Kalyani Commercials Ltd Directors Report

To,

The Members,

Kalyani Commercials Limited

The Board of Directors of your Company is pleased to present the 41^st Directors Report on business and operations of the Company, along with Standalone Audited Financial Statements for the Financial Year ended on 31^st March, 2026.

1. FINANCIAL RESULTS

During the year under review, the Company registered a profit of Rs 362.03 lakh before tax for the year ended March 31, 2026, on a standalone basis. A summary of the financial performance of the Company on a standalone basis for the financial year ended March 31, 2026, is given below: (In Lakhs)

Particulars	For the year ended 31.03.2026	For the year ended 31.03.2025
Revenue from Operations	58718.43	38730.46
Other Income	221.33	152.97
Total Revenue	58939.77	38,883.42
Total Expenses	58,577.73	38,547.41
Profit Before Tax & Extraordinary Item	362.03	336.02
Extraordinary Item	-	-
Tax Expenses
Current Tax	94	90.10
Deferred Tax Liability (Net)	(1.16)	1.37
Income Tax Earlier Year	2.02	11.29
Profit / Loss for the year after tax	267.18	233.25
Share of Profit or loss from associate	-	-
Total Other	(14.98)	7.37
Comprehensive Income / (Loss)
Total Comprehensive Income /	252.20	240.63
Loss
Profit attributable to
a) Parent	-	-
b) Non-Controlling Interest	-	-
Other Comprehensive Income attributable to
a) Parent	-	-
b) Non-Controlling Interest	-	-
Earnings Per Share (EPS)
a) Basic	26.72	23.33
b) Diluted	26.72	23.33

During the year under review, the total Income from the operation increased by 51.60%. The same was Rs. 58718.43 Lakhs for the current FY 2025-26 as compared to Rs. 38730.46 Lakhs for the previous FY 2024-25. Total Net Profit increased by 14.55%, the same was Rs. 267.18 Lakhs for the current FY 2025-26 as compared to Rs. 233.25 Lakhs for the previous FY 2024-25.

2. STATE OF COMPANYS AFFAIRS

The Company is actively engaged in the trading of Heavy Commercial Vehicles, Three Wheelers, and provides servicing for these vehicles as an authorized dealership of TATA and Bajaj. This aspect of the Companys operations contributes significantly to their overall revenue stream and market presence.

Moreover, the Company has also ventured into the petroleum product sector and secured a dealership with Bharat Petroleum Corporation Limited. This strategic move enables them to distribute and market petroleum products, further diversifying their business portfolio.

With a focus on growth and profitability, the Company aims to leverage its expertise in the automotive sector and its association with reputable brands like TATA, Bajaj, and Bharat Petroleum Corporation Limited to tap into the expanding market opportunities in India.

Furthermore, the Company is committed to expanding its business operations to reach new markets and customer segments. By exploring untapped opportunities, they aim to widen their customer base and achieve sustainable growth.

As the Company continues to prioritize customer service and quality, it seeks to enhance its offerings in the automobile and petroleum sectors through innovation and investment in the near future. Additionally, the Companys commitment to operational excellence and cost-cutting initiatives is expected to yield positive outcomes in optimizing resources and driving financial efficiency.

3. OPERATIONAL PERFORMANCE

During the period, the company achieved the Standalone turnover of Rs. 587,18,43,459.89/-( Rupees Five Hundred Eighty-Seven Crore Eighteen Lakh Forty-Three Thousand Four Hundred Fifty-Nine and Paise Eighty-Nine Only) for the year ended 31st March, 2026 as against. Rs. 387,30,46,051.59 /-(Rupees Three Hundred Eighty-Seven Crore Thirty Lakh Forty-Six Thousand Fifty-One and Paise Fifty-Nine Only) for the year ended 31st March, 2025. The Company earned a profit before tax of Rs. 3,62,03,412.77/- (Rupees Three Crore Sixty-Two Lakh Three Thousand Four Hundred Twelve and Paise Seventy-Seven Only) during the year ended 31st March, 2026 as against the profit of Rs. 3,36,02,380.31/- (Rupees Three Crore Thirty-Six Lakh Two Thousand Three Hundred Eighty and Paise Thirty-One Only) in previous year ended 31st March, 2025. The

Company earned a profit after tax of Rs. 2,67,18,028.34/- (Rupees Two Crore Sixty-Seven Lakh Eighteen Thousand Twenty-Eight and Paise Thirty-Four Only) during the year ended 31st March 2026 as against the profit. 2,33,25,379.31/- (Rupees Two Crore Thirty-Three Lakh Twenty-Five Thousand Three Hundred Seventy-Nine and Paise Thirty-One Only) in the previous year ended 31st March 2025.

