KCL Infra Projects Ltd Directors Report

31st Annual Report • Financial Year 2025–26

To,

The Members of

KCL INFRA PROJECTS LIMITED

The Board of Directors hereby submits the report of the business and operations of your company ("the Company" or "KCL Infra Projects limited") along with the audited financial statements, for the financial year ended 31st March, 2026.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year ended 31st March, 2026 is summarized below: -

(in Lakhs)

Particulars	Current year (2025-26)	Previous Year (2024-25)
Revenue from Operation (Including other Operating Income)	5,880.37	1,217.05
Other Income	374.69	316.17
Total Income	6,255.06	1,533.22
Expenses (other than Finance Cost)	5,951.20	1,402.01
Finance Cost	53.81	57.43
Total Expenses	6,005.01	1,459.44
Profit Before Tax	250.04	73.79
Less: Current Tax	83.67	19.18
Deferred Tax	0.29	(0.02)
Income tax for Earlier Year	0.12	2.55
Profit/(Loss) after Tax	165.96	52.07
Surplus brought forward from previous years	513.61	461.54
Amount available for appropriations	679.57	513.61
Earnings per share(T):
Basic	0.10	0.03
Diluted	0.10	0.03

2. STATE OF COMPANYS AFFAIRS:

Despite of difficult market conditions, healthy competition in the market and lack of interest of the investors, the performance of our Company has been satisfactory and has been able to achieve the healthy growth for its stakeholders. The performance evaluations of the Company are as under;

Revenue: During the financial year 2025-26, the revenue of the Company has increased from Rs. 1,533.22 Lacs to Rs. 6,255.06 Lacs.

Expenses: In Financial Year ended 31st March, 2026, Purchases and all the expense of the Company has increased from Rs. 1,459.44 Lacs to Rs. 6,005.01 Lacs as compared to the previous financial year ended on 31st March, 2025. Also, the finance cost of the Company is decreased by Rs. 3.62 Lacs as compared to the previous financial year 2024- 25.

Depreciation: Depreciation decreased from Rs. 6.51 Lacs to Rs. 4.67 Lacs in the current year. Depreciation is in accordance with the provision of Schedule II of the Act.

Profit before Tax: In the financial year 2025-26 the profit before tax of the Company has increased to Rs. 250.04 Lacs from Rs. 73.79 Lacs as compared to previous financial year 2024-25.

Earnings per share: Basic & diluted Earnings per share (EPS) is Rs. 0.10 per share as against Rs. 0.03 per share in the previous year.

Tax Expenses: In financial year 2025-2026, the tax expenses have increased to Rs. 84.08 Lacs as compared to Rs. 21.72 Lacs in the previous financial year 2024-2025.

Tax Expenses:	Increase /(Decrease)	Increase/(Decrease) in %
Current Tax	83.67	336.24%

3. CHANGE IN NATURE OF BUSINESS:

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

4. SHARE CAPITAL:

The equity shares of the Company are presently listed on BSE Limited.

The authorized share capital of the Company as on 31st March, 2026 was Rs85,00,00,000 (Rupees Eighty-Five Crore only) divided into 42,50,00,000 equity shares of Rs2/- each.

The issued, subscribed and paid-up equity share capital of the Company as on 31st March, 2026 stood at Rs33,78,23,726 (Rupees Thirty-Three Crore Seventy-Eight Lakh Twenty-Three Thousand Seven Hundred and Twenty-Six only) divided into 16,89,11,863 equity shares of Rs2/- each.

During the financial year ended 31st March, 2026, there was no change in the authorized, issued, subscribed and paid-up share capital of the Company.

The equity shares of the Company continue to be listed on BSE Limited, and the annual listing fees for the financial year 2025–26 have been paid to the stock exchange.

Further the company has not issued any shares with differential voting rights, sweats equity shares, Bonus Shares and also not granted stock options as prescribed in Companies Act, 2013 and rules framed there under.

