KDDL Ltd Directors Report

Dear Members,

Your directors present this 45th Annual Report together with the Audited Accounts of the Company for the financial year ended 31 st March 2025.

OPERATIONS AND PROSPECTS

Financial Results (Standalone and Consolidated)

The summary of operating results for the year 2024-25 and the previous 2 years is given below:

	Amount in Rs millions
Particulars	Standalone			Consolidated
	2024-25	2023-24	2022-23	2024-25	2023-24	2022-23
Income- Operational	3,836.4	3,599.2	3..139.1	16,945.7	14,197.7	11,387.6
Income- Investment	-	1,937.7	497.0	-		-
Total Income	3,836.4	5.537.0	3,636.1	16,945.7	14,197.7	11,387.6
Profit before interest, depreciation and exceptional item	886.3	2,767.2	1,104.6	3,069.7	2,766.4	1,804.6
Less: Finance Cost	109.0	88.5	85.1	314.2	262.2	239.6
Gross Profit	777.3	2,678.7	1,019.5	2,755.5	2,504.2	1,565.0
Less: Depreciation and amortisation	187.6	138.6	127.1	861.1	649.3	493.9
Profit before Share of Profit of an associate	589.7	2,540.1	892.4	1,894.4	1,854.9	1,071.1
Share of Profit of an associate	-	-	-	0.7	7.4	5.0
Profit Before tax	589.7	2,540.1	8924	1,944.7	1,862.3	1,076.0
Less: Tax Expense	97.3	339.6	200.1	521.8	487.8	306.2
Net Profit / (Loss) for the Year	492.4	2,200.5	692.3	1,422.9	1,374.5	769.8
Other Comprehensive Income / (Loss) (OCI)	(7.4)	(9.0)	(1.6)	25.66	(14.1)	(4.8)
Total Comprehensive Income / (Loss) for the period	485.0	2,191.5	690.7	1,448.5	1,360.4	765.0

PERFORMANCE AND PROJECTIONS

The overall performance for the financial year 2024-25 was strong, exceeding the previous years results. The various business segments delivered mixed performances. The luxury watch retail business achieved significant revenue and profitability growth. Conversely, the watch component manufacturing business for the Swiss market remained under sustained pressure, negatively impacting overall watch component revenues. olio, though its Despite this, manufacturing revenues as a whole improved compared to the previous year, supported by robust growth in the precision stamping business and the commencement of commercial production in the watch bracelets division in October 2024. During the year, the Company achieved consolidated sales revenue of Rs. 16,945.7 million, compared to Rs. 14,197.7 million in the previous year an impressive growth of 19.4%. Profit before tax (PBT) increased from Rs. 1,862.3 million to Rs. 1,944.7 million, registering a growth of 4.4%.

On a standalone basis, sales revenue rose by 6.6% to Rs. 3,836.4 million, compared to Rs. 3,599.2 million in the previous year. The Company reported a standalone PBT of Rs. 589.7 million, compared with Rs. 2,540.1 million in the previous year and net profit after tax (PAT) of Rs. 492.4 million, compared to Rs. 2,200.5 million in the previous year However, it is pertinent to note that in the previous year the Company earned a non-operations profit of Rs. 1,937.7 from the sale of assets, which was a one-time exceptional income.

MANUFACTURING BUSINESS SEGMENTS

The watch component business remained the largest revenue contributor within the manufacturing share declined from 69% to 55% due to a significant slowdown in the global watch market, while and the Companys other manufacturing businesses namely precision engineering and packaging showed strong growth. Additionally, the newly commissioned watch bracelets unit, which began production in the second half of the year, contributed approximately 4% to manufacturing revenues.

The Swiss watch business contracted in 2024 after three years of post-Covid rebound, with Swiss exports declining 2.8% in value terms (CHF), marking seven consecutive quarters of decline since the second half of calendar year 2023. The total number of units exported in 2024 fell by 9.4% compared to 2023, with the steepest declines coming from Greater China and Europe.

The year 2025 began with cautious optimism among major brands and customers, with expectations that trade and non-trade barriers particularly from the US will be resolved by the end of the year, paving the way for recovery and growth. In welcome contrast, the domestic watch market showed clear of recovery, following sluggish demand in the previous year. The Company remains focused on premiumisation and supplying high-value, complex-featured products tailored to customer requirements.