4. DIVIDEND

After considering the financial and non-financial factors prevailing during the Financial Year 2025-26, the Board of Directors have decided not to recommend dividend this year. However, the Directors are hopeful for better results in the coming years.

5. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), no unpaid/unclaimed dividends were transferred during the year under review to the Investor Education and Protection Fund.

6. RESERVES AND SURPLUS

The Company has Rs. 21,46,50,506.98/- (Rupees Twenty-One Crore Forty-Six Lakh Fifty Thousand Five Hundred Six and Ninety-Eight Paise Only) in Reserves and Surplus as at 31.03.2026.

During the year, the Company transferred its profit for the period amounting to Rs. 2,67,18,028.34/- (Rupees Two Crore Sixty-Seven Lakh Eighteen Thousand Twenty-Eight and Thirty-Four Paise Only) to its Retained Earnings.

7. FUTURE OUTLOOK

Kalyani Commercials Ltd aims to strengthen its core operations in vehicle dealerships and petroleum distribution by enhancing operational efficiency, optimizing margins, and expanding its regional footprint, while maintaining financial discipline and leveraging digital tools to drive sustainable, long-term growth.

8. CHANGES IN CAPITAL STRUCTURE

During the year under review, the Authorised, Issued and Subscribed Share Capital of the Company remains unchanged and the company has also not issued any equity shares with differential rights and sweat equity shares.

9. LISTING OF SECURITIES

10,00,000 equity shares of Rs. 10/- each of the Company are listed on National Stock Exchange of India Limited (NSE) w. e. f., February 13, 2017.

The Annual listing fees for the Financial Year 2025-26 has been paid to the Stock Exchange within the time limits as prescribed by the Exchange.

10. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary Company.

Further, the Company does not have any associates and joint venture companies. Accordingly, the disclosure of particulars with respect to information related to performance and financial position of joint ventures or associate Companies subject to rule 8(1) and 8(5)(iv) of Companies (Accounts) Rules, 2014 is not applicable.

11. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was payable or outstanding as on 31^st March, 2026. The company has neither accepted nor renewed any deposits falling under chapter V of Companies Act, 2013.

12. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

All Related Party Transactions are presented before the Audit Committee for their review and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The particulars of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form AOC -2 as Annexure -I.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED DURING THE YEAR

During the period under review, there was resignation of Mr. Suranjan Upadhyay, Company Secretary and Compliance Officer with effect from 21^st November, 2025 and appointment of a new Company Secretary and Compliance Officer i.e., Ms. Kirti Tanwer with effect from 21^st November, 2025. Further, list of directors/KMP is mentioned herein below for your reference:

LIST OF DIRECTORS AS ON 31^ST MARCH, 2026

S. No Name	Designation
1. Mr. Shankar Lal Agarwal	Managing Director
2. Mr. Sourabh Agarwal	Whole-time Director
3. Ms. Manushree Agarwal	Non-executive Director
4. Mr. Gagan Anand	Non- executive Independent Director
5. Ms. Nikhita Agarwal	Non- executive Independent Director

LIST OF KEY MANAGERIAL PERSONNEL (KMP) AS ON 31^ST MARCH, 2026:

S. No. Name	Designation
1. Mr. Shankar Lal Agarwal	Managing Director
2. Mr. Sourabh Agarwal	Whole-time Director
3. Mr. Sourabh Agarwal	Chief Financial Officer
4. Ms. Kirti Tanwer	Company Secretary and Compliance Officer

