Kasturi Metal Composite Ltd Directors Report

To,

The Members,

Kasturi Metal Composite Limited

Your Directors have pleasure in presenting the 21 st Director Report on the business and operations of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2026.

FINANCIAL SUMMARY

(Amounts in Rs. In Lakhs)

Particulars		Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	3,188.26	3,106.42	6,436.86	5,697.22
Other Income	400.72	171.95	93.73	24.29
Total Income	3,588.98	3,278.37	6,530.59	5,721.51
Less: Total Expenditure	3,156.32	3,096.86	5,933.31	5,470.58
Profit / (Loss) Before Prior & Exceptional Items and Tax	432.66	181.51	597.28	250.93
Less: Prior Period Expenses	-	-	-	-
Exceptional Items	-	-	-	-
Profit/(Loss) Before Tax	432.66	181.51	597.28	250.94
Less: Current Tax	52.00	31.00	252.92	101.41
Less: Short/Excess provision of Tax	(0.57)	0.78	(0.57)	0.78
Less: Deferred Tax	(14.84)	(15.79)	(51.46)	(19.27)
Tax adjustment relating to previous year	-	-		-
Net Profit/(Loss) after Tax	396.07	165.52	396.39	168.02

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE

Kasturi Metal Composite Limited, established in 2005 and is led by industrial veteran Mr. Samit Surendra Singhai, who serves as the Chairman and Managing Director, bringing over two decades of extensive expertise to the sector. The company leverages its deep engineering know-how and advanced manufacturing capabilities to offer premium concrete reinforcement and friction material solutions.

During the financial year 2025-26, the Company demonstrated resilient operational performance and achieved significant growth in profitability on both a standalone and consolidated basis. The focused approach on operational efficiency and cost management has yielded substantial improvements in our bottom line.

Consolidated Financial Performance:

The Companys consolidated operations showcased robust growth, reflecting the strong market position of the group:

• Revenue from Operations: Grew by 13.0% to Rs. 6,436.86 lakhs in FY 2025-26, up from Rs. 5,697.22 lakhs in the previous year.

• Total Income: Reached Rs. 6,530.59 lakhs, registering a growth of 14.1% over the previous years Rs. 5,721.51 lakhs, supported by a significant increase in other income.

• Operational Efficiency: While total income grew by 14.1%, total expenditure was well- managed, increasing by only 8.5% (from Rs. 5,470.58 lakhs to Rs. 5,933.31 lakhs).

• Profitability: This strong top-line growth combined with disciplined cost control led to a remarkable 138% surge in Profit Before Tax (PBT), which stood at Rs. 597.28 lakhs compared to Rs. 250.94 lakhs in FY 2024-25.

• Net Profit: The Net Profit After Tax (PAT) for the year witnessed a massive jump of 136%, closing at Rs. 396.39 lakhs against Rs. 168.02 lakhs in the preceding year.

Standalone Financial Performance

On a standalone basis, the Company delivered a steady top-line performance alongside exponential profit growth:

• Revenue from Operations: Stood at Rs. 3,188.26 lakhs for the year under review, marking a steady increase of 2.6% against Rs. 3,106.42 lakhs in FY 2024-25.

• Total Income: Increased by 9.5% to Rs. 3,588.98 lakhs, bolstered by a strong contribution from Other Income, which grew from Rs. 171.95 lakhs to Rs. 400.72 lakhs.

• Expenditure Management: Total expenditure remained largely flat, seeing a marginal increase of only 1.9% (from Rs. 3,096.86 lakhs to Rs. 3,156.32 lakhs), showcasing exceptional cost optimization at the standalone level.

• Profitability: The Profit Before Tax (PBT) expanded exponentially by 138% to Rs. 432.66 lakhs, compared to Rs. 181.51 lakhs in the previous fiscal year.

• Net Profit: The Net Profit After Tax (PAT) grew by an impressive 139%, reaching Rs. 396.07 lakhs compared to Rs. 165.52 lakhs in FY 2024-25.

Key Highlights & Management Perspective

The financial year 2025-26 was marked by highly effective cost-containment measures and optimized resource allocation. Because our overall expenditure grew at a significantly slower pace than our total income across both standalone and consolidated levels, the Company successfully translated steady revenue growth into exceptional profit margin expansion. The management remains committed to sustaining this momentum by driving further operational efficiencies and exploring new avenues for revenue generation in the upcoming fiscal year.

CHANGE IN THE NATURE OF BUSINESS

Except as disclosed in this report, there were no changes in the nature of business of the Company and its subsidiaries during the year under review.

INVESTOR EDUCATION AND PROTECTION

During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Fund (IEPF).