Revenue from the watch components business declined by 17.1%, following a growth of 10.8% in the previous year. While domestic market sales improved by 14.7% (which had declined 7.3% in the prior year), it could not compensate the sharp decline in export sales of watch components of 26.2% (which had grown by 17.3% in the prior year).

The precision stamping business emerged as the second-largest contributor to manufacturing revenue, increasing its share from 26% to 37%. Revenue growth was driven by the Companys efforts to build high-potential accounts in selected precision component markets. The Company has upgraded its technical capabilities, expanded its product range, and extended its reach into new geographies positioning itself for sustainable growth in the coming years. The ornamental packaging business recorded revenue growth of 12.7%, compared to 18.1% in the previous year. During the year, commercial production commenced at the new Panchkula, Haryana. With a capacity of 1,00,000 premium boxes per month, this facility caters exclusively to high-end customers. The watch bracelet unit began commercial production in October 2024 and is currently ramping up volumes. With an annual capacity of 75,000 high-end units, it will serve leading Swiss watchmakers. Initial customer feedback has been highly encouraging, prompting consideration for earlier-than-planned capacity expansion.

PROSPECTS for the Exports of watch components are expected to recover gradually. The domestic watch market is likely to sustain its growth trajectory, offering opportunities to increase market share. Overall revenue from the watch components business is projected to improve by 8-10%, driven by higher volumes and improved average realisations.

Strategic marketing initiatives, including enhanced digital presence to showcase new products andof shares held features, will by Kamlabe key drivers. Manufacturing excellence will remain a priority, with a focus on Guaranteed Delivery Dates (GDD), quality, and Turnaround Time (TAT).

Revenues from the watch bracelet business are expected to increase steadily as production ramps up, while expanded capacity in the ornamental packaging business is projected to deliver over 25% growth in that segment. Precision stamping revenues are expected to grow steadily, supported by market diversification, customer acquisition,and a strong reputation for quality and technical capability.

ETHOS LIMITED

During 2024-25, Ethos Limited delivered a robust financial performance, underscoring the strength of its business strategy, execution excellence, and the watch portfolio. The Company reported a standalone turnover of Rs. 12,765.14 million, representing strong year-on-year growth from Rs. 10,200.94 million in 2023-24. This growth was supported by an increase in premium watch sales and a higher contribution from the Certified Pre-Owned (CPO) business.

Despite inflationary pressures and global uncertainties, the Company improved its Profit Before Tax (PBT) to Rs. 1,315.53 million and its Profit Operationally, Ethos expanded its retail footprint to 73 stores across 26 cities, enhanced its omnichannel capabilities,and secured new brand partnerships to strengthen its luxury and high-luxury offerings. These initiatives resulted in higher footfalls, increased average transaction values, and stronger customer retention. withlargemultinational corporationsand Overall, the performance reflects backed by strategic expansion, customer-centricity, and a resilient supply chain. The management remains focused on long-term value creation through

Pylania SA

In 2024-25, Pylania SAs operations unit in slowdown in the Swiss watch industry. The Company maintained its diversified revenue streams including partial watch components, trading in watch components and accessories, and providing consultancy and advisory services.

Revenue declined from CHF 2.33 million to CHF 1.58 million, a reduction of 32% compared to the previous year. before tax fell from CHF 0.26 million to CHF 0.22 million, primarily due to reduced revenue.

As part of its growth strategy, Pylania SA has initiated infrastructure development and product design capabilities of high-end, precious stone watch dials targeted at premium Swiss watch brands.

During the year, Pylania SA extended additionalloans of CHF 0.562 million to Estima AG. As of 31st March 2025, the cumulative loans including subordinated loans stood at CHF 3.482 million. Pylania SA became a direct 100% subsidiary of KDDL Limited, following the acquisition Holdings SA, in accordance with an independent valuation.

Estima AG

For the fiscal year 2024-25, Estima AG CHF 2,933 million. This represents a 29% decline compared to the previous year, mainly due the slowdown in the Swiss watch industry. The operating loss increased from CHF 0.553 million to CHF 1.038 million.

Despite the challenging market, the management remains will lead confident that an improvement in Swiss market conditions to a healthier order pipeline and eventual profitability.

During the year,EstimaAG invested in strengthening its team, acquiring selected machinery for high-quality and complex features, and recruiting skilled professionals for critical roles. The inhigh Company also benefitted from ongoing technical guidance and support from the parent company.

