KDDL Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 46th Annual Report and the Audited Financial Statements of the Company for the financial ended 31 st March 2026.

OPERATIONS AND PROSPECTS

Financial Results (Standalone and Consolidated)

			(Amount in Rs. million)
Particulars		Standalone		Consolidated
	2025-26	2024-25	2023-24	2025-26	2024-25	2023-24
Income - Operational	5,048.0	3,836.4	3,599.2	22,077.8	16,945.7	14,197.7
Income- Investment	192.7	-	1,937.7	-	-	-
Total Income	5,240.6	3,836.4	5,537.0	22,077.8	16,945.7	14,197.7
Profit before interest, depreciation and exceptional item	1,349.6	884.6	2,767.2	3,631.6	3,069.6	2,766.4
Less: Finance Cost	142.7	109.0	88.5	424.0	314.2	262.2
Gross Profit	1,207.0	775.6	2,678.7	3,207.6	2,755.4	2,504.2
Less: Depreciation and amortisation	242.4	187.6	138.6	1,224.1	861.1	649.3
Profit before Share of Profit of an associate	964.6	588.0	2,540.1	1,983.5	1,894.3	1,854.9
Share of Profit of an associate	-	-	-	(2.4)	0.7	7.4
Statutory impact of new labour code	-	-	-	24.4	-	-
Profit Before tax	964.6	588.0	2,540.1	1,956.6	1,895.0	1,862.3
Less: Tax Expense	198.7	95.6	339.6	604.8	472.2	487.8
NetProfit/(Loss)for the Year	766.0	492.4	2,200.5	1,351.8	1,422.8	1,374.5
Other Comprehensive Income/(Loss) (OCI)	5.3	(7.4)	(9.0)	142.3	25.6	(14.1)
Total Comprehensive Income/(Loss) for the period	771.3	485.0	2,191.5	1,494.1	1,448.4	1,360.4

PERFORMANCE AND PROJECTIONS

The financial performance for the financial year 2025-26 was better than expectations despite very challenging market environment, continuous slowdown in Swiss watch industry, geo-political tensions due to wars, uncertain economic pressures, tariff issues and protectionist approach by major markets, regulatory restrictions and wide fluctuations in currency. The various business segments delivered mixed performances. The luxury watch retail business achieved significant revenue growth, but the profitability was flat due to major impact of forex fluctuation and front ending of expenses related to marketing and new stores opening. The watch component manufacturing business for the Swiss market remained under sustained pressure as the volume of watches exported from Switzerland declined by 4.8% (almost 740,000 watches) during the year. Despite the slowdown in Swiss watch market, the manufacturing revenues witnessed healthy growth compared to the previous year, supported by robust growth in the precision stamping business, enhancement of capacity utilisations in the watch bracelets division, packaging business and the enhanced volumes in the domestic watch market.

During the year, the Company achieved consolidated sales revenue of Rs. 22,077.8 million, compared to Rs. 16,945.7 million in the previous year an impressive growth of 30.3%. Profit before tax (PBT) increased from Rs. 1,895.0 million to Rs. 1,956.6 million, registering a growth of 3.2%. On a standalone basis, operational sales revenue rose by 31.6% to Rs. 5,048 million, compared to Rs. 3,836.4 million in the previous year. In addition to this, company had non-operational revenue of Rs. 192.7 million during the year. The Company reported a standalone PBT of Rs. 964.6 million, compared with Rs. 588 million in the previous year and net profit after tax (PAT) of Rs. 766 million, compared to Rs. 492.4 million in the previous year.

MANUFACTURING BUSINESS SEGMENTS

The watch component business comprising of watch hands, watch dials, indexes and steel bracelets remained the largest revenue contributor within the manufacturing portfolio, though its share declined marginally from 55.4% to 55.3%, but the share of steel bracelets improved from 3.2% (out of 55.3%) to 7.6% (out of 55.4%) with increased capacity utilisations and revenue for the full year compared to previous year revenue partialyear . The for Company s other manufacturing businesses namely precision engineering and packaging also showed strong growth. The Swiss watch exports business declined for the second year in a row from 2024 onwards, with Swiss exports declining 1.7% in value terms (CHF), marking eleven consecutive quarters of decline since the second half of calendar year 2023. The total number of units exported in 2025 fell by 4.8% compared to 2024, with the steepest declines coming from Greater China, wherein the exports have decreased by over a third in last two years. At the same time, the price of gold and the Swiss franc reached record highs, significantly increasing the cost of Swiss watches, especially on foreign markets. United States remains the main destination market for the Swiss watch exports and accounted for 17% of the overall exports in 2025. Nonetheless, trade was significantly disrupted by the announcement on tariffs. As expected, decline in the initial part of the year were offset by growth over the course of the year, resulting in Europe was more moderate with growth in France (+1.3%) was not sufficient to offset the downturn in Germany (-6.8%), while the United Kingdom (+0.1%) and Italy (-0.5%) remained close to the results achieved in 2024.