DIVIDEND

Your Directors do not recommend any dividend for the financial year ended March 31, 2026, in order to conserve resources for business expansion and working capital requirements.

TRANSFER TO RESERVES

The Board does not propose to transfer any amount to General Reserve. The entire net profit for the year has been retained in the Profit and Loss Account as Surplus.

SHARE CAPITAL

During the financial year 2025-26, the Company made a fresh issue of 27,52,000 equity shares of face value Rs. 10 each pursuant to its Initial Public Offering (IPO) on the BSE SME

Platform. The Company received subscription for the said IPO and the shares were allotted and listed on BSE SME on February 3, 2026.

Pursuant to the above, the issued, subscribed and paid-up share capital of the Company stands at Rs. 1,039.52 Lakhs (1,03,95,212 equity shares of Rs. 10 each).

Amounts in Rs. Lakhs

Particulars	No. of Shares	Amount
Shares at beginning of the year (April 1, 2025)	76,43,212	764.32
Add: Fresh Issue (IPO - BSE SME)	27,52,000	275.20
Shares at end of the year (March 31, 2026)	1,03,95,212	1,039.52

DEPOSITS

No public deposits have been accepted or renewed by your Company during the financial year under review pursuant to the provisions of Section 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees or investments, if any given under Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements forming part of the Annual Report.

SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES AND IOINT VENTURES

A report on the performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company for the financial year ended 31st March, 2026 in prescribed Form AOC -1 as per the Companies Act, 2013 is set out in Annexure B and forms an integral part of this Annual Report. Your Company has one subsidiary in the form of Durafloor Concrete Solutions LLP, the details of which are as follows:

Durafloor Concrete Solutions LLP was incorporated on 15-10-2015 under the LLP Act, 2008 in which the Company holds a partnership interest. The Company is a partner in Durafloor Concrete Solutions LLP along with Mr. Samit Surendra Singhai and Mr. Akash Surendra Singhai.

As required under Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements incorporating the financial results of Durafloor Concrete Solutions LLP. A statement containing salient features of the financial statement of the subsidiary/associate (e-Form AOC-1) is annexed as Annexure B to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) of the Listing Regulations, a Management Discussion and Analysis Report form part of this Report. The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.

CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

(a) Listed entity having paid up equity share capital not exceeding 10 Crore and Net worth not exceeding 25 Crore, as on the last day of the previous financial year;

or

(b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance as per regulation 15(2) of the Listing Regulation are not applicable to the Company and it does not form the part of the Annual Report for FY 2025-26.

The Board of Directors is duly constituted and consists of the 6 (Six) Directors out of which 2 (Two) are Independent Directors as on the close of the financial year. None of the directors are disqualified as on the date of this report.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Shubhada Mukesh Zanwar (DIN: 10586466), Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for reappointment. The Board recommends passing necessary resolution.

As on 31.03.2026 the Board of Directors consists as follows:

Name of the Director	Designation
Mr. Samit Surendra Singhai	Chairman & Managing Director
Mr. Akash Surendra Singhai	Whole Time Director
Mr. Mayur Ashok Zamvar	Non-Executive Director
Mrs. Shubhada Mukesh Zanwar	Non-Executive Director
Mr. Ashish Madanmohan Mundhada	Independent Director
Mr. Mohit Manoharlal Ganeshani	Independent Director

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from each of the Independent Director under Section 149(7) of the Act, stating that he meets the criteria of independence laid down in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of Independent Directors. The Board has taken on record these declarations after undertaking the due assessment of the veracity of the same. Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company. Based on the declaration received from all the Independent Directors and in the opinion of the Board, all Independent Directors possess integrity, expertise, experience and proficiency and are independent of the management.

During the year under review, none of the Independent Directors of the Company has had any pecuniary relationship or transactions with the Company, other than sitting fees. The terms and conditions of appointment of Independent Directors are placed on the website of the Company at .

BOARD EVALUATION

Pursuant to the provisions of the Act, the Board of Directors (Board) has carried out an annual evaluation of its performance and that of its individual Directors. The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings. The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc.

INDEPENDENT DIRECTORS MEETING

A separate meeting of the Independent Directors without the presence of the Chairman, the Managing Director or other Non-Independent Director(s) or any other Management Personnel was held on 24 March, 2026. The Independent Directors reviewed the performance of NonIndependent Directors, Committees of the Board and the Board as a whole along with the performance of the Chairman & Managing Director of the Company and assessed the quality,

quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company has in place a structured induction and familiarisation programme for its Directors. Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities, obligations, Code of Conduct for Prevention of Insider Trading and Code of Conduct applicable to Directors, Key Managerial Personnel and Senior Management Personnel.