Kamla International Holdings SA (KIH)

KIH, a wholly owned subsidiary of KDDL Limited, operates as a special-purpose vehicle for strategic overseas investments. During the year, KIH transferred its 62.5% equity holding in Pylania SA to KDDL Limited.

KIH continues to hold a 70% equity stake in Estima AG. In loans, including subordinated 2024-25, it extended additional loans, amounting to CHF 0.810 million to Estima AG and CHF 0. million to Pylania SA.

Kamla Tesio Dials Limited (KTDL)

KTDL, a subsidiary of KDDL Limited, is engaged in the assembly of watch dials under job contracts for the parent company. In 2024-25, it reported revenue of Rs. 21.7 million and PBT of Rs. 5.6 million, compared to Rs. 14.1 million and PBT of Rs. 0.6 million in the previous year.

Mahen Distribution Limited and will be subject at source. The book closure date MDL, a wholly owned subsidiary of KDDL Limited, is engaged in workforce recruitment, staffing, and managerial services. However, these services were suspended for most of 2024 25, as the Company evaluates alternative revenue and growth opportunities. During the year, revenue from manpower services fell to Rs. 6.8 million from Rs. 34.8 million in the prior year. MDL generated significant interest income from surplus funds arising from the sale of its investment in Ethos Limited. Other income rose sharply to Rs. 114.7 million from Rs. 8.8 million in the previous year. As a result, MDLs PBT increased to Rs. 108.6 million, compared to Rs. 6.7 million in 2023-24.

Silvercity Brands AG (SCB)

SSCB is engaged in the design, development, assembly, and distribution of watches under the iconic "Favre Leuba" brand. In er viathe stockexchange 2024 25, SCB recorded revenue of CHF 1.286 million, compared to CHF 0.113 million in the previous year. The Company reported a loss of CHF 0.415 million, compared to a loss of CHF 0.105 million in the prior year.

Management has ambitiousplans for the brands global growth and remains confident about expanding Favre Leubas presence in the years ahead.

OTHER SUBSIDIARIES

(a) ArtisanWatch Products Private Limited: The company was incorporated on 19th March 2025 as a 80% subsidiary of KDDL Limited with Mr. Yashovardhan Saboo, Promoter and Chairman & Managing Director, holding the remaining end 20%. The subsidiary aims to expand capabilities artisanal watch components. Operations commence in 2025-26.

(b) Silvercity Brands AG : Mahen Distribution Limited acquired 8,74,000 fully paid-up equity shares of CHF 1 each in SCB, increasing KDDL Limiteds total equity holding to 93.07% constituted by direct holding of 20.78%; indirect holding through subsidiary Ethos Limited of 33.88% and through subsidiary Mahen Distribution Limited of 38.42%. c) Pylania SA (ownership change): KDDL Limited acquired 12,450 equity shares of Pylania SA from KIH, making Pylania SA a wholly owned subsidiary.

DIVIDEND

The Board of Directors, at its meeting on 19th May, 2025, recommended a final dividend of Rs. 5 per equity share of Rs. 10 each (fully paid-up) for the financial year ended 31st March, 2025. Payment of the dividend is subject to approval by shareholders at the forthcoming Annual General Meeting forto applicable tax deduction determining eligible shareholder is Tuesday, 9th September, 2025. This recommendation is in line with the Companys Dividend Distribution Policy, available at: https://www.kddl.com/wp-content/uploads/PDF/Dividend%20 Distribution%20Policy.pdf

TRANSFER TO RESERVES

The Board does not propose to transfer any amount to the General Reserve for the year under review.

BUY BACK OF SHARES

DDuring 2024-25, the Company bought back 2,37,837 fully paid-up equity shares of Rs. 10 each, representing1.90% of the paid-up equitysharecapital,throughatender mechanism, at Rs. 3,700 per share. The total buy-back outlay was Rs. 87,99,96,900, representing 22.35% and 12.06% of the aggregate of fully paid-up share capital and free reserves as per the latest audited standalone and consolidated financial statements as of 31st March, 2024.