Year 2026 began with cautious optimism among major brands and customers, with expectations of bottoming out of the slowdown in Swiss exports. However, the US-Iran war brought additional uncertainty in the Gulf and Middle East region coupled with ripple effects in other European and Asian markets. The trend of slowdown is expected to reverse over next two quarters with the normalisation of war situation and recovery in the major markets. Conversely, the Chinese market is expected to remain flat and not recover quickly.

In welcome contrast, the domestic watch market continued to show clear growth and recovery compared to the previous year.

The Company remains focused and aligned on premiumisation and supplying high-value, complex-featured products tailored to e-owned (CPO) business. pr customer requirements. The total revenue of watch components business including steel bracelets increased by 31.3% compared to previous year with domestic and exports revenue increasing by 20.9% and 35.5% respectively.

The precision engineering business emerged as the second-largest contributor to manufacturing revenue, increasing its share from

38.3% to 39.4%. The revenue from this business increased by 35.6% compared to previous year and the major growth coming from exports with growth of 49.7%. This business generates more than 75% of the revenue from exports. Revenue growth was driven by the Company s efforts to build multinational corporations and precision componentmarkets.TheCompanycontinuesto upgrade and add new technical capabilities,expanded its product range, itselfand extended its reach into new geographies positioning for sustainable growth in the coming years.

The ornamental packaging business recorded revenue growth of 37.3% over the previous year. During the year, the capacity packagingutilisation unit in Panchkula, Haryana also increased. The Company continues customers to serve leading Swiss watchmakers and other customers initially for the Indian requirements and then leading to global requirements. Initial customer feedback has been highly encouraging and promising.

PROSPECTS

Exports of watch components are expected to recover slowly 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 10-12%, driven by higher volumes and improved average realisations. Strategic marketing initiatives, including enhanced digital presence to showcase new products and features, in an annual decline of 0.5%. Similarly, the decline of 0.3% will be key drivers. Manufacturing excellence will remain a priority, with a focus on Guaranteed Delivery Dates (GDD), quality, and Turnaround Time (TAT). The expanded capacity and addition of new customers 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 reputation for a quality and technical capability.

ETHOS LIMITED

During FY 2025-26, Ethos Limited delivered strong top-line growth, even as profitability was tempered by external cost pressures. On a standalone basis, turnover (including other income) rose to Rs. 1,65,311.97 Lacs, an increase of approximately 29.5% over Rs. 1,27,651.39 Lacs in the previous year, while consolidated turnover grew by a comparable margin to Rs. 1,65,840.54 Lacs. This growth was led by a deliberate shift towards the luxury and high-luxury segments, volume growth, and the continued scaling of the certified Profitability reflected a more demanding operating environment. Standalone profit before tax and profit after tax moderated to Rs. 12,746.95 Lacs and Rs. 9,492.23 Lacs respectively (from Rs. 13,155.29 Lacs and Rs. 9,825.41 Lacs), while on a consolidated basis profit before tax rose toRs.13,085.16Lacsandprofitafter tax (after minority interest) stood at Rs. 9,476.52 Lacs. Margins were affected principally bythe sharp appreciation of the Swiss Franc against the Rupee, up over ~23% during the year and crossing

Rs. 120 in January 2026, which increased the cost of imported inventory, together with higher marketing investment and the with large upfront costs of an accelerated pace of boutique expansion. -potential accounts in selected Consequently, the operating profit margin moderated to 9.55% and the net profit margin to 5.89%. Earnings per share of Rs. 36.27 (standalone) and Rs. 36.21 (consolidated) additionally the enlarged equity base following the rights issue undertaken during the year.

Operationally, the Company expanded its boutique network from 73 to 94 boutiques across 30 cities (103 boutiques across 34 cities as on date), deepened its omnichannel capabilities, strengthened its after-sales service vertical, and added new brand partnerships across its luxury and high-luxury portfolio including the reorganisation of its lifestyle vertical, comprising the Messika and Rimowa businesses, under a dedicated entity, Ethos Lifestyle Private Limited. These initiatives supported higher footfalls, a richer product mix, and stronger customer engagement.

The Company s Balance Sheet strengthened materially during to the year. The current ratio improved to 5.48 times (from 4.97),

ratio eased to 0.21 times (from 0.28), aided by the equity raised through the rights issue. The Debtors Turnover Ratio improved to 90.54 reflecting times (from 73.99), management, and the Inventory Turnover Days improved to 222 reflection days (from 246) Interest Coverage Ratio moderated to 5.80 times (from 7.78), primarily on account of lower operating profit and higher finance boutiques costsassociated with lease liabilities under Ind AS 116.