MEETINGS OF BOARD HELD DURING THE F.Y. 2025-2026

During the Financial Year under review the Meetings of Board and its committees were held as follows:

Sr No. Date of Meeting	Total no of Directors as on the date of Meeting	No. of Directors Attended	Attendance % of Attendance
1. 22.04.2025	05	05	100%
2. 27.04.2025	05	05	100%
3. 27.05.2025	05	05	100%
4. 29.05.2025	05	05	100%
5. 12.08.2025	05	05	100%
6. 03.09.2025	05	05	100%
7. 25.09.2025	05	05	100%
8. 13.11.2025	05	05	100%
9. 21.11.2025	05	05	100%
10. 09.02.2026	05	05	100%

The Agenda and Notice of the Meetings were circulated well in advance to the respective Directors. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e. the maximum interval between any two board meetings did not exceed 120 days. Also, the meetings were conducted as per the applicable provisions of the Companies Act, 2013 read with rules made thereunder and as per the Secretarial Standards -1 (SS-1) as framed by the Institute of Company Secretaries of India (ICSI) in this regard.

COMPOSITION OF COMMITTEES OF THE BOARD AS ON 31^st MARCH 2026:

AUDIT COMMITTEE:

In compliance with the provisions of Section 177 of the Companies Act, 2013, the objective of the audit committee is to review internal control and internal audit system, to ensure accurately and timely disclosures, to ensure accurately and timely compliances with all accounting standards, policies and applicable laws, to monitor and provide an effective supervision of the Managements financial reporting process with the highest levels of transparency, integrity and quality of financial reporting.

The Terms of reference broadly includes the following:

The recommendation for appointment, remuneration and terms of appointment of auditors of the company. Review and monitor the auditors independence and performance, and effectiveness of audit process.

Examination of the financial statement and the auditors report thereon; Scrutiny of inter-corporate loans and investments. Valuation of undertakings or assets of the company, wherever it is necessary.

The Salient features of the policy and changes therein, if any along with the web address of the policy, is https://www.kalyanicommercials.com/policies

The composition of Audit Committee of the Company is as following:

S. No Name of Member	Designation	Category
1. Mr. Gagan Anand	Chairman	Non-Executive & Independent Director
2. Ms. Nikhita Agarwal	Member	Non-Executive & Independent Director
3. Ms. Manushree Agarwal	Member	Non-Executive Director

The Board has accepted all the recommendations proposed by audit committee during the Financial Year. During the Financial Year under review the Meetings of Audit committee were held as follows:

Sr No. Date of Audit Committee Meeting	Total no of Directors as on the date of Meeting	Attendance No. of Directors Attended	% of Attendance
1. 29.05.2025	3	3	100%
2. 12.08.2025	3	3	100%
3. 03.09.2025	3	3	100%
4. 13.11.2025	3	3	100%
5. 09.02.2026	3	3	100%

NOMINATION AND REMUNERATION COMMITTEE:

In compliance with provisions of 178(1) of the Companies Act, 2013, the purpose of the committee is to evaluate the performance of all the Directors on the board of the company, to Identify individuals qualified to serve as Directors (executive directors, non-executive directors and independent directors) or to serve in senior management and to review their remuneration, consistent with criteria approved by the Board, and to recommend to the Board for their approval. The composition of Nomination and Remuneration Committee of the Company is as following:

S. N o. Name of Member	Designation	Category
1. Mr. Gagan Anand	Chairman	Non-Executive & Independent Director
2. Ms. Manushree Agarwal	Member	Non- Executive Director
3. Ms. Nikhita Agarwal	Member	Non-Executive & Independent Director

The Salient features of the policy and changes therein, if any along with the web address of the policy, is https://www.kalyanicommercials.com/policies.

During the Financial Year under review the Meetings of Nomination & Remuneration committee Meeting was held as follows:

Sr No.	Date of NRC Committee Meeting	Total no of Directors as on the date of Meeting	Attendance No. of Director s Attende d	% of Attendance
1.	21.11.2025	3	3	100%

SHAREHOLDERS GRIEVANCE COMMITTEE:

In order to comply with the Good Corporate Governance Norms, the Company has constituted this committee. The purpose of the committee is to assist the Board and the Company in maintaining healthy relationships with all stakeholders.