SHARE CAPITAL

Following the buy-back, the subscribed and paid-up share capital reduced from Rs. 12,53,71,170 (1,25,37,117 equity shares of Rs. 10 each) to Rs. 12,29,92,800 (1,22,99,280 equity shares of Rs. 10 each). There was no change in authorised share capital, and diff theCompanyhasnotissuedshareswith yearandthedateofthe report. Also, there has

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013, Regulation 33 of the SEBI Listing Regulations, and applicable accounting standards, consolidated financial statements of the Company, including its subsidiaries, form an integral part of this Annual Report. Pursuant to Section 129(3) of the Act, a statement containing salient features of the Financial Statements of each of the subsidiaries, associates and JV Companies in the prescribed Form AOC-1 as Annexure I forms part of the Annual Report.

CREDIT RATING

During the year under review, ICRA Limited has assigned the following credit rating:

Actio n Instrument Rating
Long term- Fund-based/ Cash Credit	[ICRA]A+(Stable); Reaffirmed
Long term Fund-based/	[ICRA]A+ (Stable); Reaffirmed and
Term Loan	assigned for enhanced amount
Short term- Non-fund Based	[ICRA]A1+; Reaffirmed and assigned for enhanced amount
Fund Based Limits - Others	[ICRA]A+(Stable)/ [ICRA] A1+: assigned
Long term Unallocated	[ICRA]A+ (Stable); Reaffirmed and assigned for enhanced amount

DEPOSITS

The details of deposits covered under Chapter V of the Companies Act, 2013 ("the act") is given hereunder: in terms of

1. Deposits Accepted/ renewed during the year: Rs 19,61,80,000

2. Deposits outstanding at the end of the year: Rs. 32,85,59,000

3. Deposits remained unpaid or unclaimed as at the end of the year: Rs. 4,78,000 4. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: NIL 5. The details of deposits which are not in compliance with the requirements of Chapter: NIL

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL

YEAR AND DATE OF REPORT

There have been no material changes and commitments for the likely impact affecting financial position between end of the nofinancial change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS

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

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The details of loans, guarantees and investments covered under the provisions of Section 186 of the notes to the standalone financial statements of the Company.

RELATED PARTY TRANSACTIONS

All transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactionsand the related party framework formulated and adopted by the Company. All contracts/arrangements/transactionsentered into by the Company during the year under review with related parties were in the ordinary course of business and on arms length basis in terms of provisions of the Act. There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Notes to the standalone financial statements of the Company. Disclosures of relatedpartytransactions 23 of the Listing Regulations submitted to Stock Exchanges for the half year on a consolidated basis, in the specified format -are available on the website of the Company at www.kddl.com.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure II to this Report.

BOARD DIVERSITY

KDDL Limited strongly acknowledges that diversity at the Board level is crucial to its continued success and competitive

The Company emphasizes that true diversity goes beyond gender or ethnicity it encompasses a broad mix of thought, perspective, regional and industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills including expertise in financial, global business, leadership, technology, mergers & acquisitions, Board service, strategy, sales, marketing and otherdomains.TheBoardDiversityPolicyis ation of Directors) Rules, 2014. Qualific core component of the Companys Nomination & Remuneration Policy, demonstrating KDDLs commitment to structured, inclusive leadership and the same is available on our website, at https:// www.kddl.com/wp-content/uploads/PDF/Nomination%20&%20 Remuneration.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time in force), the Directors of the Company state that: (i) in the preparationof the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) 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 the end of the financialyear and of the profit and loss of the Company for that period; (iii) the directors had 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 irregularities; anddetectingfraudandother (iv) the directors had prepared the annual accounts on a going concern basis; and (v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating (vi) 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.

DECLARATION FROM DIRECTORS

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that: they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affectingtheir status as Independent Directors of the Company; they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of Act read with Rule 14(1) of the Companies (Appointment and

DIRECTORS AND KEY MANAGERIAL PERSONNEL (i) Appointment/Re-appointment of Non-Executive Directors:

The Shareholders of the Company at their 44th AGM held on 27th September,2024confirmedthere- appointment of Mr. Jai Vardhan Saboo (DIN: 00025499) who retired by ered himself off rotationat44th AnnualGeneralMeetingand for reappointment. being (ii) Pursuant to the Nominationand recommendations of Remuneration Committee and Audit Committee, the Board of Directors of the Company at its meeting held on 19th May, 2025 appointed Mr. Chitranjan Agarwal (DIN: 00095715) as an Additional Director (Independent) who shall hold office till the date of ensuing Annual General of the Company. The Company sought approval from the Shareholders of the Company by way of Postal Ballot Notice dated 19th July, 2025 for his appointment as an Independent Director for a period of 5 consecutive years commencing from 19th May, 2025 to 18th May, 2030.