Overall, the Company s performance reflectshealthy operational and disciplined balance-sheet management, even as execution currency and expansion-related costs weighed on near-term margins. The management remains focused on long-term value ough profitable and sustainable growth. thr creation

Pylania SA

During 2025-26, Pylania SA s operations witnessed recovery in revenue and recorded revenue growth of 43% compared to previous year. The Company maintained its diversifiedrevenue streams including partialmanufacturing of watch components, trading in watch components and accessories, and providing consultancy and advisory services. Revenue recorded growth from

CHF 1.58 million to CHF 2.26 million, an improvement of 43% compared to the previous year. However, Operating profit before tax fell from CHF 0.22 million to CHF 0.13 million, primarily due to change of revenue mix, increased overheads for adding new stream.capabilities 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. Revenue capabilitiesis expected from the new to commence in FY27. During the year, Pylania SA extended additionalloans of CHF 0.542 million to EstimaAG. Pylania has also converted the existing loans (including subordinated loans) of CHF

2.885 million into equity. Pylania holds 31.28% (Previous year 30%) equity capital of Estima. As of 31 st March 2026, the cumulative loans stood at CHF 1.139 million.

Estima AG

For the fiscal year 2025-26, Estima AG recorded revenue of CHF 3.352 million. This represents 14% growth compared to the previous year, mainly due utilisations . The to enhanced capacity operating loss reduced marginally from CHF 1.038 million to CHF

0.98 million.

Despite the challenging market, the management remains cautiously optimistic that an improvement in Swiss conditions will lead to a healthier order pipeline and invest in profitability. During the year, Estima AG continues strengthening its team, acquiring selected machinery for high-quality and complex features, and recruiting skilled professionals for critical roles. The Company also benefits from ongoing technical guidance and support from the parent company.

During the year, the equity capital of Estima was increased from CHF 1,000,000 to CHF 1,071,000 by issuance of 71 additional equity shares of CHF 1000 each @ CHF 82440 including share premium of CHF 81,440.

Pylania and KIH have also waived the subordinated loans of CHF 2.443 million and CHF 4.35 million. These loans were acquired by Pylania and KIH from previous owners at NIL consideration.

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 converted loan to Estima (including subordinated loans) of CHF 2.967 million into equity. KIH holds 68.72% (Previous year 70%) equity capital of Estima. KIH has also provided loan of CHF 1.077 million to Pylania as on

31 st March 2026.

Kamla Business Services Limited (KBSL) (Formerly known as Kamla Tesio Dials Limited)

KBSL, a subsidiary of KDDL Limited, is engaged in the assembly of watch dials under job contracts for the parent company. In 2025-26, it reported revenue of Rs. 25.4 million and PBT of Rs. 3.8 million, compared to Rs. 21.7 million and PBT of Rs. 5.6 million in the previous year.

Mahen Distribution Limited (MDL)

MDL, a wholly owned subsidiary of KDDL Limited, is engaged in workforce recruitment, the year, revenue from manpower services fell to Rs. 0.46 million from Rs. 6.80 million in the prior year. MDL also generated interest income from surplus funds arising from the sale of its investment in Ethos Limited. Other income declined from Rs. 114.7 million from Rs. 42.05 million in the previous year. As a result, MDL s PBT decreased from Rs. 108.6 million in 2024-25 to Rs. 33.80 million during the year.

During the year, MDL has subscribed to 11,30,199 equity shares of its fellow subsidiary company Ethos Limited having a face value of Rs. 10 each at an issue price of Rs. 1800 per share (including a premium of Rs. 1790 per rights equity share).

During the year, the Company made a second instalment of CHF shares of CHF12,49,820 towards the acquisition 1 each, issued at a premium of CHF 1.86 per share of Silvercity Brands AG.

Silvercity Brands AG (SCB)

SSCB is engaged in the design, development, assembly, and distribution of watches under the iconic " Favre Leuba " brand. In 2025 26, SCB recorded revenue of CHF 3.309 million, compared to CHF 1.286 million in the previous year. The Company reported a loss of CHF 1.15 million, compared to a loss of CHF 0.415 million in the prior year. Management has ambitious plans global growth and remains confident about expanding Favre Leuba s presence in the years ahead.

Artisan Watch Products Private Limited

The newly incorporated subsidiary company aims to expand . Presently capabilities the production trials are being undertaken, expected to commence operations during the current year.

