Ken Enterprises Ltd Directors Report

To

The Members of

KEN ENTERPRISES LIMITED

(Formerly known as "Ken Enterprises Private Limited")

Dear Members,

Your Directors have pleasure in presenting Annual Report of the Company, together with the audited Financial Statements for the financial year ended 31 st March, 2025.

Financial Results:

The summarized financial highlights of the Company, for the year ended 31 st March, 2025 are as follows:

(Figures in lakhs except EPS)

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from business operations	48,373.92	39,168.22	48,280.13	40,220.78
Other Income	1,090.84	684.35	1,123.66	691.94
Total Income	49,464.75	39,852.56	49,403.79	40,912.72
Less: Expenses	47,816.61	38,676.01	47,730.64	39,720.67
Profit / (Loss) Before Tax	1,648.15	1,176.56	1,673.15	1,192.05
Less: - Tax Expenses
(Current & Deferred)	434.81	295.41	441.10	299.32
Net Profit / (Loss) After Tax	1213.34	881.15	1,232.05	892.73
Basic and Diluted EPS	6.33	4.80	6.42	4.68

State of Companys Affairs and Future Outlook:

On Standalone Basis

During the financial year, the Company has earned a total income of Rs. 49,464.75 lakhs as compared to previous years income of Rs. 39,852.56 lakhs. The Company incurred a profit of Rs. 1213.34 lakhs as against profit of Rs. 881.15 lakhs in the previous year.

On Consolidated Basis

During the financial year, the Company has earned a total income of Rs. 49,403.79 lakhs as compared to previous years income of Rs. 40,912.72 lakhs. The Company incurred a profit of Rs. 1,232.05 lakhs as against profit of Rs 892.73 lakhs in the previous year.

Transfer to Reserves:

On Standalone Basis

The Company has transferred Rs. 1,213.34 lakhs to the reserves and the closing balance of the Reserves and Surplus stands at Rs 8,610.92 lakhs including Securities Premium of Rs. 4,828.01 lakhs.

On Consolidated Basis

The Company has transferred Rs. 1,232.04 lakhs to the reserves and the closing balance of the Reserves and Surplus stands at Rs 8,703.27 lakhs including Securities Premium of Rs. 4,828.01 lakhs.

Change in nature of Business:

There was no Change in the nature of Business during the FY 2024-25.

Dividend:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys future plans and expansion has decided that it would be prudent, not to recommend any Dividend for the year under review.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

During the year under the review, the Company has 1(one) Subsidiary Company named Kuber Cotspin Private Limited.

During the financial year under review, there were no additions in the subsidiaries or Joint Venture.

There were no Companies which ceased to be Subsidiary/Associates/Joint Ventures of the Company.

In accordance with Section 129(3) of the Companies Act, 2013 read with Rule 6 of Companies (Accounts) Rules, 2014, we have prepared Consolidated Financial Statements of the Company, for its subsidiary which form part of the Annual Report.

Further, a statement containing the salient features of the Financial Statements of the subsidiary the prescribed format AOC-1 as "Annexure I" is forming part of the Financial Statements. The statement also provides the details of performance, financial positions of each of its subsidiary

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Since there was no unpaid/unclaimed Dividend on the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your company.

Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statement relates and the date of the report:

There have been no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year for the Company i.e., March 31, 2025, and the date of this Board Report except as stated below:

Conversion from Private Limited to Public Limited:

Considering the expansion plans and IPO of the Company, the Board, at its meeting held on May 30, 2024 approved to convert your Company from Private Limited Company to Public Limited Company. Thereafter, your Company has been converted into a Public Limited Company pursuant to a resolution passed by the Shareholders of the Company at the Extra Ordinary General Meeting held on June 1, 2024 and a fresh certificate of incorporation consequent upon conversion from a Private Limited Company to a Public Limited Company was issued by the Registrar of Companies (ROC) on August 5, 2024 in the name of "KEN ENTERPRISES LIMITED".