The composition of Shareholders Grievance Committee of the Company is as following:

S. No. Name of Member	Designation	Category
1. Ms. Nikhita Agarwal	Chairman	Non-Executive & Independent Director
2. Ms. Manushree Agarwal	Member	Non-Executive Director
3. Mr. Gagan Anand	Member	Non-Executive & Independent Director

The Salient features of the policy and changes therein, if any along with the web address of the policy, is https://www.kalyanicommercials.com/policies

During the Financial Year under review the Meetings of Shareholders Grievance committee Meeting was held as follows:

Sr No. Date of SRC Committee	Total no of	Attendance
Meeting	Directors as on the date of Meeting	No. of Directors Attended	% of Attendance
1. 16.01.2026	3	3	100%

INTERNAL COMPLAINTS COMMITTEE:

The Board of Directors has constituted Internal Complaint Committee pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the purpose of adhering the Complaints of employees regarding Sexual Harassment.

The composition of Shareholders Grievance Committee of the Company is as following:

S. No. Name of Member	Designation	Category
1. Ms. Manushree Agarwal	Chairperson	Women-Non- Executive Director
2. Mr. Gagan Anand	Member	Non-Executive & Independent Director
3. Ms. Nikhita Agarwal	Member	Non-Executive & Independent Director

The Salient features of the policy and changes therein, if any along with the web address of the policy, is https://www.kalyanicommercials.com/policies

During the Financial Year under review the Meetings of Investors Compliant committee Meeting was held as follows:

Sr. No.	Date of ICC Meeting	Committee	Total no of Directors as on the date of Meeting	No. of Directors Attended	Attendance % of Attendance
1.	16.01.2026		3	3	100%

INDEPENDENT DIRECTOR COMMITTEE:

According to Section 149(8) of the Companies Act, 2013 Independent Directors on the Board of the Company are required to abide by the provisions specified in SCHEDULE IV to the Companies Act, 2013 which defines Code for Independent Directors and Regulations 25 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Further that Clause VII of Schedule IV to the Companies Act, 2013 requires that “The Independent Directors” of the Company shall hold at least one meeting in a financial year, without the attendance of Non-Independent Directors and Members of the Management.

The composition of Independent Director Committee of the Company is as follows:

S. No. Name of Member	Designation	Category
1. Mr. Gagan Anand	Member	Non-Executive & Independent Director
2. Ms. Nikhita Agarwal	Member	Non-Executive & Independent Director

The Salient features of the policy and changes therein, if any along with the web address of the policy, is https://www.kalyanicommercials.com/policies

During the Financial Year under review the Meetings of Independent Director committee Meeting was held as follows:

Sr No.	Date of ID Committe e Meeting	Total no of Directors as on the date of Meeting	No. of Directors Attended	Attendance % of Attendance
1.	30.01.2026	2	2	100%

14. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted their declarations of independence, as required pursuant to provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in sub section (6) and Regulation 25 of Listing Regulations as laid by the Securities and Exchange Board of India (SEBI).

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

In terms of regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company familiarizes the Directors about their role and responsibility at the time of their appointment through a formal letter of appointment. All independent directors inducted into the Board attend an orientation program. Presentations are regularly made at the meetings of the Board and its various Committees on the relevant subjects. The details of programs for familiarization of Independent Directors can be accessed on the Companys website.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors hereby confirm that:

In the preparation of annual accounts for the financial year ended 31^st March, 2026 the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 Companies as at 31^st March, 2026 and of the profit/loss of the Company for the period ended on that date;

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

The Directors have prepared the annual accounts on a going concern basis;

The Directors have laid down proper internal financial controls to be followed by the company and such internal financial control are adequate and were operating effectively; and

The Directors had devised proper system to ensure compliance with the provisions of all applicable law and such systems are adequate and operating effectively.