DEPOSITS

The details of deposits covered under Chapter V of the Companies

Act, 2013 ( " the act " ) is given hereunder:

1. Deposits Accepted/renewed during the year: Rs 23,95,91,000

2. Deposits outstanding at the end of the year: Rs. 51,06,01,000

3. Deposits remained unpaid or unclaimed as at the end of the year: NIL

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 the financial

5. The details of deposits which are not in compliance with the requirements of Chapter: NIL

SHARE CAPITAL

The authorised share capital of the Company remained unchanged during the financial up share capital of the Company as at 31 st March 2026 stood at

Rs. 12,29,92,800 (Rupees Twelve Crores Twenty-Nine Lacs Ninety-Two Thousands Eight Hundred only), comprising 1,22,99,280 (One Crores Twenty-Two Lacs Ninety-Nine Thousands Two Hundred Eighty) equity shares of Rs. 10 (Rupees Ten) each.

The Company did not issue any shares or other convertible under stocksecurities, option schemes, during the year.

TRANSFER TO RESERVES

The Board of Directors has not proposed any transfer to the General Reserve for the financial year under review.

DIVIDEND

The Board of Directors has recommended a final dividend of Rs. 8 (80%) per equity share of face value of Rs. 10 each, subject to the approval of the shareholders at the ensuing Annual

General Meeting ( " AGM " ). The final dividend, if approved by the shareholders, will be paid within the prescribed time after the conclusion of the AGM to those members whose names appear in the Register of Members or in the records of the depositories as on the Record Date, i.e., Tuseday, 8 th september 2026.

During the financial year under review, the Company declared and forthe brand s paid an interim dividend of Rs. 15 (150%) per equity share of face value of Rs. 10 each.

Accordingly, the total dividend for the financialyear 2025-26, including the recommended final dividend, aggregates to Rs. 23 (230%) per equity share of face value of Rs. 10 each.

The interim dividend declared and the final dividend recommended by the Board of Directors for the financial year 2025-26 are in and the Company is accordance with the Company s Dividend Distribution formulated pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( " SEBI Listing Regulations " ) Policy is available on the Company s website i.e https://www.kddl. com/wp-pdf

CREDIT RATING

There has been no change in the credit rating during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE

FINANCIAL POSITION OF THE COMPANY

No material changes or commitments affecting position of the Company have occurred financialyear ended 31 st March 2026 up to the date of this Report. Further, there has been no change in the nature of the business of the Company during the said period.

year under review. The subscribed and paid- SIGNIFICANT AND MATERIAL ORDERS

During the financial year under orders were passed by any regulatory authority, court or tribunal that would impact the going concern status of the Company or its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the if any, are disclosed in the relevant notes forming part of the standalone financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company have been prepared in accordance with the provisions of the Companies Act,

2013, the applicable Indian Accounting Standards ( " Ind AS " ) and other applicable statutory requirements. The audited Consolidated Financial Statements, together with the Independent Auditor s

Report thereon, form part of this Annual Report.

The Consolidated Financial and loss of the Company for Statements present the financial performance, financial position and cash flows of the Company and its subsidiary(ies)/associate(s)/joint venture(s), as applicable. In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of the Company, including the Consolidated Financial Statements, together with the separate audited financial statements of its subsidiary(ies), are available on the Company s website at https://www.kddl.com/ financial-dashboard-yearly/ 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.

RELATED PARTY TRANSACTIONS (RPTS) reviewed and approved All transactions with related parties by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactions and the related party framework formulated and adopted by the Company.

All contracts/arrangements/transactions entered into by the Company during the year under review partieswere with related in the ordinary course of business and on arm s length basis in formed decision- making . terms of provisions of the Act. There significant are no material 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 related partytransactionsin terms of Regulation 23 of the Listing Regulations submitted to Stock Exchanges for consolidated basis, in the specified 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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(3) (c) and 134(5) of the Act, with respect to Directors Responsibility Statement, the confirm: Directors , the Independent a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. b) That they had selected such 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 at the end of the year and of the profit financial that period; tsufficien carec) forThat the they had taken proper and 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) That they had prepared the annual accounts on a going concern basis; e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

BOARD DIVERSITY

The Company believes that a diverse Board is essential for effective corporate governance, sound decision-making and the creation of sustainable long-term value. The Board comprises individuals with diverse skills, expertise, experience and backgrounds, balanceddeliberations and The Company s approach to Board diversity extends beyond gender and encompasses diversity in terms of age, experience, professional expertise, industry cultural and geographical background, and other attributes that contribute to an effective and balanced Board.

The Board Diversity Policy forms an integral part of the Company s Nomination and Remuneration Policy and provides the framework for achieving an appropriate balance of diversity on the Board. the half year The Policyon a is available on the Company s website at https:// www.kddl.com/wp- format-are available ontent/uploads/PDF/Nomination%20&%20 the Remuneration.pdf.

DIRECTORS

Declaration by Independent Directors

The Company has received declarations from all Independent Directors confirmingthat they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) DirectorsoftheListing Regulations. have declared their compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding their inclusion in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs and all received the confirmation that they have complied with the code of Independent Directors prescribed in Schedule IV of the act.