They are also updated on all business-related issues and new initiatives. Independent Directors are also encouraged to visit the facilities of the Company and engage with Senior Management. Regular presentations and updates on relevant statutory changes encompassing important laws are made and circulated to the Directors. Such familiarisation programmes help the Independent Directors to understand the Companys strategy, business model, operations, markets, organisation structure, risk management etc. and such other areas as may arise from time to time. The policy on the familiarisation programmes imparted to the Independent Directors is posted on the website of the Company and may be accessed at

BOARD MEETINGS

During the year under review the board met Eleven (11) times. The intervening gap between the Meetings was within the period prescribed under the Act, read with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors.

Sr. No. Date of Meeting
1. 28 th May 2025
2. 16 th July 2025
3. 25 th September 2025
4. 10 th December 2025
5. 15 th December 2025
6. 16 th December 2025
7. 19 th January 2026
8. 30 th January 2026
9. 30 th January 2026
10. 02 th February 2026
11. 24 th March 2026

S. No. Name of the Director	DIN	No. of Board Meetings during the year 2024-25		% of Attendance
		Held	Attended
1. Mr. Samit Surendra Singhai	00907782	11	11	100
2. Mr. Akash Surendra Singhai	01364889	11	10	90
3. Mr. Mayur Ashok Zamvar	00854887	11	10	90
4 Mr. Ashish Madanmohan 4 Mundhada	07143300	11	11	100
5 Mr. Mohit Manoharlal 55 Ganeshani	10504998	11	11	100
6. Mr. Shubhada Mukesh Zanwar	10586466	11	11	100

BOARD COMMITTEES

At present, the Board has following Three (3) Committees:

a. Audit Committee

b. Nomination & Remuneration Committee

c. Stakeholder Remuneration Committee.

The Composition of these Committees and relative compliances are in line with the applicable provisions of the Companies Act, 2013 read with the Rules and applicable provisions of the Listing Regulations.

The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairperson of the Committee. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes and proceedings of the meetings of all Committees are placed before the Board for review from time to time. The Minutes of the Committee Meetings are sent to all members of the Committee individually and are placed before the Board for review from time to time.

a. Audit committee:

The Audit Committee of the Board is responsible for oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, adequate and credible; and for reviewing the annual financial statements before submission to the Board. The Committee periodically reviews the adequacy of internal control systems. The Committee reviews the financial and risk management policies of the Company.

During the year under review the Audit Committee meets Six (06) times on 16 th July 2025, 24 th September 2025, 10 th December 2025, 15 th December 2025, 16 th December 2025 and 24 th March 2026 and other details of the meetings are given below in the Report:

Name of the Director Attended	Designation	No. of Meeting eligible to Attend	No. of Meeting attended
Mr. Mohit Manoharlal Ganeshani	Chairman	6	6
Mr. Ashish Madanmohan Mundhada	Member	6	6
Mr. Samit Surendra Singhai	Member	6	6

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Board is responsible for identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommending their appointment and removal to the Board. The Committee formulates the criteria for determining qualifications, positive attributes, and the independence of directors. Furthermore, the Committee recommends and oversees the Companys policy relating to the remuneration of directors, key managerial personnel, and other employees, ensuring that it is reasonable, sufficient, and aligned with the Companys performance and long-term strategic goals.

During the year under review, the Nomination and remuneration Committee met once on 24 th March 2026 and other details of the meetings are given below in the Report:

Name of the Director Attended	Designation	No. of Meeting eligible to Attend	No. of Meeting attended
Mr. Mohit Manoharlal Ganeshani	Chairman	1	1
Mr. Ashish Madanmohan Mundhada	Member	1	1
Mr. Mayur Ashok Zamvar	Member	1	1

In terms of Section 178 of the Companies Act, 2013 and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated and implemented a comprehensive Nomination and Remuneration Policy.

The policy serves as an operational guideline for the Nomination and Remuneration Committee (NRC) to ascertain qualifications, positive attributes, competencies, and independence for appointing Directors. It further sets out the framework for the appointment, remuneration, removal, and performance evaluation of Directors, Key Managerial Personnel (KMP), Senior Management Personnel, and other employees.

Salient Features of the Policy:

• Remuneration Framework: The remuneration and commission paid to Managing Directors and Whole-time Directors strictly comply with the provisions and overall limits of Schedule V of the Companies Act, 2013.

• Components of Executive Compensation: Remuneration for KMPs and other employees features an objective mix of fixed pay (including monthly salary and statutory contributions like provident fund) and performance-linked incentive pay.