17. AUDITOR & AUDITORS REPORT;

Statutory Auditors and Audit Report

In the 38th (Thirty Eighth) Annual General Meeting of the members of the company held on 27th September, 2023, M/s K Prasad & Company LLP, Chartered Accountants (Firm Registration No. 002755N) were re-appointed as Statutory Auditors of the Company to hold office for a term of five years i.e. till the conclusion of its 43rd (Forty Third) Annual General Meeting of the company to be held in the Financial Year 2028-29.

The Audit Report submitted by Statutory Auditor on Annual Standalone Financial Statement for the Financial Year 2025-26 does not contain any qualification, reservation or adverse remark or disclaimer except the following:

CIT (Remark 1)

The Dues outstanding in respect of Income Tax and VAT on account of disputes as under:

Name of the Statute	Nature of Dues	Demand (Rs. In Lakhs)	Amount paid against demand (Rs. In Lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax	5.73	0	FY-2019-20	Pending demand
Income Tax Act, 1961	Income Tax	3.05	0	FY-2009-10	Pending Demand
Income Tax Act, 1961	Income Tax	0.11	0	FY-2011-12	Pending Demand
Income Tax Act, 1961	Income Tax	0.20	0	FY 2022-23	Pending Demand

Board Reply:

The Company has disclosed the details of outstanding Income Tax demands as required under applicable laws. The Company has filed appropriate replies in respect of the said matters and is taking necessary steps in relation thereto. The outcome of such matters is subject to the decision of the relevant authorities.

18. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Chapter IV of the said Listing Regulations, 2015, the Compliance with the corporate governance provisions specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 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 be mandatory, in respect of the following class of companies: A. The listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year;

B. The Listed Entity which has listed its specified securities on the SME Exchange.

Since the Companys paid-up share capital and net worth does not exceed the prescribed threshold limits therefore, Regulations 17 to 27 of the SEBI (LODR) Regulations, 2015 and clauses (b) to (i) and clause (t) of sub regulation (2) of Regulation 46 and Para-C, D and E of Schedule V are not applicable to the Company.

19. Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of Section 204 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, and based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s. GA & Associates, Company Secretaries LLP as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from the financial year 2025-26, subject to approval of the members, wherever applicable.

The Secretarial Audit Report for the financial year 2025-26, issued by M/s. GA & Associates, Company Secretaries LLP in the prescribed Form MR-3, is annexed to this Report as “Annexure-II”.

The Secretarial Audit Report submitted by Secretarial Auditor for the Financial Year 2025-26 does not contain any qualification, reservation or adverse remark or disclaimer except the following:

During the year the board of directors has noticed that the renewal of registration of the independent directors of the company in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA) were expired and the application for renewal for a further period after expiry of Registration tenure is not filed within timeline prescribed under the Rule 6 of The Companies (Appointment and Qualifications of the Directors) Rules, 2014.

Boards Reply:

The Board has taken note of the observation and shall take necessary corrective measures to ensure compliance with the applicable provisions within the prescribed timelines.

20. BOARD EVALUATION

In terms of Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 and Regulation 17(10) of the SEBI (LODR) Regulations, 2015, along with Schedule IV of the Companies Act, 2013 for Independent Directors, it is required to have a formal annual evaluation of the performance of the Board, its Committees and individual Directors. In pursuance of the aforesaid provisions of the Companies Act, 2013 and Listing Regulations, including the Guidance Note on Board Evaluation issued by SEBI, the Board carries out the annual evaluation of its own performance, the working of its various Committees as well as the evaluation of its directors individually.

The evaluation process comprises of both assessment and review, including analysis of the functioning of the Board and its Committees, the time spent by it in considering matters and whether the terms of reference of its committees have been met, besides complying with the provisions of the Companies Act,

2013 and Listing Regulations. The evaluation of the performance of the Board, its committees and individual directors was done, after seeking inputs from all the Directors by way of a questionnaire.

The questionnaire was prepared in a structured manner, ascertaining the individual directors various attributes and their roles in bringing values to the deliberation and discussions at meetings. The Board of Directors also evaluated the functioning/performance of Audit Committee, Shareholders Grievances Committee and Nomination & Remuneration Committee and expressed satisfaction with their functioning/performance. A report in brief on Board evaluation has been given in the Corporate Governance Report which may be taken as forming a part of this Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE

COMPANIES ACT, 2013

The Company did not give any loans, made any investments or give any guarantee or security in connection with the loans under section 186 of the Companies Act, 2013 during the financial year 2025-26.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

23. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this report.