There have been no changes in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors meet the conditions specified under the Act and the Listing Regulations, and remain independent of management.

Appointment/Re-appointment of Non-Executive Directors i) The Shareholders of the Company at their 45 th AGM held on 15 th September 2025 confirmed the re- appointment Anuradha Saboo (DIN: 01812641) who retired by rotation at 45 th Annual General Meeting and offered herself for reappointment. ii) Pursuant to the recommendations of Nomination and Remuneration Committee and Audit of Directors of the Company at its meeting held on 15 th December 2025, recommended the appointment of Mr.

Hanspeter Pieth (DIN: 01812641), as a Non-Executive Non-

Independent Director of the Company w.e.f 1 st February

2026. The Shareholders by way of Postal Ballot Resolution dated 30 th January 2026 approved the appointment of Mr.

Hanspeter Pieth (DIN: 01812641), as a Non-Executive Non-

Independent Director of the Company w.e.f 1 st February 2026. iii) Pursuant to the recommendations Nominationand of Remuneration Committee and Mr. Brahm Prakash Kumar Company and Audit held on Board of Directors of the Company at its meeting

15 th December 2025, recommended the reappointment of Mr. Yashovardhan Saboo (DIN: 00012158) as Chairman and Managing Director of the Company (Key Managerial Personnel), w.e.f. 1 st April 2026, for a further period of three years, i.e. upto 31 st March 2029. The Shareholders by way of

Postal Ballot Resolution dated 30 th January 2026 approved the reappointment of Mr. Yashovardhan Saboo (DIN: 00012158) as Chairman and Managing Director of the Company w.e.f 1 st April 2026. iv) In accordance with the provisions of Companies Act, 2013, Mr. Sanjeev Kumar Masown (DIN: 03542390) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Necessary resolution the re-appointment of Mr. Sanjeev Kumar Masown (DIN: 03542390) forms part of the Notice ee,Committ Risk th Annual General Meeting (AGM). The Board recommends his reappointment for the approval of the members. The necessary disclosures required under the Act, the Listing Regulations and Secretarial Standards-2 on General Meetings issued by the Institute of Company Secretaries of India ( " ICSI " ), for the above-mentionedre-appointment are provided in the Notice of 46 th AGM of the Company. In the opinion of the Board, all the Directors, as well as the Director proposed to be reappointed, possess the requisite and expertiseand hold high standards of integrity. During the year under review, theNon-Executive Directors (NEDs) of the Company had no pecuniary relationship fees received by them sitting with the Company, other than for attending the meetings Committee thereof and/or interest on deposits and dividend payment, if any. of Mrs. v) Mr. Praveen Gupta ((DIN: 01885287), Independent Director of the Company ceased to be Director on 23 rd August 2025, upon completion of his second term of 5 (Five) years. vi) Mr. Hanspeter Pieth (DIN: 01812641) tendered his resignation the Board from the position and accordingly, ceased to be Director w.e.f the closure of business hours 22 nd June 2026. vii) Mr. Nagarajan Subramanian (DIN: 02406548) has completed his term as an Independent Director of the Company on

27 th July, 2026 and consequently, has ceased to be

Independent Director of the Company.

Key Managerial Personnel

Mr. Yashovardhan Saboo Chairman & Managing Director, Mr. Sanjeev Kumar Masown Whole time Director cum Chief Financial Committee, Secretary, are the Officer

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 financial year under review, seven (7) meetings of the Board of Directors were held. The gap between any two consecutive meetingsdid not exceed the Companies Act, 2013 and the SEBI (Listing Obligationsand

. DisclosureRequirements)Regulations, 2015

BOARD COMMITTEES

As at 31 st March 2026, the Board of Directors had constituted ee, Nomination Committ five (5) Committees, for namely, the Audit and Remuneration Committee,

46 Committee

Relationship Committee

During the financial year under review, all recommendations made by the Committees of the Board, wherever mandatory, and termswere accepted by the Board. The composition, of reference of these Committees are in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, Details of the Committees, including their composition and meetings, are provided in the Corporate Governance Report forming part of this Annual Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Listing Regulations and in accordance with the manner of evaluation, the Board carried out an annual performance evaluation of its own performance, board committees and of the Directors individually (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-independentdirectorsandtheChairman specifiedunder Schedule VII to theactivities 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 the Board of Directors that is necessary for the Board of Directors expressed to effectively and reasonably perform their duties satisfaction

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section

2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Nomination and Remuneration Policy, as approved by the Board of Directors.

The Policy provides the guiding principles for the appointment, remuneration, evaluation and succession of Directors, Key Managerial Personnel ( " KMP " ) and Senior Management Personnel. Italsolaysdownthecriteriafordeterminingpositive attributes, independence of remuneration of Executive and Non-Executive Directors, KMPs and

Senior Management Personnel.