Initial Public Offering ("IPO") and Listing on SME Platform (NSE Emerge)- National Stock Exchange of India Limited ("NSE")

In order to unlock further potential and unleash greater value creation for all stakeholders, your Company came up with IPO of its equity shares. The equity shares of your Company got listed on Stock Exchanges with effect from February 12, 2025.

The IPO, comprising of Fresh Issue and Offer for Sale ("OFS") by selling shareholders, was open for subscription from February 5, 2025 to February 7, 2025. The IPO was made pursuant to Regulation 229 (2) of SEBI (ICDR) Regulations. The IPO comprised of 88,99,200 equity shares for cash at a price of Rs. 94/- per equity share (including a security premium of Rs. 84/- per equity share) aggregating to Rs. 8,365.25 Lakhs comprising a Fresh Issue of up to 61,99,200 equity shares aggregating to Rs. 5,827.25 Lakhs by your Company and an Offer for Sale of up to 27,00,000 equity shares aggregating to Rs. 2,538 Lakhs by the Selling Shareholders.

Your Company completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs, HNIs and retail investors. Your Board is gratified and humbled by the faith shown in the Company by investors. Your Board also places on record its appreciation for the support provided by various authorities, Lead Managers, Stock Exchange, Depositories, Counsels, Consultants, Auditors and employees of the Company for making the IPO of the Company a grand success

Your Company received listing and trading approval from NSE on February 11, 2025.

Public Deposits:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2025 can be accessed at .

Changes in Share Capital

The authorized share capital of the company is Rs. 26,00,00,000/- divided into 2,60,00,000 equity share of Rs. 10 each. During the year Company has not made any changes in its Authorized Share Capital.

The paid-up Equity Share Capital as on 31 st March, 2025 was Rs. 24,56,54,800 /- divided into 2,45,65,480 Equity Shares of Rs.10/- each and the shares of the Company got subsequently listed on SME Platform of National Stock Exchange Limited ("NSE EMERGE")

During the year under review, the company has undertaken following transactions:

The Company has been issued and allotted 1,57,79,480 Equity Shares of Rs. 10 each through Bonus Issue dated May 29, 2024.

Further, the Company has been issued, subscribed and allotted to the public as a Fresh Issue of up to 61,99,200 equity shares equity shares for cash at a price of Rs. 94/- per equity share (including a security premium of Rs. 84/- per equity share).

Directors and Key Managerial Personnel (KMP):

Changes in Directors & KMP during the financial year 2024-25:

There were following changes in the Directors or Key Managerial Personnel of the Company during the financial year 2024-25.

( H in Lakhs)

Sr. No	DIN/PAN	Name of Director	Designation	Nature of Change	Date of Appointment/ Change in designation/Cessation (with effect from)
1.	00415113	Mr. Krishnakumar Hariprasad Bagdiya	Director	Cessation	September 13, 2024
2.	03532349	Mr. Sachin Janardan Mulay	Whole time Director	Appointment	September 14, 2024
3.	03532349	Mr. Sachin Janardan Mulay	Chief Financial Officer	Appointment	September 13, 2024
4.	00415118	Mr. Nikunj Hariprasad Bagdiya	Managing Director and Chairman	Change in Designation	September 14, 2024
5.	00415083	Ms. Bina Hariprasad Bagdiya	Non-Executive Non-Independent Director	Change in Designation	September 14, 2024
6.	10440686	Mr. Arshita Singh	Non-Executive Independent Director	Appointment	September 14, 2024
7.	08960192	Mr. Rashmi Sagar Mitkary	Non-Executive Independent Director	Appointment	September 14, 2024
8.	10743608	Mr. Vinaykumar Ramgopal Jhawar	Non-Executive Independent Director	Appointment	September 14, 2024
9.	-	Mr. Shailja Dubey	Company Secretary and Compliance Officer	Appointment	September 13, 2024

Director retires by rotation:

In accordance with the provisions of Sub-Section

(6) of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Bina Hariprasad Bagdiya is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

Your directors recommend re-appointment of Ms. Bina Hariprasad Bagdiya as a Non Executive Director of the Company, liable to retire by rotation.