24. CHANGE IN THE NATURE OF BUSINESS

The Company continues to operate as a going concern, primarily engaged in the trading of Commercial Vehicles and operating as a Petroleum dealership for BPCL. These business segments have emerged as the key drivers of the Companys operations and financial performance.

This strategic evolution in the Companys business direction reflects its adaptability and commitment to sustainable growth by leveraging its strengths and exploring opportunities in emerging sectors. The Company remains focused on enhancing operational efficiency, improving profitability, and creating long-term value for its stakeholders.

25. SECRETARIAL STANDARDS OF ICSI

The Company has duly followed the applicable Secretarial standards, relating to Meeting of the Board of Directors (SS-1) and General Meeting (SS-2), issued by the Institute of Company Secretaries of India (ICSI).

26. RISK MANAGEMENT

Risk is an integral and unavoidable component of business and the Company has been addressing and analyzing various risks impacting the Company including details of significant changes in key financial ratios which is more fully provided in annexed Management Discussion and Analysis Report attached herewith and forms part of this Annual Report. The Company has a robust risk management process to identify key risks across the Group, and prioritize action plans to mitigate them. The proceedings of the review process include discussions on the managements submissions on risks, prioritization of key risks and approval of action plans to mitigate such risks. Some of the uncertainties and risks that can affect the business are technological changes, changing customer preferences and behavior, competition, volatility in prices and macro- economic factors such as an economic slowdown.

27. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Company does not have material exposure of any commodity or foreign exchange and accordingly, no hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular no. SEBI/HO/CFD/CMD1/ CIR/P/2018/0000000141 dated 15^th November, 2018.

28. PARTICULARS OF EMPLOYEES

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure III.

i. The ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year 2025-26:

S. No. Directors	Remuneration of Director /KMP for the financial year 2025-26 (in Lakh)	Ratio of remuneration of each Director to median remuneration of employees
1 Mr. Shankar Lal Agarwal	6	2.84
2 Mr. Sourabh Agarwal	12	5.68
3 Ms. Manushree Agarwal	24	11.36
4 Ms. Nikhita Agarwal	NIL	NIL
5 Mr. Gagan Anand	NIL	NIL

ii. There has been no increase in the remuneration of Managing Director, Whole Time Director/CFO of the Company in the financial Year 2025-2026.

iii. There has been 11.69% increase in median remuneration of employees during the financial year 2025-26.

iv. The total number of permanent employees on the rolls of the Company during the financial year was 220.

v. There has been an average percentile increase in the Remuneration of Employees 16.74% in the salaries of Employees and no increase in the remuneration of managerial personnel as well. The total remuneration to employees for the financial year 2025-26 was Rs. 5,68,32,717/- as compared to Rs. 4,37,45,578/- in the Financial Year 2024-25.

vi. The Company affirms that remuneration given is as per the remuneration policy of the Company.

However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to all the members excluding the information on particulars of employees which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

29. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

No Directors/employees of the Company was in receipt of amount exceeding a salary of Rs. 8,50,000/- per month or more when employed for a part of the financial year and Rs. 10,200,000/- per annum or more when employed for whole of the year, under the provision of Rule 5 (2) & (3) of The Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time.

30. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nature this asset. The company has kept a sharp focus on Employee Engagement. The Companys Human Resources is commensurate with the size, nature and operation of the Company. It looks at the employees entire life cycle, to ensure timely interventions and help build a long-lasting and fruitful career.

31. CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on the website of the Company viz. http://kalyanicommercialsltd.com/.