The details of the Policy are provided in the Corporate Governance Report forming part of this Annual Report. The Policy is also available on the Company s website at https://www.kddl.com/wp-.pdf

FAMILIARISATION PROGRAMME FOR INDEPENDENT

DIRECTORS

The Company has adopted a Familiarisation Programme for its Independent Directors in compliance Regulation25(7) with of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

48 to gain a comprehensive understanding of the Company s business, operations, responsibilities. Details of the Programme are available Company s website at https://www.kddl.com/familiarisation-programme

2015.

BOARD POLICIES

The Board of Directors has approved and adopted various policies in compliance with the provisions of the Companies Act, 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015. These policies are website at https://www.kddl.com/codes-and-policies/

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company remains committed to creating sustainable social value through its Corporate Social Responsibility ( " CSR " )

Its CSR programmes focus on areas such as environmental sustainability, education, healthcare, Act, 2013.

Details are given below :

Greening the Future - The Million-Tree Project

KDDL s Million-Tree Project is a key environmental initiative aimed at restoring degraded ecosystems and enhancing biodiversity through large-scale afforestation.By planting and nurturing one thesame. million trees, the Company seeks to create lasting environmental value through carbon sequestration, ecological restoration and improved landscape resilience.

As at 31 st March 2026, KDDL and Ethos had planted a cumulative

5,38,049 trees through strategic partnerships with SayTrees

Environmental Trust and SankalpTaru Foundation.Through these partnerships, the Company continuesto scale its afforestation efforts and contribute meaningfully to climate action and environmental sustainability.

A GiftThat Saves Lives Organ Donation Awareness

As part of its Corporate Social Responsibility (CSR) initiatives, KDDL Directorscontinues to support the cause of organ donation through its and the framework for partnership with the MOHAN Foundation, a leading not-for-profit organisation dedicated to promoting organ Through this partnership, the Company undertakes awareness initiatives to educate communities about the importance and lifesaving impact of organ donation, with the objective informed participation andfostering greater public awareness. This initiative reflects the Company s commitment to contributing to meaningful social causes and improving the quality of life within the communities it serves.

Empowering Young Lives Through Education and Skills

As part of its Corporate Social Responsibility (CSR) initiatives, KDDL has partnered with Catalysts for Social Action(CSA), a non-profit 2015.TheProgrammeenablesIndependent Directors

Boards Report organisation dedicated to supporting children and young adults growing up in institutional care.

Through this partnership, the Company supports CSA s Livelihood Programme, which seeks to equip young individuals with the knowledge, skills and opportunities required for sustainable livelihoods and independent living. The programme focuses on:

Career awareness and orientation

?€? Career counselling and guidance

Job-oriented skill development and vocational training

Access to higher education and professional

Computer literacy and digital skills

?€? Placement assistance and employability support skill development and Byenablingaccesstoeducation, employment opportunities, the programme helps young individuals become self-reliant and better prepared for independent living. This initiative reflects KDDL s commitment to fosteringinclusivegrowth, as required under Section135 empowering underservedcommunitiesand creating sustainable social impact.

Extending Medical Assistance for Those in Need

As part of its Corporate Social Responsibility initiatives, (CSR)

KDDL has partnered with Heart to Heart Society, a non-profit organisation dedicated to supporting patients by facilitating access to essential medical treatment.

Through this partnership, the Company supports medical assistance to poor and needy patients requiring medical care, helping reduce the financial burden associated with treatment. The initiative seeks to ensure that deserving patients have access to timely healthcare services. ( " AGM " ) held By supporting this initiative, KDDL contributes to improving healthcare accessibility and reinforces its commitment to community well-being through meaningful and compassionate interventions.

Enabling Education, Empowering Lives

KDDL has partnered with the Youth Technical Training Society improving(YTTS), access non-profitorganisation to education, skill development and livelihood opportunities, with a focus on the socio-economic upliftment and empowerment of rural communities and urban slum dwellers.

Through the Bridge Education and Skill Development Programme, the Company supports initiatives aimed at improving access to education, particularly for disadvantaged and marginalised children and youth. The programme focuses on:

Providing after-school academic support in core subjects to strengthen learning outcomes.

Enabling out-of-school children to re-enter the formal education system and continue their education.

Delivering basic computer literacy training to equip young people with essential digital skills and enhance their future employability.

By supporting this initiative, KDDL seeks to bridge educational gaps, promote inclusive learning and empower children and youth with the knowledge, skills and confidence needed to build self-reliant and sustainable futures.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company was required development to spend Rs. 153.45 Lacs, being 2% of the average net profits of the three immediately preceding financialyears, towards its CSR obligations for the financial year 2025-26. spent the required CSR amount of Rs. 153.45 Lacs during the year in accordance with its CSR Policy and the applicable financial provisions of the Companies Act, 2013.