Current structure of Directors and Key Managerial Personnel:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2025 were as follows:

Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Meeting is circulated at least a week prior to the date of the meeting. The Board met Twenty-Five [25] times in financial year 2024-2025 on following dates and the maximum interval between any two meetings did not exceed 120 days

( H in Lakhs)

(

Sr .No	Board Meeting Dates
1.	17 th June, 2024
2.	18 th May, 2024
3.	29 th May, 2024
4.	27 th May, 2024
5.	31 st May, 2024
6.	13 th August, 2024
7.	10 th August, 2024
8.	19 th August, 2024
9.	31 st August, 2024
10.	5 th September, 2024
11.	13 th September, 2024
12.	16 th September, 2024
13.	25 th September, 2024
14.	26 th September, 2024
15.	28 th September, 2024
16.	14 th November, 2024
17.	16 th January, 2025
18.	22 th January, 2025
19.	24 th January, 2025
20.	29 th January, 2025
21.	03 rd February, 2025
22.	10 th February, 2025
23.	27 th February, 2025
24.	11 th March, 2025
25.	31 st March, 2025

H in Lakhs)

Name	Designation
Mr. Nikunj Hariprasad Bagdiya	Chairman and Managing Director
Mr. Sachin Janardan Mulay	Whole Time Director and Chief Financial Officer
Ms. Bina Hariprasad Bagdiya	Non Independent Non - Executive Director
Ms. Arshita Singh	Independent Non- Executive Director
Ms. Rashmi Sagar Mitkary	Independent Non- Executive Director
Mr. Vinaykumar Ramgopal Jhawar	Independent Non- Executive Director
Mr. Shailja Dubey	Company Secretary & Compliance Officer

74 ?€? Ken Enterprises Limited

The details of attendance of the Director at the meetings are held during the year under review is stated herewith.

Sr. No	Board Meeting Dates	Mr.Nikunj Hariprasad Bagdiya	Mr. Sachin Janardan Mulay	Mr. Bina Hariprasad Bagdiya	Ms. Arshita Singh	Ms. Rashmi Sagar Mitkary	Mr. Vinaykumar Ramgopal	Mr. Krishnakumar Hariprasad Bagdiya
		(Chairman & MD)	(WTD & CFO)	(NED)	(NED- ID)	(NED-ID)	(NED-ID)	(Director)
1)	17 th June, 2024	Present	NA	Present	NA	NA	NA	Absent
2)	18 th May, 2024	Present	NA	Present	NA	NA	NA	Absent
3)	29 th May, 2024	Present	NA	Present	NA	NA	NA	Absent
4)	27 th May, 2024	Present	NA	Present	NA	NA	NA	Absent
5)	31 st May, 2024	Present	NA	Present	NA	NA	NA	Absent
6)	13 th August, 2024	Present	NA	Present	NA	NA	NA	Absent
7)	10 th August, 2024	Present	NA	Present	NA	NA	NA	Absent
8)	19 th August, 2024	Present	NA	Present	NA	NA	NA	Absent
9)	31 st August, 2024	Present	NA	Present	NA	NA	NA	Absent
10)	5 th September, 2024	Present	NA	Present	NA	NA	NA	Absent
11)	13 th September, 2024	Present	NA	Present	NA	NA	NA	Absent
12)	16 th September, 2024	Present	Present	Present	Present	Present	Present	NA
13)	25 th September, 2024	Present	Present	Present	Present	Present	Present	NA
14)	26 th September, 2024	Present	Present	Present	Absent	Absent	Present	NA
15)	28 th September, 2024	Present	Present	Present	Present	Present	Present	NA
16)	14 th November, 2024	Present	Present	Present	Absent	Absent	Present	NA
17)	16 th January, 2025	Present	Present	Present	Present	Absent	Absent	NA
18)	22 th January, 2025	Present	Present	Present	Absent	Present	Absent	NA
19)	24 th January, 2025	Present	Present	Present	Absent	Absent	Present	NA
20)	29 th January, 2025	Present	Present	Present	Present	Absent	Absent	NA
21)	03 rd February, 2025	Present	Present	Present	Absent	Present	Present	NA
22)	10 th February, 2025	Present	Present	Present	Present	Present	Present	NA
23)	27 th February, 2025	Present	Present	Present	Absent	Present	Present	NA
24)	11 th March, 2025	Present	Present	Present	Absent	Present	Present	NA
25)	31 st March, 2025	Present	Present	Present	Present	Present	Present	NA

Board Committee.