(iii) Pursuant to the recommendations of Nomination and Remuneration Committee and Audit Committee, the Board of Directors of the resolutionpassed Company through by circulation on 30th May, 2025 appointed Mr. Anurag Maheshwari (DIN: 02872318), as an Additional Director the date of ensuing (Independent)who shall hold office till Annual General Meeting (AGM) of the Company. The Company sought approval from the Shareholders of the Company by wayofPostalBallotNoticedated 19 th July, 2025 effectively. for his appointment as an Independent Director for a period of 5 consecutive years commencing from 30 th May, 2025 to 29^th May, 2030.

(iv) In accordance with the provisions of Companies Act, 2013, Mrs. Anuradha Saboo (DIN: 01812641) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. Necessary resolution for the re-appointment of Mrs. Anuradha Saboo forms part of the Notice convening 45th Annual General Meeting (AGM). The Board recommends her re-appointment for the approval of the members.

The necessary disclosures required under the Act, the Listing Meetings issued by the Institute of Company Secretaries

India ("ICSI"), for the above-mentioned re-appointment are provided in the Notice of 44 th AGM of the Company.

In the opinion of the Board, all the Directors, as well as the Director proposed to be re-appointed, possess the requisite qualifications, experience and expertise standards of integrity.

During the year under review, the Non-(NEDs) of the Company had no pecuniary relationshipor transactions with the Company, other than received by them for attending the meetings Directors and Committee thereof and/or interest on deposits and dividend payment, if any.

(v) Mr. Anil Khanna and Mrs. Ranjana Agarwal, Independent Directors of the Company ceased to be Directors w.e.f 6^th August, 2024, upon completion of their second term of 5 (Five) consecutive years.

Key Managerial Personnel

Mr. Yashovardhan Saboo Chairman & Managing Director, Mr. Sanjeev Kumar Masown Whole time Director cum Chief Financial Officer and Mr. Brahm Prakash Kumar Key Managerial Personnel of the Company. During the year under review, there were no changes to the Key Managerial Personnel of the Company.

BOARD MEETINGS

During the year under review, 8 (eight) meetings of the Board of Directors were held. The intervening gap between the Meetings was within the period prescribed by the Act and the Listing Regulations.

BOARD COMMITTEES

As on 31st March 2025, the Board has 5 (five) Committees: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk and Stakeholders Relationship During the year, all recommendations Board which were mandatorily required have been accepted by the Board. The compositionand terms of reference of all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the Listing Regulations.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Listing Regulations and in accordance with the manner of evaluation, Board carried out an annual performance evaluation of its own performance, board committees and of the Directors (including Independent Directors). A separate meeting of the Independent Directors was convened during the financial year under review, which, inter alia, reviewed the performance of the

Board as a whole, the non-independent directors and the Chairman of the Company after taking into account the views of Executive and Non-executive Directors, assessed the quality, quantity and timeliness of flow of information between the Management and and hold high the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties and expressed satisfaction over the same.

Directors

NOMINATION AND REMUNERATION POLICY fees

The Company has in place a policy for remuneration, nomination, of the Board of selection and appointment of Directors, KMPs and Senior Management, approved by the Board of Directors. The Policy broadly lays down the guiding principles, criteria and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission), Management. The criteria for the selection of candidates for the above positions considered by the Nomination & Remuneration Committee and the Board of Directors while selecting candidates. The policy details are explained in Corporate Governance Report which forms part of the Annual Report. The policy can also be accessed at https:// Company Secretary, are the www.kddl.com/wp-content/uploads/PDF/KDDL_Remuneration_ Policies.pdf

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities nature of the industry in which the Company operates, business model etc. The details of the training and familiarisation program are posted on the website of the Company and can be accessed at https://www.kddl.com/familiarisation-programme.

BOARD POLICIES

Committee

The various policies that the Board has approved and adopted in . accordance with the requirements set forth by the Act and the SEBI Listing Regulations can be accessed at our website at https:// of the Committees of the www.kddl.com/codes-and-policies/

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to making a positive social impact through its Corporate Social Responsibility (CSR) the areas environmental sustainability, promotingeducation, enhancing vocational skills and promoting healthcare including preventive healthcare.the In this direction and in terms of provisions Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), the Company was required to spend 2% of the average net profits preceding three financial years towards its Corporate Social

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Responsibility (CSR) obligations for the financial year 2024-25 amounting to Rs. 116.62 lacs. However, the Company spent Rs. 86.91 lacs during the saidfinancial resultingin an unspent year, amount of Rs. 29.71 lacs.