The Annual Report on CSR activities, of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Board s Report as Annexure III.

The Company s Corporate Social Responsibility Policy is available on its website at https://www.kddl.com/wp-content/uploads/PDF/ KDDL_CSR_Policy.pdf. disadvantaged

AUDITORS AND AUDITORS REPORT Statutory Auditor

Pursuant to the provisions of Section 139 of the Act and Rules made thereunder, the shareholders at the 44 th Annual General on 27 Meeting th September 2024, appointed M/s Walker Chandiok & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 001076N/N500013) as the Statutory Auditors of the Company for a term of five consecutive office years, from the conclusion of the 44 th AGM until the conclusion of the

49 th AGM.

The Statutory Auditors have audited the standalone and consolidated financial statements of year ended 31 st March 2026. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer of opinion and, accordingly, no explanation or comments by the Board are required under the provisions of the Companies Act,

2013.

Cost Auditor

Pursuant to the provisions of Section

2013 read with the Companies (Cost Records and Audit) Rules,

2014, the Company has maintained the prescribed cost records in respect of its EIGEN Unit, pertaining to electricals or electronic products and tools.

M/s Khushwinder Kumar & Co., Cost Accountants (Firm Registration No. 100123), were appointed as the Cost Auditors of the Company to conduct the audit of the cost records of the EIGEN Unit for the financial year ended 31 st March 2026.

Based on the recommendation of Committee, the Board Audit of Directors has re-appointed M/s Khushwinder Kumar & Co., Cost Accountants (Firm Registration No. 100123), as the Cost Auditors of the Company to conduct the audit of the cost records of the

EIGEN Unit for the financial year 2026-27. In accordance with the provisions of Section

Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders. Accordingly, an appropriate seeking ratification of the remuneration payable to the resolution Cost Auditors forms part of the Notice th Annual General Meeting.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, as amended, the shareholders of the Company at the

45 th Annual General Meeting had approved the appointment of M/s A. Arora & Co., Company Secretaries, Chandigarh, a proprietary firm of Mr. Ajay K. Arora (FCS No. 2191, 993), as the Secretarial Auditors of the Company for a term of five consecutive years, from the conclusion of the 45 th AGM until the conclusion of the 50 th AGM, to conduct the secretarial audit of the

Company for the financial years The Secretarial Audit Report for the financialyear 2025-26 given by M/s A. Arora & Co., Practicing . 993) is attached herewith as Annexure IV. 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. Pursuant to the provisions of the

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

The Statutory Auditors, Internal Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any instances of fraud to the Audit Committe or the Board of Directors under Section 143(12) of the Companies Act, 2013 made there under.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF

WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe, secure, inclusive and respectful work environment for all its employees and has zero tolerance for any form of discrimination or harassment, including sexual harassment.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 and the rules made thereunder, 148of Companies the Company has adopted a Policy on Prevention,Prohibition and Redressal of Sexual Harassment at the Workplace. The Policy provides a framework for the prevention and redressal of complaints relating to sexual harassment and ensures a fair, impartial and confidential mechanism for addressing such complaints. convening the 46 The Company has constituted an Internal Committee in accordance with the requirements of the Act to inquire into complaints of sexual harassment and to recommend appropriate action, wherever required. During the financialyear under review, no complaint of sexual harassment was received by the Internal Committee.

MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity

Benefit Act, 1961 including all applicable amendments and rules framed thereunder. of Practice No.

INSOLVENCY PROCEEDINGS AND ONE-TIME SETTLEMENT

During the financial year under review, no application was or any proceeding was pending against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016. Further, -26 to 2029-30. the Company has not entered into any one-timesettlement with Institution anyBankorFinancial Company Secretaries (C.P. No.:

WHISTLE-BLOWER POLICY/VIGIL MECHANISM

The Company is committed to maintaining the highest standards of ethical conduct, integrity, and transparency across all its operations. Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism through its Whistle-Blower Policy to enable directors, employees and other stakeholders to report concerns relating to unethical behaviour, actual or suspected fraud, violations of the Company s Code of Conduct or any other rules improper practices, without fear of retaliation or victimisation.

The Company ensures that adequate safeguards are in place to protect whistle-blowers against any form of reprisal and provides for direct access to egularly the Chairperson monitored to ensure their effectiveness. of the Audit Committee. All concerns reported under the Vigil Mechanism are investigated in a fair, transparent and timely manner.