The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and require closer review. The Board Committees are formed with the approval of the Board, and they function under their respective Charters. These Committees play an important role in the overall management of the day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform the duties entrusted to them by the Board. The minutes of the Committee meetings are presented to the Board for review.

Your Company has in place, all the Committee(s) as mandated under the provisions of the Act and Listing Regulations. Currently, there are four Committees of the Board, namely:

Audit Committee

Nomination and Remuneration Committee

Stakeholder Relationship Committee

Corporate Social Responsibility Committee

The Company has four committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

Audit Committee:

The Board at its meeting held on 16 th September, 2024, constituted the Audit Committee ("AC"). The composition of the Committee is in compliance with the requirements of Section 177 of the Companies Act, 2013.

During the financial year 2024-25, the Committee met 6 (Six) times on 16 th September, 2024, 26 th September, 2024, 14 th November, 2024, 29 th January, 2025, 3 rd February, 2025, 31 st March, 2025 and the maximum interval between any two meetings did not exceed 120 days.

The composition of Audit Committee as on 31 st March, 2025:

Sr. No	Name of Member	Designation in Board	Designation
1.	Mr. Vinaykumar Ramgopal Jhawar	Non-Executive Independent Director	Chairman & Member
2.	Ms. Rashmi Sagar Mitkary	Non-Executive Independent Director	Member
3.	Mr. Nikunj Hariprasad Bagdiya	Managing Director and Chairman	Member

The attendance of the members at the Meeting of Audit Committees held during the FY 2024-25:

Sr. No	Dates of Committee Meeting	Vinaykumar Ramgopal Jhawar(Chairman)	Rashmi Sagar Mitkary (Member)	Nikunj Hariprasad Bagdiya (Member)
1.	16 th September, 2024	Present	Present	Present
2.	26 th September, 2024	Present	Present	Present
3.	14 th November, 2024	Present	Present	Present
4.	29 th January, 2025	Present	Present	Present
5.	03 rd February, 2025	Present	Present	Present
6.	31 st March, 2025	Present	Present	Present

The Company Secretary shall act as the secretary to the Audit Committee.

Nomination & Remuneration Committee:

The Board at its meeting held on 16 th September, 2024, constituted the Nomination & Remuneration Committee ("NRC"). The Committee is constituted in line with the requirements mandated by the Act.

During the financial year 2024-25, the Committee met 1 (One) on 16 th September, 2024.

The Nomination and Remuneration Committee comprises of the following as on 31 st March, 2025:

Sr. No	Name of Member	Designation in Board	Designation
1	Ms. Arshita Singh	Non- Executive Independent Director	Chairman & Member
2	Mr. Vinaykumar Ramgopal Jhawar	Non- Executive Independent Director	Member
3	Ms. Bina Hariprasad Bagdiya	Non-Executive Director	Member

The attendance of the members at the Meeting of Audit Committees held during the FY 2024-25:

Sr. No	Dates of Committee Meeting	Ms. Arshita Singh (Chairman & Member)	Mr.Vinaykumar Ramgopal Jhawar (Member)	Ms. Bina Hariprasad Bagdiya (Member)
1.	16 th September, 2024	Present	Present	Present

Stakeholder Relationship Committee

The Board at its meeting held on 16 th September, 2024, constituted the Audit Committee ("AC"). SRC of the Company was constituted by the Board in compliance with the provisions of Section 178 of the Companies Act, 2013, to look into the redressal of shareholders/ investors complaints, such as transfer of securities, non-receipt of dividend, notice, annual reports and all other securities holder related matters

During the financial year 2024-25, the Committee met Twice on 16 th September 2024 and 31 st March, 2025.