5. DIVIDEND:

Your directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits in the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended 31st March, 2026.

6. TRANSFER TO RESERVES:

The Board of Directors has transferred the profit for the year i.e., Rs. 165.96 Lacs to the Reserve during the financial year ended 31st March, 2026. The closing balance of the reserve and surplus stands at Rs. 2,303.60 Lacs for the financial year ended 31st March, 2026.

7. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 ("the Act"), read with the applicable provisions of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for the Financial Year 2025-26 is available on the website of the Company at: https://kclinfra.com/annual-returns/.

The Extract of Annual Return in Form MGT-9 is omitted by the Companies (Amendment) Act, 2017 with effect from 28th August 2020. Hence Form MGT-9 is not attached with this Board Report.

8. DIRECTORS RESPONSIBILITY STATEMENT:

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, directors, to the best of their knowledge and belief, state that

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

ii. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of its Profit for the year ended on that date;

iii. they 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;

iv. they have prepared the annual accounts for the year ended 31st March, 2026 on a ‘going concern basis;

v. they have laid down internal financial controls, which are adequate and are operating effectively; and

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

9. DIRECTORS AND KEY MANAGERIAL PERSON:

During the financial year under review, the composition of the Board and the Key Managerial Personnel was in compliance with the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014 (including any Statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 of SEBI (LODR) Regulation 2015.

The changes which took place in the composition of the board in Directors and Key Managerial Personnel during the financial year, are set out below:

1. Resignation of Non-Executive Director: Mr. Manoj Kumar Chaurasiya (DIN: 08302587), Non-Executive Director of the Company, resigned from the Directorship of the Company with effect from 14th November, 2025, due to personal commitments. The Board placed on record its sincere appreciation for his valuable guidance, support and contributions during his association with the Company and wished him success in his future endeavours.

2. Resignation of Company Secretary & Compliance Officer: Mrs. Shivani Gupta resigned from the position of Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 1st January, 2026, to pursue an alternate career opportunity outside the Organization.

3. Appointment of Company Secretary & Compliance Officer: Ms. Rupal Samdani (Membership No. ACS 66064) was appointed as the Company Secretary, Compliance Officer and Key Managerial Personnel of the Company with effect from 1st April, 2026, in place of Mrs. Shivani Gupta

The composition of Board of Director and Key Managerial Personnel as on financial year ending 31st March, 2026 is as follows:

Sr. No.	Key Managerial Person	DIN/PAN	Designation	Date of appointment	Date of Re-appointment
1	Mr. Mohan Jhawar	00495473	Managing Director	06/10/2005	30/09/2025
2	Mrs. Devyani Chhajed	10276186	Non-Executive Independent Women Director	30/09/2023	-
3.	Mr. Sameer Awasthi	10733089	Non-Executive Independent Director	09/09/2024	-
4	Mr. Rahul Khande	08095192	Executive Director	30/03/2018	-
5	Mr. Moeenuddin Makrani	08546964	Non-Executive Director	14/02/2020	-
6	Mr. Sunny Khande	EJXPK8836E	Chief Financial Officer	16/05/2016	-
7	Ms. Rupal Samdani	CKCP83619H	Company Secretary	01/04/2026	-

There were no changes which took place in the composition of the board of Directors and Key Managerial Personnel after the end of the financial year but before the date report of the report.

10. MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year under review, the Board met at regular intervals in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The following Meetings of the Board of Directors were held during the Financial Year 2025-26:

Sr. No.	Date of Meeting	Board Strength	No. of Director Present
1	30-05-2025	6	6
2	24-06-2025	6	6
3	14-08-2025	6	6
4	05-09-2025	6	6
5	14-11-2025	5	5
6	14-02-2026	5	5

11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has in place a familiarization programme for its Independent Directors in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Directors will be introduced to all the Board members and the senior management personnel such as Chief Financial Officer, Company Secretary and various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as director. And meeting may be arranged for the Independent Directors with aforesaid officials to better understand the business and operation of the Company.