• Non-Executive & Independent Directors: Non-Executive and Independent Directors are compensated via sitting fees for attending Board or Committee meetings, alongside the reimbursement of reasonable expenses incurred during the discharge of their official corporate duties.

• Tenure & Term Limits: Executive Directors or Managing Directors are appointed or reappointed for a term not exceeding five years at a time. Independent Directors are appointed for a term of up to five consecutive years and are eligible for a maximum of two consecutive terms subject to passing a special resolution.

• Age Eligibility: The maximum age limit is capped at 70 years for Whole-time Directors and 75 years for Independent Directors. Any extension beyond these age thresholds requires shareholder approval via a special resolution.

• Performance Evaluation: The NRC carries out an annual performance evaluation of every Director, KMP, and Senior Management member. The evaluation of the Board as a whole, its individual members, and its working committees is carried out alternately by the Board, the Committee, or an independent external agency.

• Board Diversity: The policy mandates that the NRC ensures the Board maintains a balanced combination of Executive and Non-Executive Directors who possess an appropriate mix of background, experience, and qualifications.

The detailed Nomination and Remuneration Policy has been hosted on the official website of the Company and can be viewed at

c. Stakeholders Relationship Committee:

Pursuant to Section 178 of the Companies Act, 2013, the Board duly constituted Stakeholder Relationship Committee to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.

During the year under review, the Stakeholders Relationship Committee met once on 24 th March 2026 and other details of the meetings are given below in the Report.

Name of the Director Attended	Designation	No. of Meeting eligible to Attend	No. of Meeting attended
Mr. Mohit Manoharlal Ganeshani	Chairman	1	1
Mr. Akash Surendra Singhai	Member	1	1
Mr. Samit Surendra Singhai	Member	1	1

The Company expresses satisfaction with the Companys performance in dealing with investor grievance. The Company has not received any complaint during the year. Hence there were no complaints outstanding as on March 31, 2026.

Each of the said committee has been mandated to operate within a given framework.

The Company has established a vigil mechanism/Whistle Blower Policy and oversee through the committee, the genuine concerns expressed by the employees and other Directors. Besides, as per the requirement of Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company ensures to make employees aware of such Whistle Blower Policy to report instances of leak of unpublished price sensitive information. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee and there was no such reporting during the FY 2025-26. The policy of vigil mechanism is available on the Companys website and can be accessed at:

AUDITORS

Statutory Auditors:

M/s NDAA & Associates LLP, Chartered Accountants, (FRN: 129486W) are appointed as as statutory auditor of the company for a term of 5 years starting till the conclusion of Annual General Meeting to be held in the year 2029.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditor in their report has not made any qualifications, reservations, or adverse remarks for the FY 2025-26.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s D.S Momaya & Co LLP (CP No. 7885). Practicing Company Secretaries, were appointed as the Secretarial Auditor to undertake Secretarial Audit of the Company for the FY 2025-26. The Secretarial Audit Report (MR-3) for the FY 2025-26 as required under the Act, is set out in Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, M/s. Dr. CA Snehal Madhur Zanwar Chartered Accountants., were appointed as Internal Auditors to undertake internal audit of the Company for FY 2025-26.

The Internal Audit Report does not contain any qualification, reservation, or adverse remark. Cost auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has in place an adequate internal financial control framework commensurate with the size, scale and complexity of its operations with reference to financial and operating controls, ensuring the orderly and efficient conduct of business operations, adherence to policies, safeguarding of assets and fraud prevention.

During FY 2025-26, such controls were tested and found to be effective, with no significant weakness identified. The Directors have in the Directors Responsibility Statement confirmed the same to this effect.

DIVIDEND DISTRIBUTION POLICY

The provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which require the formulation of

a Dividend Distribution Policy, are not applicable to the Company as it does not fall within the criteria of the top 1,000 listed entities based on market capitalization.

RISK MANAGEMENT

The Companys risk management framework is in line with the current best practices and effectively addresses the emerging challenges in a dynamic business environment. The company as on date of this report does not face any operational, economical, inflationary, or other risks which in the opinion of the Board may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Section 135 of the Companies Act, 2013, the provisions of Corporate Social Responsibility are applicable to a Company having: (a) net worth of Rs. 500 crore or more; (b) turnover of Rs. 1,000 crore or more; (c) net profit of Rs. 5 crore or more. Based on this, the provisions of CSR are not applicable to the Company for FY 2025-26. The Company will assess the applicability of CSR provisions in future years.