The composition and attendance of the members of the SRC for the financial year 2024-25 is as follows:

Name of Member	Designation in Board	Position in Committee	No. of Meeting attended
Ms. Rashmi Sagar Mitkary	Non-Executive Independent Director	Chairman & Member	2
Ms. Arshita Singh	Non-Executive Independent Director	Member	2
Mr. Sachin Janardan Mulay	Whole Time Director & CFO	Member	2

Corporate Social Responsibility Committee:

The Board at its meeting held on 16 th September, 2024, constituted the Corporate Social Responsibility Committee ("CSR") under the provisions of section 135 of the Companies Act, 2013. During the year under review, the company was has spent the amount as Corporate Social Responsibility as per Section 135 of Companies Act, 2013.

During the financial year 2024-25, the Committee met 3 (Three) times on 16 th September, 2024, 18 th November, 2024 and 27 th March, 2025.

The composition and attendance of the members of the CSR Committee for the financial year 2024-25 is stated as follows: -

Name of Member	Designation in Board	Position in Committee	No. of Meeting attended
Mr. Nikunj Hariprasad Bagdiya	Managing Director & Chairman	Chairman and Member	3
Ms. Arshita Singh	Non- Executive Independent Director.	Member	3
Mr. Vinaykumar Ramgopal Jhawar	Non- Executive Independent Director.	Member	3

Declaration of Independent Director:

The Company has received necessary declarations from all the Independent Directors on the Board of the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and the Rules made there under and Regulation 16(1)(b) and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

Further, the Independent Directors have also submitted a declaration in compliance with the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, which mandated the inclusion of an Independent Directors name in the data bank of persons offering to become Independent Directors, of Indian Institute of Corporate Affairs ("IICA") for a period of one year or five years or life time till they continue to hold the office of an Independent Director and also completed the online proficiency test, conducted by Indian Institute of Corporate Affairs, wherever applicable.

The Board of Directors, based on the declaration(s) received from the Independent Directors, have verified the veracity of such disclosures and confirmed that the Independent Directors fulfill the conditions of independence specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, as amended and are independent from the management of the Company.

In the opinion of the Board, all the Independent Director are persons possessing attributes of integrity, expertise and experience (including proficiency) as required under the applicable laws, rules and regulations.

The terms and conditions of the said appointment are hosted on website of the Company

Annual Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being

evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The Board has carried out an evaluation of its own performance, the directors individually as well as (including chairman) the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Company.

The Board has devised questionnaire to evaluate the performances of each of Executive, Non- Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

Attendance at the Board Meetings and Committee Meetings;

Qualityof contribution to Board deliberations;

Strategic perspectives or inputs regarding future growth of Company and its performance;

Providing perspectives and feedback going beyond information provided by the management.

Separate Meetings of Independent Directors:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and applicable provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a performance evaluation of the individual Directors as well as evaluation of the Board as a whole and its committees has been carried out.

Further, in terms of Para VII of Schedule IV of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company to evaluate the performance of:

The Chairman of the Company and performance of Non- Independent Directors and the Board as a whole.

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

Further, the Nomination and Remuneration Committee also evaluated the performance of the Board of Directors of the Company.

The following metrics were considered for evaluation:

Generic parameters

Roles and responsibilities to be fulfilled

Participation in Board Processes

Governance

Strategy

Effective Communication

Stakeholder focus

Risk Awareness

The results of evaluation of performance of the Board, its Committees and of individual Directors was found to be satisfactory.

Details of policy developed and implemented by the company on Corporate Social Responsibility initiatives:

Pursuant to the provisions of Section 135 of the Act and the Rules made there under, the Company had duly constituted the Corporate Social Responsibility Committee (CSR Committee) in the Company. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII to the Act.

The details as per the provisions are annexed herewith

as " Annexure-II ".

Directors Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

In the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures;

They have 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 as at 31 st March, 2025 and of the profits of the Company for that period;

They have taken proper and sufficient care for the

maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

They have prepared the annual accounts on a going concern basis;

They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and

They have devised proper systems to ensure compliance with the provisions of all applicable laws and that these systems are adequate and operating effectively.

