Kanishk Steel Industries Ltd Directors Report

To

The Members,

KANISHK STEEL INDUSTRIES LIMITED

The Board of Directors is pleased to present the Thirty-Sixth Annual Report of the Company, together with the audited financial statements for the financial year ended 31 March 2026.

1. FINANCIAL SUMMARY

The financial performance of the Company is as under:

(Amount in Rs. Lakhs)

Particulars	Standalone Financial Year 2025-26	Standalone Financial Year 2024-25
Sales	40,657.00	36,000.76
Profit after Interest & Depreciation	587.84	1,395.40
Provision for Tax	203.16	402.77
Profit after Tax	134.29	-160.54
Add : Taxation Adjustments of Previous Years
Add : Balance of Profit brought from previous year
Profit available for Appropriation	510.01	832.10
APPROPRIATIONS
Equity Dividend Proposed (Final)	-	-
Dividend Distribution Tax (Final)	-	-
Transfer to General Reserve	-	-
Balance Carried Forward	-	-

1. STATE OF AFFAIRS / HIGHLIGHTS

Your Company is engaged in the manufacture and supply of iron and steel products. The Companys branded steel products continue to be well regarded by customers for their quality, competitive pricing and reliability. The strength of the Companys product portfolio, coupled with effective management, enabled the Company to perform satisfactorily despite challenging market conditions.

During the Period under review, the Company recorded a turnover of Rs40,824.30 lakh as against Rs 37,164.23 lakh in the previous year. The profit after tax stood at Rs 510.10 lakh as against Rs 832.10 lakh in the previous year.

There has been no change in the nature of business of the Company during the Period under review.

3. DIVIDEND

With a view to conserving the resources of the Company, the Board of Directors has not recommended any dividend for the financial year ended 31 March 2026.

4. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at www.kanishksteels.in

5. SHARE CAPITAL

There was no change in the authorised share capital or paid-up share capital of the Company during the financial year ended 31 March 2026.

As on 31 March 2026, the Authorised share capital of the Company was Rs 3,000 Lakhs /- divided into 2,98,00,000 equity shares of Rs10/- each, and the paid-up equity share capital was Rs 2,843.61 Lakhs /- divided into 28,436,074 equity shares of Rs10/- each..

During the year under review:

(a) the Company did not buy back any of its securities;

(b) the Company did not issue any sweat equity shares;

(c) the Company did not issue any bonus shares; and

(d) the Company did not grant any stock options or operate any employee stock option scheme.

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, containing a detailed review of the industry structure and developments, opportunities and threats, the Companys operational and financial performance, outlook, risks and concerns, internal control systems and human resources, is annexed to this Report as Annexure I and forms an integral part hereof.

7. MEETINGS OF THE BOARD

During the financial year under review, five meetings of the Board of Directors were held. The details of the meetings, including the dates thereof and the attendance of the Directors, are provided in the Corporate Governance Report, annexed to this Report as Annexure II, which forms an integral part of this Report.

The intervening gap between two consecutive Board Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31 March 2026, the Board of Directors of the Company comprised:

- Mr. Vishal Keyal ? Chairman and Managing Director

- Mr. Ashok Bohra ? Whole-time Director

- Mr. Rangaswamy Ramesh ? Independent Director

- Mr. Seshadari M. Nagarajan ? Non-Executive Non-Independent Director

- Mr. Munuswamy Thiyamoorthy ? Independent Director

- Ms. Manju Meenakshi ? Independent Director

During the year under review, the members of the Company, at the 35th Annual General Meeting held on 30 September 2025, approved the re-appointment of Mr. Seshadari M. Nagarajan (DIN: 00483662) as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation, for a term commencing from the conclusion of the 35th Annual General Meeting up to the conclusion of the 40th Annual General Meeting.

The Key Managerial Personnel of the Company as on 31 March 2026 were:

- Mr. Vishal Keyal ? Managing Director & Chief Executive Officer

- Mr. Ashok Bohra ? Chief Financial Officer

- Ms. Hena Singh ? Company Secretary & Compliance Officer

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vishal Keyal (DIN: 00092651) retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

The requisite particulars of Mr. Vishal Keyal, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2), are set out in the Notice convening the ensuing Annual General Meeting.