The Policies are reviewed periodically by the Board and updated on the basis of need and new Compliance

The Key Policies are as follows:

Name of the Policy	Brief Description
VIGIL MECHANISM/ WHISTLE BLOWER POLICY	This policy has been established with a view to provide a tool to Directors and Employees of the Company to report to Management genuine concerns including unethical behavior, actual or suspected fraud or violation of the code or the policy. The Policy also provides for adequate safeguards against victimization of Director(s)/Employee(s) who avail of the mechanism and also provides for direct access to the chairman of the Audit Committee in exceptional cases.
	The Whistle Blower Policy is provided on the website of the Company and may be accessed by clicking on the following link: https://www.kalyanicommercials.com/files/policies/policies_07.pdf
REMUNERATIO N POLICY	The Board has on the recommendation o f Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.
	The Remuneration Policy is provided on the website of the Company and may be accessed by clicking on the following link https://www.kalyanicommercials.com/files/policies/policies_01.pdf
POLICY FOR DETERMINING MATERIALITY OF EVENT OR INFORMATION	The Objective of this policy is to outline the guidelines to be followed by the Company for consistent, transparent and timely public disclosures of material information events/information and to ensure that such information is adequately disseminated to the stock Exchange(s) where the securities of the Company are listed in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.
	The Policy of determining Materiality of event/information is provided on the website of the Company and may be accessed by clicking on the following link: https://www.kalyanicommercials.com/files/policies/policies_02.pdf
POLICY OF PRESERVATION OF RECORDS	This policy sets the Standards for classifying, managing and storing the records of the Company. The Purpose of this policy is to establish framework for effective records Management and the process for subsequent archival of such records.
	The policy of preservation of records is provided on the website of the Company and may be accessed by clicking on the following link: https://www.kalyanicommercials.com/files/policies/policies_04.pdf
TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTORS	This has prescribed the code of conduct, terms and conditions of appointment of the Independent Directors, which are subject to the provisions of the applicable laws, including the Companies Act, 2013 (‘2013 Act) and Clause 49 of the Listing Agreement (as amended from time to time). The policy on terms and conditions of Appointment of Independent Director provided on the website of the Company and may be accessed by clicking on the following link: https://www.kalyanicommercials.com/files/policies/policies_11.pdf
POLICY FOR DETERMINING MATERIAL SUBSIDIARY.	The Board has adopted a policy for determining material subsidiaries. The policy for determining Material Subsidiaries is provided on the website of the Company and may be accessed by clicking on the following link: https://www.kalyanicommercials.com/files/policies/policies_12.pdf
INSIDER TRADING PROHIBITION CODE PURSUANT TO (SEBI (PIT) REGULATIONS, 2015)	This Code has been formulated to regulate, monitor and report trading by the Designated Persons to comply with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Code is prescribed to ensure that the Designated Persons do not trade in the Securities of the Company when in possession of UPSI, and to prevent any speculative dealings, knowingly or unknowingly, by the Designated Persons. The Policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018, incorporating ‘legitimate purpose in connection with sharing of UPSI
POLICY ON RELATED PARTY TRANSACTION(S)	In compliance with the Listing Regulations, the Company has the policy for transactions with Related Parties (RPT Policy). During the year, the Company has revised its Policy on dealing with Materiality of Related Party Transactions, in accordance with the amendments to the applicable provisions of the Listing Regulations.
	The RPT Policy is available on the Company website and can be accessed by clicking on the following link: https://www.kalyanicommercials.com/files/policies/KALYANI_COMMERCIAL S_POLICIES_1783407243810.pdf
POLICY FAMILIARIZATION OF DIRECTORS	ONThis policy has been formulated to familiarize the independent directors with the Company, the functions of the Company and specify their roles, rights, responsibilities in the Company, nature of the industry in which the Company INDEPENDENT operates, business model of the Company, etc., through various Programs. The policy on familiarization is available on the Company website and can be accessed by clicking on the following link: https://www.kalyanicommercials.com/files/policies/policies_13.pdf

32. REPORT UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Your Company is committed to ensuring that all employees are treated with dignity and respect and having zero tolerance for sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder . The Company has established an appropriate mechanism for employees to report complaints under the Policy. All employees including permanent contractual, temporary, trainees are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. The Company has not received any complaints of sexual harassment during the financial year under review. The Policy on Prevention of Sexual Harassment is available on the Companys website.

During the financial year under review, the company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follows.