As a part of continuous updating and familiarization with the Company, every Independent Director will be taken for visits to the factory or manufacturing units and other branch of the company where the officials of the various departments apprise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality etc. The Company may also circulate news and articles related to the industry from time to time and may provide specific regulatory updates.

12. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). In the opinion of the Board, all Independent Directors possess integrity, expertise and experience, including proficiency, as required under the applicable law.

13. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rahul Khande (DIN: 08095192), Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

The proposal for his re-appointment as Director of the Company is included in the Notice of the ensuing Annual General Meeting for consideration and approval of the Members.

14. BOARD COMMITTEE:

Pursuant to the provisions of Section 177 and Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the following Board Committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Risk Management Committee; and

e) Management Committee;

The composition, terms of reference, meetings and other details of the aforesaid Committees are provided in the ‘Corporate Governance Report which forms part of this Annual Report and is presented as a separate section of the Annual Report.

15. AUDIT COMMITTEE:

The Audit Committee of the Board is duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year under review, the Audit Committee met at regular intervals, as and when required, to discharge its functions and responsibilities. The Committee, inter alia, reviewed the adequacy and effectiveness of the Companys internal financial controls and internal control systems, the reports of the Internal Auditors, compliance with applicable statutory and regulatory requirements, and the financial statements of the Company before recommending the same to the Board for its approval.

All the recommendations made by the Audit Committee during the financial year were accepted by the Board of Directors.

16. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is constituted 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. During the financial year under review, the Committee reviewed and recommended matters relating to the appointment, re-appointment, remuneration and performance evaluation of Directors, Key Managerial Personnel and Senior Management Personnel in accordance with the applicable statutory provisions.

All the recommendations made by the Nomination and Remuneration Committee during the financial year were accepted by the Board of Directors.

17. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee oversees the redressal of grievances of the security holders of the Company and ensures prompt and effective investor services in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the Committee monitored investor-related matters and the functioning of the Companys investor grievance redressal mechanism.

No investor grievance remained pending as on 31st March, 2026, as confirmed by the Companys Registrar and Share Transfer Agent.

18. RISK MANAGEMENT COMMITTEE:

The Company has constituted a Risk Management Committee in accordance with the requirements of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year under review, the Committee met at regular intervals, as required in order to discharge its responsibilities relating to the oversight of the Companys risk management framework, including identification, assessment, monitoring and mitigation of key business risks.

The Committee also reviewed the effectiveness of the risk management systems and processes and recommended appropriate measures, wherever considered necessary.

19. MANAGEMENT COMMITTEE:

To ensure ease of doing business and smooth flow of day-to-day business transactions, the Company has constituted a Management Committee comprising members of the Board and/or senior management. The Committee assists in overseeing routine business matters, facilitating timely decision-making and ensuring effective coordination across various functions of the Company.

The Committee operates within the authority delegated to it by the Board of Directors and reports significant matters, wherever required, to the Board for its consideration and approval.

20. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on 31st March, 2026. Hence, your Company is not required to adopt the CSR Policy or constitute CSR Committee during the year under review.

21. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued there under, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2025-26.

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non- executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

22. RISK MANAGEMENT AND ITS POLICY:

In the present dynamic business environment, effective risk management is an integral part of the Companys business operations. The Company has established a comprehensive Risk Management framework for identifying, assessing, monitoring and mitigating various risks that may affect its business, operations, financial performance and objectives.

The Companys Risk Management Policy provides a structured approach for identification and assessment of significant risks, evaluation of their potential impact, and implementation of appropriate mitigation measures. The identified risks are monitored on a continuing basis and appropriate corrective and preventive actions are undertaken to minimise their potential impact on the Companys business.

The Risk Management Committee oversees the implementation and effectiveness of the Companys risk management framework and periodically reviews the significant risks and mitigation measures.