9. DECLARATION BY INDEPENDENT DIRECTORS

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

In the opinion of the Board, all the Independent Directors possess the requisite integrity, expertise, experience and proficiency and are independent of the management.

10. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Parts C and E of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance for the financial year ended 31 March 2026, together with the certificate confirming compliance with the conditions of Corporate Governance and the CEO/CFO Certificate issued pursuant to Regulation 17(8) read with Part B of Schedule II of the said Regulations, is annexed to this Report as Annexure II and forms an integral part hereof.

11. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has in place a Nomination and Remuneration Policy formulated by the Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Policy lays down the criteria for appointment, qualifications, positive attributes and independence of Directors, as well as the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy is reviewed by the Nomination and Remuneration Committee from time to time and is available on the website of the Company at https://www.kanishksteels.in/

12. AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE AND VIGIL MECHANISM

The Company has duly constituted the Audit Committee and the Nomination and Remuneration Committee in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of their composition, meetings and terms of reference are provided in the Corporate Governance Report forming part of this Annual Report.

During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

The Company has established a Vigil Mechanism/Whistle-Blower Policy in accordance with the applicable statutory requirements. The details thereof are provided in the Corporate Governance Report and the Policy is available on the website of the Company at https://www.kanishksteels.in/

13. BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out an annual evaluation of its own performance, the performance of its Committees and individual Directors, based on the criteria approved by the Nomination and Remuneration Committee.

The Independent Directors, at their separate meeting, carried out the evaluation as prescribed under Schedule IV to the Companies Act, 2013. The Board expressed its satisfaction with the evaluation process and the performance of the Board, its Committees and individual Directors.

14. PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosures relating to the remuneration of Directors, Key Managerial Personnel and employees, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure III.

15. CODE OF CONDUCT

The Board of Directors has adopted a Code of Conduct for the Directors and Senior Management Personnel of the Company. All Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ended 31 March 2026.

A declaration confirming compliance with the Code of Conduct forms part of the Corporate Governance Report annexed as Annexure II.

16. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year, i.e., 31 March 2026, and the date of this Report.

17. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant or material orders were passed by any regulator, court or tribunal that could impact the going concern status of the Company or its operations in the future.

18. RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company during the financial year ended 31 March 2026 were in the ordinary course of business and on an arms length basis. There were no materially significant related party transactions that had a potential conflict with the interests of the Company.

The details of related party transactions have been disclosed in the notes forming part of the financial statements in accordance with the applicable Indian Accounting Standards. The Corporate Governance Report also contains the relevant disclosures relating to related party transactions and the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions adopted by the Board of Directors.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are furnished in Form AOC-2 and annexed to this Report as Annexure IV, which forms an integral part hereof.

19. LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are disclosed in the notes forming part of the financial statements.

20. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

21. TRANSFER TO RESERVES

The Board of Directors has decided not to transfer any amount to the General Reserve for the financial year ended 31 March 2026.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in Annexure V to this Report and form an integral part hereof.

23. RISK MANAGEMENT POLICY

The Company has established a risk management framework for the identification, assessment, monitoring and mitigation of risks associated with its business and operations.

The key business risks and the measures adopted to mitigate such risks are reviewed periodically by the Board of Directors. In the opinion of the Board, there are no elements of risk which may threaten the existence of the Company.

24. PREVENTION OF SEXUAL HARASSMENT (POSH)

The Company has adopted a policy for the prevention of sexual harassment at the workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has constituted an Internal Committee in accordance with the provisions of the said Act. During the year under review, no complaint was received, disposed of or pending as at 31 March 2026.

The Company remains committed to providing a safe and inclusive working environment for all women employees.

25. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company as on 31 March 2026.

Accordingly, the provisions relating to the preparation of consolidated financial statements and disclosure in Form AOC-1 are not applicable to the Company.

26. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls with reference to the financial statements, commensurate with the size, scale and complexity of its operations. During the year under review, such controls were operating effectively and no material weakness was observed.

27. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 the Board of Directors of the Company confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors had 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) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

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

28. AUDITORS AND AUDITORS REPORT

M/s. Chaturvedi & Partners, Chartered Accountants, Chennai (Firm Registration No. 307068E), were appointed as the Statutory Auditors of the Company at the 32nd Annual General Meeting held on 30 September 2022, for a term of five consecutive years, to hold office until the conclusion of the 37th Annual General Meeting of the Company.

The Statutory Auditors continue to hold office for the remaining period of their tenure.

The Auditors Report for the financial year ended 31 March 2026 does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation or comment of the Board is required in this regard.

29. FRAUDS REPORTED BY AUDITORS (Sec. 134(3)(ca))

The Statutory Auditors have not reported any instances of fraud under Section 143(12) of the Companies Act, 2013 during the financial year under review.

30. SECRETARIAL AUDIT

Pursuant to 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, M/s. M K Madhavan & Associates, Practising Company Secretaries (Firm Registration No. S2017TN468400), were appointed as the Secretarial Auditors of the Company for a term of five consecutive financial years from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report in Form MR-3 for the financial year ended 31 March 2026 is annexed to this Report as Annexure VI and forms an integral part hereof.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation or comment of the Board is required.

31. DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There were no outstanding, unpaid or unclaimed deposits as on 31 March 2026.

32. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility ("CSR") are applicable to the Company.

The Company has constituted a Corporate Social Responsibility Committee in accordance with the applicable provisions of the Companies Act, 2013. The CSR Policy of the Company sets out the guiding principles for undertaking CSR activities and for monitoring the implementation of CSR projects and programmes.

The details of the composition of the CSR Committee, the CSR Policy and the CSR activities undertaken during the financial year ended 31 March 2026 are set out in the Annual Report on CSR Activities annexed to this Report as Annexure VII, which forms an integral part of this Report.

33. COST RECORDS AND COST AUDIT

The Company is required to maintain cost records pursuant to Section 148(1) of the Companies Act, 2013 read with the applicable rules made thereunder. Accordingly, the Company has maintained the prescribed cost records for the financial year ended 31 March 2026.

Based on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. Vivekanandan & Unni Associates, Cost Accountants (Firm Registration No. 000085), as the Cost Auditors of the Company to conduct the audit of the cost records for the financial year 2026-27, at a remuneration of Rs70,000/- (Rupees Seventy Thousand only), plus applicable taxes and reimbursement of out-of-pocket expenses, subject to ratification by the members of the Company.

34. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

35. DISCLOSURE ON ONE-TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTIONS

During the year under review, the Company has not entered into any one-time settlement with any bank or financial institution. Accordingly, the disclosure required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 is not applicable.

36. GENDER-WISE COMPOSITION OF EMPLOYEES

In furtherance of the principles of diversity, equity and inclusion, the gender-wise composition of the employees of the Company as on 31 March 2026 is as follows:

Male employees: 134

Female employees: 8

Transgender employees: Nil

The Company is committed to fostering an inclusive workplace and providing equal employment opportunities without discrimination on the basis of gender.

37. MATERNITY BENEFIT

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. During the year under review, the Company had women employees on its rolls; however, no claim for maternity benefit was received or paid.

The Company remains committed to providing maternity benefits to eligible employees in accordance with the applicable statutory provisions.

38. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company maintained cordial industrial relations during the year under review. The Board places on record its appreciation for the commitment, cooperation and contribution of the employees at all levels toward the sustained performance and operations of the Company.

39. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the continued support and cooperation extended to the Company by the Central Government, the Government of Tamil Nadu, statutory and regulatory authorities, the Stock Exchanges, depositories, Registrar and Share Transfer Agent, banks and financial institutions, customers, suppliers, business associates, consultants and other stakeholders during the year under review.

The Board expresses its gratitude to the shareholders and investors for the trust and confidence reposed in the Company and its management.

Your Directors also acknowledge and appreciate the dedication, commitment and valuable contributions of the executives and employees of the Company, which have been instrumental in sustaining the Companys operations and performance during the financial year.

The Board looks forward to the continued support and cooperation of all stakeholders in the years ahead.

For and on behalf of the Board of Directors of

KANISHK STEEL INDUSTRIES LIMITED,

Chennai,

27 May 2026

VISHAL KEYAL

Chairman and Managing Director,

DIN: 00092651