A. Number o f complaints of Sexual Harassment received in the Year	0
B. Number of Complaints disposed of during the year	0
C. Number of cases pending for more than ninety days	0

33. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Companys for the FY 2025-26.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure and the provisions of Section 135 and schedule VII of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.

35. ANNUAL RETURN

The draft Annual Return in Form MGT-7 for the Financial Year 2025-26 is uploaded on the website of the Company and the same c o uld be accessed by c licking on following link: https://kalyanicommercials.com/annual-returns.

36. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March, 2026 and is annexed as Annexure- IV of this Annual Report for the reference of the stakeholders.

37. REPORT UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to ensuring that all employees are treated with dignity and respect and having zero tolerance for sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder . The Company has established an appropriate mechanism for employees to report complaints under the Policy. All employees including permanent contractual, temporary, trainees are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. The Company has not received any complaints of sexual harassment during the financial year under review. The Policy on Prevention of Sexual Harassment is available on the Companys website.

During the financial year under review, the company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follows.

A. Number o f complaints of Sexual Harassment received in the Year	0
B. Number of Complaints disposed of during the year	0
C. Number of cases pending for more than ninety days	0

38. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Companys for the FY 2025-26.

39. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure and the provisions of Section 135 and schedule VII of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.

40. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March, 2026 and is annexed as Annexure- IV of this Annual Report for the reference of the stakeholders

41. INTERNAL AUDIT & CONTROL

During the year under review, the internal control and internal audit system was adequate in the company and is working effectively and efficiently. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Companys internal controls, including its systems and processes and compliance with regulations and procedures.

Further, pursuant to Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, M/s DJC & Associates, Chartered Accountants FRN:0015039C, is the Internal Auditor of the Company for the Financial Year 2025-26 who performed all the duties as required to be performed by the Internal Auditor under the Companies Act, 2013.

42. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND

BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETLLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no onetime settlement of loans taken from banks and Financial Institutions.

44. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND

BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

45. REGISTRAR AND SHARE TRANSFER AGENT.

During the year under review Skyline Financial Services Pvt. Ltd. was the Registrar and Transfer Agent of the Company.

46. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, are not applicable to the Company. During the year under review, the Company had no earnings and expenditure in foreign exchange.

47. GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send copies of Annual report, Notices, etc., electronically to the email IDs of shareholders.

Your Company has arranged to send the soft copies of these documents to the registered email IDs of the shareholders. To support the ‘Green Initiative, members who have not registered their email addresses are requested to register the same with the Companys Registrar and Share Transfer Agent/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

48. COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961.

In accordance with Section 134 of the Companies Act, 2013 and the applicable rules, the Board of Directors confirms that the Company has the necessary policy and provisions in place for compliance with the applicable maternity benefit requirements.

During the financial year, no eligible woman employee availed or sought maternity benefits from the Company. The Company continues to maintain the required policy and systems in this regard.

49. GENDERWISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.

Male Employees: 213(Two Hundred and Thirteen) Female Employees: 07(Seven) Transgender Employees: 00(Zero)

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

50. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditor, Secretarial Auditor and Cost Auditor have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Act. Hence, no details are required to be disclosed under Section 134(3)(ca) of the Act.

51. CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion and Analysis describing the companys objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the companys operations include: domestic demand and supply conditions affecting selling prices, new capacity additions, availability of materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the company. DOWN STREAM INVESTEMENT.

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

52. APPRECIATION

The Directors take this opportunity to express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation, continued guidance, support and look forward to their continued support in future. The Directors would also like to place on record the sincere dedication, commitment and hard work of our employees and their contribution to your Companys performance. We are deeply grateful for the confidence and faith that you have always reposed in us.

By the order of the Board
For KALYANI COMMERCIALS LIMITED
Sourabh Agarwal	Shankar Lal Agarwal
(Whole Time Director)	(Managing Director)
DIN: 02168346	DIN: 01341113
Off. Address: BG-223, Sanjay Gandhi,	Off. Address: BG-223, Sanjay Gandhi
Transport Nagar GT Karnal Road, Delhi-110042	Transport Nagar GT Karnal Road,Delhi-110024
Date: 13th August, 2026
Place: New Delhi