / (Loss)	37.64	Nil

Outgo: NIL

41. COMPLIANCE OF MATERNITY BENEFIT ACT, 1961:

During the financial year ended 31st March, 2026, the Company has complied with the provisions of Maternity Benefit Act, 1961.

42. GREEN INITIATIVE:

The Ministry of Corporate Affairs (MCA) has undertaken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitting the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and the Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with the Company.

43. DETAILS OF PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, neither application was made nor proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016, nor was any such proceeding pending at the end of the financial year under review.

44. VALUATION OF ASSETS:

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out a valuation of its assets for the said purpose.

45. FORWARD LOOKING STATEMENT:

Some information in this report may contain forward-looking statements. We have based these forward looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future. Such statements generally are identified by forward looking words such as "believe", "plan", "anticipate", "continue", "estimate", "expect", "may" or other similar words. A forward looking statement may include a statement of the assumptions or basis underlying the forward looking statement. We have chosen these assumptions or basis in good faith and we believe that they are reasonable in all material respects.

However, we caution you that forward looking statements and assumed facts or basis almost always vary from actual results, and the differences between the results implied by forward looking statements and assumed facts or basis and actual results can be material, depending on the circumstances.

46. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the contribution made by the employees at all levels. Your directors also wish to thank its customers, dealers, agents, suppliers, investors, financial institutions, and government authorities for their continued support and faith reposed in the Company.

For KALIND LIMITED

(Formerly Arums Abode Limited)

DHARMENDRABHAI BECHARBHAI JASANI

CHAIRMAN AND WHOLE TIME DIRECTOR

DIN:10495406

Place: Surat

Date: 30th July, 2026