Nomination and Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors. The said policy is available on the Companys Website

Website Link:

Vigil Mechanism/Whistle Blower Policy:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Companyhad established a mechanism fordirectors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2024-25, no employee or director was denied access to the Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at

Risk Management Policy:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well- defined procedure. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through properly defined framework.

Significant and Material Orders passed by the Regulators or Courts

There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

25 Statutory Auditors

M/s. Mittal Agarwal & Company, Chartered Accountants, Mumbai (Firm Registration No. 131025W), is the Statutory Auditors of the Company. The Statutory Auditor has been appointed at the Annual General Meeting held for F.Y 2023 - 24 for 5 consecutive years starting from financial year 2023-24 to 2027-28.

The Board of Directors recommends their continuation on the basis of satisfactory performance by them during the year under review.

Auditors Report

The Auditors Report to the members on the Accounts of the Company for the financial year ended 31 st March, 2025 does not contain any qualification and is self- explanatory.

Reporting of Fraud by Auditors:

There is no qualification, reservation, adverse remark or disclaimer given by the Auditor in their Report.

Internal Auditor:

The report of Internal Auditor issued and the same has been reviewed.

Secretarial Audit:

The Board had appointed CS Aakruti Somani, Practicing Company Secretaries (Membership No.54612 and COP No. 20395) as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. As per the provisions of Section 204 of the Act read Rules framed there under. The Secretarial Audit Report in Form MR-3 is given as Annexure III and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditor:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records in respect of its manufacturing activities, and such records are duly maintained.

For the financial year 2024?€“25, M/s. Nilesh A. Chalke & Co, Cost and Management Accountants, Kolhapur (Firm Registration No. 001113), carried out the audit of the cost records maintained by the Company for applicable businesses. The Company has received a certificate

from the said firm confirming their eligibility under Section 141 read with Section 148(3) of the Act and Rule 6(5) of the Companies (Cost Records and Audit) Rules, 2014, for appointment as Cost Auditors.

Based on the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. Nilesh

Chalke & Co, Cost and Management Accountants, Kolhapur (Firm Registration No. 001113), as the Cost Auditors of the Company for the financial year 2025?€“26. The remuneration payable to the Cost Auditors is subject to ratification by the Members at the ensuing Annual General Meeting ("AGM"), as required under Section 148(3) of the Act. Accordingly, a resolution seeking Members ratification for the remuneration payable to the Cost Auditors is included in Item No. 5 of the Notice convening the AGM. The details of the Cost Auditors and cost audit conducted by them for financial year 2024-25 are furnished below:

Disclosure on maintenance of cost records The Cost records are maintained by the Company pursuant to the rules prescribed by the Central

Government for maintenance of cost records under

Section 148(1) of the Act in respect of its manufactured goods by the Company.

Particulars of Loans, Guarantees or Investments

There are no loans granted, guarantees given and investments made by the Company under Section 186 of the Companies Act, 2013 read with rules framed thereunder except as stated under Note 5, 6 and 16 to the financial statement.

Particulars of Loans availed from directors or their relatives

As required under Rule 2(c)(viii) of Companies (Acceptance of deposits) Rules, 2014, there are no loans availed by the Company during the year from its directors and their relatives.

Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loan from the banks or financial institutions along with the reasons thereof

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

Related Party Transaction

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on of Related Party Transactions which is also available on the Companys website at Policy intends to ensure that proper reporting,

approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All related party transactions are placed before the Audit Committee for review and approval.

Pursuant to the provisions of the Act and SEBI Listing Regulations with respect to omnibus approval, prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business and are at arms length. Transactions entered into pursuant to omnibus approval are verified by the Finance Department and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

All transactions entered with related parties for the year under review were in ordinary course of business and at arms length basis except the Material related party transactions, i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statement, were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2, annexed as Annexure-IV . Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. All related party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to Note No. 38 to the standalone financial statements which sets out related party disclosure.