The Risk Management Policy is available on the Companys website at https://kclinfra.com/code-of-conduct-policies/.

23. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Companys internal financial control framework is commensurate with the size and operations of the business and is in line with requirements of the Act. The Companys internal financial controls framework is based on the three lines of defense model. The Company has laid down standard operating procedures and policies to guide the operations of the business. Unit heads are responsible for ensuring compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company.

During the financial year under review, the Board reviewed the adequacy and effectiveness of the internal financial controls and found them to be operating effectively.

24. NOMINATION AND REMUNERATION POLICY:

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

The Policy provides the framework for determining the qualifications, positive attributes and independence of Directors and for remuneration of Directors, Key Managerial Personnel and Senior Management.

The Policy is available on the Companys website at https://kclinfra.com/code-of-conduct-policies/.

25. RELATED PARTY TRANSACTIONS AND ITS POLICY:

The Company has in place a Policy on Related Party Transactions in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy provides the framework for identification, approval, review and monitoring of related party transactions and is available on the Companys website at https://kclinfra.com/code-of-conduct-policies/.

During the financial year under review, the Company entered into transactions with related parties in the ordinary course of business and on an arms length basis were in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of related party transactions as required under the applicable Accounting Standards/Ind AS are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

The related party transactions referred to above, as disclosed in the Financial Statements, do not fall within the ambit of Section 188(1) of the Companies Act, 2013 and, accordingly, the provisions relating to disclosure of such transactions in Form AOC-2 are not applicable to such transactions.

The particulars of contracts or arrangements with related parties, as required under the applicable provisions of the Companies Act, 2013, are provided in Form AOC-2 annexed to this Report as "Annexure-1".

26. STATUTORY AUDITOR:

M/s. Scan & Co., Chartered Accountants (previously known as M/s. M.S. Singhatwadia & Co., Chartered Accountants) were re-appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 30th September, 2024, for a term of five consecutive years, to hold office from the conclusion of that meeting until the conclusion of the Annual General Meeting of the Company to be held in the year 2029.

Board received the resignation of M/s. Scan & Co., Chartered Accountants on 05th September, 2026 and board considered and accepted the Resignation of M/s. Scan & Co., w.e.f. 05th September, 2026.

Further, M/s. C. N. Jain & Co. was recommended by Board in their Meeting held on 05th September, 2026, to be appointed as the Statutory Auditor of the Company, subject to approval of shareholders at the ensuing AGM.

M/s. C. N. Jain & Co., Chartered Accountants (Firm Registration No. 103895W) has been appointed as the Statutory Auditors of the Company at this i.e. 31st Annual General Meeting to be held on 30th September, 2026 for a term of five consecutive years, to hold office from the conclusion of this meeting until the conclusion of the Annual General Meeting of the Company to be held in the year 2031.

Further, the Company has received a written Certificate of eligibility cum Consent letter from C. N. Jain & Co., Chartered Accountants to the effect that their appointment, if made, would be in accordance with the conditions prescribed in section 139 and 141 of the Companies Act 2013 and rules made thereunder. Members are requested to consider their appointment as Auditor of the Company for the period of for a term of five consecutive years, to hold office from the conclusion of that meeting until the conclusion of the Annual General Meeting of the Company to be held in the year 2031.

27. AUDITORS REPORT:

M/s. Scan & Co., Chartered Accountants (previously known as M/s. M.S. Singhatwadia & Co., Chartered Accountants), were the Statutory Auditors of the Company for the financial year ended 31st March, 2026 and conducted the statutory audit of the financial statements of the Company for the said financial year.

The Independent Auditors Report issued by M/s. Scan & Co. on the financial statements of the Company for the financial year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer requiring any explanation or clarification from the Board of Directors. The Notes to the Financial Statements referred to in the Independent Auditors Report are self-explanatory and, therefore, do not call for any further explanation or clarification by the Board.