RELATED PARTY TRANSACTIONS

All contracts or arrangements or transactions entered by the Company with the Related Parties during the financial year were in compliance with the applicable provisions of the Act. All such contracts or arrangements were entered into in the ordinary course of business and at arms length basis and approved by the Audit Committee. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed as Annexure D. Details of related party transactions entered into by the Company, in terms of Ind AS-18 have been disclosed in the notes to the Standalone/Consolidated Financial Statements of the Company.

The Company has in place a Related Party Transactions Policy, which is available on the Companys website at:

As per the said Policy, all Related Party Transactions are pre-approved by the Independent Directors, Audit Committee and Board, as and when required as per the requirements under the Act. The details of actual transactions are reviewed by the Audit Committee on a quarterly basis. Material transactions, if any, with the Related Parties are pre-approved by the Shareholders.

EMPLOYEE STOCK OPTION PLAN

The Company has in place Employee Stock Option Plan 2025 (the Scheme) to issue the employee stock options to the eligible employees of the Company as per the Scheme.

Below are the details related to ESOPs as on 31 st March, 2026:

(a) options granted: Nil

(b) options vested: Nil

(c) options exercised: Nil

(d) the total number of shares arising as a result of exercise of options: Nil

(e) options lapsed: Nil

(f) the exercise price: INR 10/- per option

(g) variation in terms of options: As per the scheme

(h) money realised by exercise of options: Not applicable

(i) total number of options in force: 100,000

(j) employee wise details of options granted to:

(k) Key Managerial Personnel; Nil

(i) any other employee who receives a grant of options in any one year of options amounting to five percent or more of total options granted during that year; Nil

(ii) identified employees who were granted options, during any one year, equal to or exceeding one percent of the issued capital, excluding outstanding warrants and conversions, of the company at the time of grant: Nil

The Company is committed to provide a healthy environment to all the employees and thus does not tolerate any sexual harassment at workplace. The Company has in place, Policy on Prevention, Prohibition and Redressal of Sexual Harassment. The policy aims to provide protection to employees at the workplace and preventing and redressing complaints of sexual harassment and it covers matters connected or incidental thereto. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Appropriate training under POSH is imparted to employees regularly. During the year under review the Company has not received any compliant of sexual harassment.

• Number of complaints received, disposed, & pending over 90 days. - NIL

• Number of Complaints disposed off during the year - Not Applicable

• Number of cases pending for more than ninety days - NIL

MATERNITY BENEFIT

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

During the reporting period, no such valuation has been conducted.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review and till date of this Report, the Company has neither made any application against anyone nor are any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information on Conservation of Energy, Technology Absorption and 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 is provided in Annexure E to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March, 2026.

I MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments that could affect the financial position of the Company between the end of the Financial Year to which the Financial Statements relate and the date of this report.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There have been no significant material orders passed by Regulators, Courts, or Tribunals that would impact the going concern status of the Company and its future operations.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return (Form MGT-7) is placed on the Companys website and is accessible at .

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure F to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3) of the Act, your Directors, to the best of their knowledge and belief, confirm that:

(a) in the preparation of the Annual Accounts for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed and there are no material departures;

(b) the Directors have selected appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

(c) 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;

(d) the Directors have prepared the Annual Accounts on a going concern basis;

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

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

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares which are lying in demat suspense account/ unclaimed suspense account as on 31st March, 2026.

REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, Bigshare Services Private Limited is the Registrar and Transfer Agent of the Company.

GENDER-WISE 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: 90

Female Employees: 4 Transgender Employees: NIL

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

GENERAL

Your directors state that: -

I. There are no instances of fraud reported by the Auditors under Section 143(12) during the Financial Year ended 31st March, 2026.

II. The Company has not issued any shares with differential voting rights as per the Act.

III. The Company has not issued any sweat equity shares under the Act.

IV. There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

V. The company has not paid any remuneration or commission to Managing Director or the Whole-time Directors of the Company from any of the subsidiary companies of the Company.

VI. The Board of Directors have appointed Mr. Samit Surendra Singhai, as the Designated Person responsible for furnishing and extending cooperation to the Registrar or any other authorized officer regarding the provision of information related to the beneficial interest in shares of the Company.

Your Company has been able to operate responsibly and efficiently because of the culture of professionalism, creativity, integrity, ethics, good governance and continuous improvement in all functions and areas as well as the efficient utilisation of the Companys resources for sustainable and profitable growth.

Your Directors would like to express their sincere appreciation to its stakeholders, financial institutions, bankers and business associates, Government authorities, customers and vendors for their co-operation and support and looks forward to their continued support in future. Your Directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company.

For and on behalf of the Board of Directors
Kasturi Metal Composite Limited

Samit Surendra Singhai
Managing Director & Chairman
DIN: 00907782
Place: Amravati
Date: 25th August, 2026