Certain CSR projects required more time for evaluation, partner selection, and implementation planning, resultingin unspent funds during the reporting year. In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company has transferred unspent CSR amount relating a separate CSR Unspent Account before 30th April, 2025. The Company is actively taking necessary steps to ensure that the unspent CSR funds are fully utilised towards approved projects within the financial year 2025 26. A annual report on the CSR activities undertaken during the financial st March 2025, in accordance with Section yearended31 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") is set out in Annexure III to this Report. The Companys CSR Policy is available on our website, at https://www.kddl.com/wp-content/ uploads/PDF/ KDDL_CSR_ Policy.pdf.

VIGIL MECHANISM

At KDDL, we are committed to maintaining the highest standards of professional integrity and ethical conduct across all aspects of our business operations.

To support this commitment, the Company has established a robust vigil mechanism through its Whistle Blower Policy, which has been duly approved and adopted by the Board of Directors. The Policy also provides adequate protection to all its stakeholders who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable actionis taken in line with the Companys Whistle Blower Policy. No person is denied access to the Audit Committee.

The Whistleblower Policy is available on our website, at https:// www.kddl.com/wp-content/uploads/PDF/Whisle%20Blower%20 Policy.pdf

RISK MANAGEMENT

The mandatory disclosure of a risk management policy underscores the importance of proactive risk management for the Companys sustainability. Identifying risks that could potentially threaten the Companys existence emphasises the Boards responsibility to consider both immediate and long-term threats to the Companys viability and to implement appropriate mitigation strategies. In order to comply with the above requirements, the Board of Directors has established a Risk Management Committee to oversee the spectrum of organisationalrisks diligently. The Corporate Governance Report, an integral part of this document, provides detailed insights into the committees operations. The committee evaluates the effectiveness of risk mitigation strategies, ensuring they are robust and responsive. In line with this, the Board has endorsed a comprehensive Risk Management Policy, a synopsis of which can be accessed on our website at https:// www. kddl.com/wp-content/uploads/PDF/policies/RCM-19-12-2022.pdf.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Board strongly believes in providing a safe and harassment free workplace for each and every individual toongoingprojectsto working for the Company through various interventions and practices. It is the continuousendeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company periodically conducts sessions for employees across the organisation to build awareness about the Policy and the provisions of the Prevention of Sexual Harassment Act. During the year under review, the Company has not received any complaint related to sexual harassment and accordingly, no complaint was pending as on 31st March 2025. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation the Business Responsibility and Sustainability Report ("BRSR") is attached as Annexure IV forming part of this report.

ANNUAL RETURN

In terms of Section 92(3) of the Act and rule 12 of the companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at www.kddl.com.

CORPORATE GOVERNANCE REPORT

Our corporate governance practicesare a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practicesto ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximisang shareholder value legally, ethically and sustainably. At KDDL, responsibilitiesin the widest Boardexercisesitsfiduciary sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The Corporate Governance Report and the certificate from the Independent Company Secretary, as stipulated in Schedule V of the Listing Regulations, are provided a separate section which forms part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out in Annexure-V to the Boards Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure VI-A. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and 2014, a statement Remuneration showing the names and other particulars of employees is attached to this report as Annexure VI- B.

AUDITORS AND AUDITORS REPORT Statutory Auditor

Upon completion of their term as Statutory Auditors of the Company, M/s S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), ceased to hold office the conclusion of the 44th Annual General Meeting (AGM) of the Company. Accordingly, the Shareholders of the Company at 44^th Annual General Meeting (AGM) held on 27th September, 2024 had appointed M/s Walker Chandiok & Co. LLP, Chartered Accountants (ICAI Firm registration no. Auditors of the Company for a term of five years to hold from the conclusion of the 44th Annual General Meeting of the Company till the conclusion of the 49th Annual General Meeting of the Company. The report of the Statutory Auditor forms part of Annual Financial Statements 2024-25 (Standalone and Consolidated). The said report does not contain any qualification, reservation or adverse remark. Information referred to in the Auditors Reports are self- explanatory and do not call for any further comments.