The Independent Auditors Report for the financial year ended 31st March, 2026 forms part of this Annual Report and is placed before the Members for their information and consideration.

28. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, CS Asha Bhachawat from M/s. Asha and associates, Practising Company Secretary (M. No. F12717, C.P. No. 20718), was appointed as the Secretarial Auditor of the Company by the Members at the AGM held on 30th September, 2025, for a term of five consecutive financial years commencing from FY 2025-26.

29. SECRETARIAL AUDITOR REPORT:

The Secretarial Audit Report in Form MR-3 for the financial year ended 31st March, 2026, issued by CS Asha Bhachawat from M/s. Asha and associates, Practising Company Secretary, forms part of this Annual Report and is annexed to the Boards Report as "Annexure-2".

The Secretarial Audit Report for the financial year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation or clarification by the Board of Directors.

30. INTERNAL AUDIT:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors appointed M/s. Jain Tiwaddi & Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2025-26.

The Internal Auditors conduct periodic reviews of the Companys operations, internal controls and processes and submit their reports to the Audit Committee. The Audit Committee reviews the observations and recommendations of the Internal Auditors and monitors the implementation of appropriate corrective measures, wherever required.

31. REPORTING OF FRAUDS:

During the year under review, there have been no instances of frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

32. COST RECORDS:

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 relating to maintenance of cost records and cost audit were not applicable to the Company for the financial year under review.

33. SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Companies Act, 2013. The Company has duly adhered to the provisions of Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), as applicable.

34. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintaining the highest standards of corporate governance and adheres to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Corporate Governance Report, prepared in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is presented as a separate section.

The Compliance Certificate on Corporate Governance, issued in accordance with Regulation 34(3) read with Schedule V (Part E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is also placed separately following the Corporate Governance Report and forms part of this Annual Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the financial year under review, prepared in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is presented as a separate section of the Annual Report.

36. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year ending 31st March, 2026.

37. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiary under Section 2(87), associate company under Section 2(6) of the Companies Act, 2013, or any joint venture as on 31st March, 2026. Accordingly, the disclosure relating to their performance and financial position is not applicable.

38. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR:

During the year under review, no companies have become or ceased to be subsidiary, joint venture and/or Associates of the company.

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The disclosures as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, in respect of conservation of energy and technology absorption are not applicable to the Company considering the nature of its business and operations during the year under review.

40. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange earnings and foreign exchange outgo during the year under review.

41. FIXED DEPOSITS/DEPOSITS:

During the year under review your Company has not accepted or invited any fixed deposits from the public and there were no outstanding fixed deposits from the public as on the Balance Sheet date.

Our Company has not accepted deposit from the public falling with in the ambit of Section 73 of the Companies Act, 2013 along with Companies (Acceptance of Deposits) rules, 2014.

42. PARTICULARS OF LOANS, GUARANTEES OR/AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are disclosed in the notes forming part of the Financial Statements. (Please refer to Note No. 2 and 3 to the standalone Financial Statement).

43. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company occurred during the financial year to which this financial statement relates, except as mentioned below:

- Change in Registered Office of the Company:

The Board of Directors, at its meeting held on 14th February, 2026, approved the shifting of the registered office of the Company, with effect from 15th February, 2026 within the local limits of the State of Maharashtra, from:

"B-3/204, Saket Complex, Thane (West), Thane – 400601, Maharashtra" to "606, 6th Floor, Reliable Business Centre, New Link Road, Anand Nagar, Oshiwara, Jogeshwari West, Mumbai – 400102, Maharashtra"

The necessary statutory filings and compliances in this regard have been completed in accordance with the applicable provisions of the Companies Act, 2013.

Further, there are no material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relates and on the date of this report.

44. PARTICULARS OF EMPLOYEES AND DISCLOSURES RELATING TO REMUNERATION:

The disclosures 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 provided in "Annexure-3" forming part of this Report.