The Whistle-Blower Policy is available on the Company s website s://www.kddl.com/wp-content/uploads/PDF/Whisle%20 http at at Blower%20Policy.pdf

RISK MANAGEMENT

The Company has established a robust risk management framework to identify, assess, monitor and mitigate risks that may affect its business objectives, operations, financial performance and long-term sustainability. The framework enables the Company to proactively manage strategic, operational,financial, regulatory and other key risks through appropriate mitigation measures. The Board of Directors has constituted a Risk Management Committee to oversee the implementation and effectiveness the Company s risk management framework. The Committee periodically reviews the key business risks, evaluates the adequacy of mitigation measures and recommends appropriate actions to strengthen the overall risk management process. Details of the composition and terms of reference of the Committee provided in the Corporate Governance Report forming part of this Annual Report.

The Board has also approved a Risk Management Policy, which provides the guiding principles for identifying, evaluating, monitoring and mitigating risks across the organisation. The Policy is available on the Company s website at https://www.kddl.com/ wp-content/uploads/PDF/policies/RCM-19-12-2022.pdf

INTERNAL CONTROLS

The Company recognises that a strong internal control environment is fundamental to effective governance, sustainable value creation, and stakeholder confidence. Management is responsible for establishing, maintaining, and continuously strengthening internal controls that are commensurate with the scale, complexity, and geographic footprint of the Company s operations.

The Company has established an adequate and effective system of internal financialcontrols ( " IFC " ) overfinancialreporting, forming an integral part of the overall internal control framework. These controls are designed to ensure the orderly and efficient conduct of business, reliability of financial reporting, and compliance applicable laws and regulations.

The effectiveness of the Company s internal financial periodically evaluated through management reviews, independent internal audits and oversight by the Audit deficiencies identified areaddressedthroughappropriatecorrective actions within defined timelines, and the implementation of such actionsis

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company is committed to conducting its business in a responsible and sustainable manner by integrating environmental, social and governance (ESG) principles into its business strategy and operations. In terms of the Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report is attached as Annexure V forming part of this report.

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

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

PARTICULARS OF EMPL OYEES AND REMUNERATION

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment are and Remuneration of Managerial Personnel) Rules, 2014, the prescribed disclosures relating to remuneration are set out in Annexure VII to this Board s Report.

Details of employee remuneration as required under provisions of on 197 of the Companies Act, 2013 and rule 5(2) and rule 5(3) Secti of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection andany

Member interested in obtaining a copy of the same may write to

Company at investor.complaints @kddl.com from their registered e-mail address.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, read with Companies (Management & Administration) Rules, 2014, the annual return in the prescribed form is available on the website of the Company at https://www.kddl.com/shareholders-information/

CORPORATE GOVERNANCE

The Company is committed tomaintaining the highest standards of corporate governance founded on the principles of integrity, with transparency, accountability and ethical business conduct.

The Company s governance framework reflects its core values, business prac is tices and commitment to creating sustainable value for all stakeholders.

. Any

The Board of Directors recognises its fiduciary responsibilities and is committed to ensuring that the affairs of the Company are conducted reviews and strengthens its cybersecurity framework.in a fair, transparent and responsible manner. The

Company continually governance practices, strengthen stakeholder confidence, the interests of minority shareholders and enhance long-term shareholder value.

The Company s corporate governance practices are aligned with the requirements of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws and are aimed at promoting sustainable business growth.

The Corporate Governance Report and the certificate from the Independent Company Secretary, as stipulated in Schedule V of the Listing Regulations, are provided in a separate section which forms part of this Annual Report.

INSIDER TRADING GOVERNANCE

The Company has adopted a Code of Conduct for Prohibition Insider Trading ( " the Code " ) in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The

Code lays down the procedures to be followed by designated persons and their immediate relatives while dealing in the securities of the Company and regulates the handling, communication and . dissemination of Unpublished PriceSensitiveInformation (UPSI)

The Company has implemented appropriate internal controls and compliance mechanisms to ensure adherence to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code is available on the Company s website at https://www.kddl. com/insider-trading/

CYBER SECURITY

In response to the evolving cyber threat landscape, the Company continuously endeavours to Robust securityadopt and measures,implement includingbest real-timemonitoring andprotect layered controls across user devices, networks, servers, applications and data, are in place to safeguard the Company s information assets and technology infrastructure.

LISTING OF SHARES

The shares are actively traded on NSE and BSE and have not been responsibleand suspended from trading. The listing fee for the year 2026-27 has been duly paid.

INDUSTRIAL RELATIONS

The Company continued to maintain healthy, cordial and harmonious industrial relations across all its operations during the financial year. The commitment, dedication and sustained efforts of its employees have significantly contributed to the Company s performance and growth. The Company also continued of to implement various initiatives aimed at enhancing operational efficiency and employee engagement.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to all the investors, customers, vendors, banks, regulatory and government authorities for the assistance, co-operation and encouragement they extended to the Company. Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of the operational performance.

	For and on behalf of the Board of Directors
Date: 4 th August, 2026	Yashovardhan Saboo
Place: Chandigarh	Chairman & Managing Director