Cost Auditor

During the year, the Company maintained cost records of its Eigen unit, pertaining to electricals or electronic products and tools in accordance with the provisions of Section 148 of the act, read with the Companies (Cost Records and Audits) Rules, 2014. M/s Khushwinder Kumar & Co., Cost Accountants (FRN.: 100123) the Cost Auditor of the Company conducted the audit of cost records of Companys EIGEN unit for financial year commencing from 1^st April 2024 to 31st March 2025.

The Board of Directors of the Company, on the recommendations of the Audit Committee has reappointed M/s Khushwinder Kumar & Co. Cost Accountants (FRN: 100123) as the Cost Auditor of the committee to conduct the audit of cost records of Companys Eigen unit for the financial year 2025-26. As required under the Act read with the Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to Cost Auditors must be placed before the Members at a general meeting for ratification. Hence, a resolution for the same forms part of the notice of the 45 th AGM.

Secretarial Auditor

The Secretarial Audit Report for the financial year 2024-25 given by M/s A. Arora & Co., PracticingCompany Secretaries (C.P. No.: 993) is attached herewith as Annexure VII. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report. Information referred to in the Secretarial Auditors Report are self-explanatory and do not call for any further comments.

In order to comply with the recent amendments of Listing Regulations read with the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board of Directors of the Company has proposed and recommended to appoint M/s A. Arora & Co., Company Secretaries, Chandigarh, a proprietary firm with Mr. Ajay K. Arora (ICSI Membership No.: FCS 2191 and CP No.: 993) being its proprietor, as Secretarial Auditors of the Company for a term of 5 (Five) consecutive Years from the conclusion of 45 ^th Annual General Meeting (‘AGM) of the Company till the conclusion of the 50th AGM to be held in the year 2030 (‘the term), to carry out the Secretarial Audit from financial year 2025-2026 to financial year 2029-2030. Necessary resolution forms part of the notice 45th AGM. as Statutory office

REPORTING OF FRAUDS BY AUDITORS

None of the Auditors of the Company has identifiedand reported any fraud as specified under the second proviso of Section143(12) of the Act.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED

UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There are no proceedings, initiated by any Financial Creditor or Creditor or by the Company, under the Insolvency and Operational Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the year 2024-2025.

INTERNAL FINANCIAL CONTROLS (IFC) AND THEIR ADEQUACY

The Company maintains adequate internal control systems, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Companys policies, safeguard of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures in all areas of its operations. The services of internal and external auditors are sought from time to time as well as in-house expertise and resources. The Company believes that it has sound internal control systems commensurate with the nature and size of its business. The Company continuously upgrades these systems in line with best-in-class practices.

These reports and deviations are regularly discussed with the of Insider Trading) Management Committee members and actions are taken, whenever necessary. The Audit Committee of the Board periodically reviews the adequacy of the internal control systems.

LISTING OF SHARES

The shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited and the listing fee for the year 2025-26 has been duly paid.

PERSONNEL

Your directors place on record, theirappreciationforthesignificant contribution made by all the employees, whose competence, hard work, and co-operation, has enabled the Company to perform well.

CYBER SECURITY

Due to the rise in cyberattacks, we regularly review our cybersecurity practices and improve our processes and technology controls based on new threats. Our company has real-time security monitoring in place, along with necessary controls at different levels, from individual user devices to networks, servers, applications, and data.

PROHIBITION OF INSIDER TRADING

The Company has established a Code of Conduct for Prohibition of Insider Training ("Code") to govern, monitor, and report trading in the Companys shares by designated persons and their immediate relatives, in accordance with the Securities and Exchange Board ofIndia(Prohibition 2015. The Code outlines the procedures that designated persons must follow when trading or dealing in the Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code can be accessed at the Companys website at https://www.kddl.com/ insider-trading/

TRADE RELATIONS

The Board wishes to place on record its appreciation for the support and co-operation that the Company received from its suppliers, and other associates. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Companys endeavor to build and nurture strong links based on mutuality, respect and cooperation with each other and consistent with customer interest.

ACKNOWLEDGEMENTS

Your directors take this opportunity to thank all the investors, clients, vendors, banks, regulatory and government authorities,for their continued support.

	For and on behalf of the Board of Directors
	Yashovardhan Saboo
Date: 14th August, 2025	Chairman & Managing Director
Place: Gurugram	DIN: 00012158