The Company affirms that the remuneration paid to its Directors, Key Managerial Personnel and employees during the financial year was in accordance with the Nomination and Remuneration Policy of the Company.

45. 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 31st March, 2026.

Male Employees: 08

Female Employees: 06

Transgender Employees: 0

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

46. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, AND REDRESSAL) ACT, 2013:

Our Company is committed to provide the healthy environment to all its employees, the company has in place a Prevention of the Sexual Harassment Policy and an Internal complaints redressal mechanism as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In compliance with the Companies (Accounts) Second Amendment Rules, 2025 with regard to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company hereby discloses the following details for the financial year 2025–26:

(a) Number of complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year: Nil

(c) Number of cases pending for more than ninety days: Nil

The Policy on Prevention of Sexual Harassment at Workplace is available on the Companys website at https://kclinfra.com/code-of-conduct-policies/.

47. STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it is in compliance with all applicable provisions of the Maternity Benefit Act, 1961, including but not limited to paid maternity leave, work-from-home provisions (where applicable), cr?che facility (where required), and protection against dismissal during maternity leave. The company also aims at creating a supportive and inclusive workplace that promotes the health, well-being, and dignity of women employees during and post maternity and remains committed to fostering a compliant, equitable, and employee-friendly environment in line with the intent and spirit of the Maternity Benefit Act, 1961.

48. TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF):

As per the provisions of section 125 of the Companies Act 2013 and as per the rule 3 of the Investor Education and Protection Fund (awareness and protection of investors) Rules, 2001, there were no amounts required to be transferred to the Investor Education and Protection Fund pursuant to the provisions of the Companies Act, 2013.

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

During the Financial Year 2025-26, the Company has not made any settlement with its Bankers from which it has accepted any term loan.

50. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the financial year 2025-26, there were no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

51. APPLICATION OR PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There is no application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of onetime settlement with any Bank or Financial Institution.

52. CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015:

Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 the Board to Directors has formulated and adopted the "Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company.

The Board has also formulated and adopted "Code of Conduct for Prohibition of Insider Trading (Code of Conduct) of the company as prescribed under Regulation 9 of the said Regulation.

53. DISCLOSURE REQUIREMENTS:

- As per the Provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 entered into with the stock exchanges, corporate governance report with auditors certificate there on and management discussion and analysis are attached, which form part of this report.

- Details of the familiarization programme of the investor independent directors are available on the website of the Company at https://kclinfra.com/code-of-conduct-policies/.

- The Company has formulated and published a Vigil Mechanism/Whistle-Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The mechanism enables Directors and employees to report genuine concerns and provides adequate safeguards against victimization.

The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. The whistleblowing Policy is available on the companys website at https://kclinfra.com/code-of-conduct-policies/.

54. DISCLOSURE UNDER SECTION 164 (2):

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164 (2) of the Companies Act, 2013.

55. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations. The company has designated Mr. Mohan Jhawar (DIN: 00495473), Managing Director of the Company as Designated person.

56. IMPLEMENTATION OF CORPORATE ACTION:

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

57. PARTICIPATION IN THE GREEN INITIATIVE:

Our Company continues to wholeheartedly participate in the Green Initiative under taken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to their Depository Participant.

58. ACKNOWLEDGEMENTS:

The Board of Directors of your Company acknowledges their sincere appreciation for the support extended by the statutory authorities, the stock exchanges, advisors, shareholders and staff of the Company for the valuable assistance, support and co-operation extended to the Company and continuous support and faith reposed in the Company.

BY ORDER OF THE BOARD

KCL INFRA PROJECTS LIMITED

Sd/-

MOHAN JHAWAR

MANAGING DIRECTOR

DIN: 00495473

Sd/-

RAHUL KHANDE

DIRECTOR

DIN: 08095192

DATE: 05.09.2026

PLACE: MUMBAI