Pursuant to the provisions of Regulation 34(3) and 53(f) read with clause 2 of Part A of Schedule V of the SEBI Listing Regulations is not applicable and During the year under review, no person(s) or entity(ies) belonging to the promoter/promoter group which held 10% or more share in the paid-up equity share capital of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review are as follows:

Conservation of Energy

Steps taken or impact on conservation of energy ?€“ The Operations of the Company are not energy intensive. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

Steps taken by the Company for utilizing alternate sources of energy ?€“ Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

The capital investment on energy conservation equipment ?€“ Nil

Technology Absorption

The efforts made towards technology absorption ?€“ the minimum technology required for the business has been absorbed.

The benefits derived like product improvement, cost reduction, product development or import substitution ?€“

Not Applicable

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) ?€“

Not Applicable

The expenditure incurred on Research and Development - Not Applicable

Foreign exchange earnings and Outgo:

( H in Lakhs)

Particulars	Current Year	Previous Year
Foreign Exchange Earnings	2,52.69	1,43.47
Foreign Exchange Outgo (CIF Basis)	1,44.91	108.97

Management Discussion & Analysis Reports:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure V

Business Responsibility Report:

As per the provisions of Regulation 34 (2) of the SEBI Listing Regulations, as amended, the Annual Report of the top 1000 listed entities based on market capitalization shall include a Business Responsibility Report ("BRR"), thus the Business Responsibility Report is not applicable to us.

Corporate Governance:

In accordance with regulation 15(2) of SEBI LODR, 2015, the requirement of compliance with respect to specified Corporate Governance provisions are not applicable to the Company, as the Company has been listed on the SME exchange at NSE Emerge with effect from February 12, 2025.

Corporate Governance:

In accordance with regulation 15(2) of SEBI LODR, 2015, the requirement of compliance with respect to specified Corporate Governance provisions are not applicable to the Company, as the Company has been listed on the SME exchange at NSE Emerge with effect from February 12, 2025.

Details in respect of Adequacy of Internal Financial Controls with reference to Financial Statements:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthening the internal controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

During the year under review, no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1, 2017. The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

43 ORDER OF COURT:

No orders are passed by the regulators or courts or Tribunals impacting the going concern status of your companys operation in future.

INSIDER TRADING:

The Company has adopted an Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The Code is applicable to promoters, member of promoter group, all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also formulated The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. This Code is displayed on the Companys website,

Affirmations and Disclosures:

Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during last three financial years: There are no instances of non-compliances by the Company necessitating imposition of penalties, strictures on the Company by SEBI or any statutory authority, on any matter related to capital markets.

Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation32 (7A): Not Applicable.

(Rs. in Lakhs)

Particulars	Object of the issue	Utilized till 31.03.2025	Pending utilization*
Unidentified Acquisitions in India and abroad	625.00	-	625.00
Purchase of New Machinery	453.30	-	453.30
Capital Expenditure for renovation of both manufacturing facilities	376.54	-	376.54
To meet working capital	2,500.00	2,500.00	-
requirements	2,500.00	2,500.00	-
General Corporate Expenses	1,347.89	1,347.89	-
Issue Expenses	524.52	524.52	-
Total	5,827.25	4,372.41	1,454.84

Where the Board had not accepted any recommendation of any committee of the Board which is mandatorily required, in the relevant financial year: Not Applicable.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. Also, the Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

No. of Complaints received: Nil

No. of Complaints disposed off: Nil

Pending beyond 90 days

Disposed-off during FY 2024-25

Pending as on March 31, 2025

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961 during the financial year. All eligible employees, if any, were provided maternity benefits as prescribed under the Maternity Benefit Act, 1961, and the Company continues to ensure a supportive work environment for women employees during and after maternity.

Statement pursuant to section 197(12) of the companies Act, 2013 read with Rule

5 of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014

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 is provided in this Report as Annexure VI which forms part of this Report.

Companys policy relating to Directors appointment, payment of remuneration and discharge of their duties:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors. The said policy is available on the Companys Website

Details of application/any proceeding pending under the Insolvency and Bankruptcy Code, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

Acknowledgement:

The Directors place on record their fathomless appreciation to employees at all levels for their hard work, dedication and commitment, which is vital in achieving the over-all growth of the Company. The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, business partners and others associated with it as its trading partners. The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors

Ken Enterprises Limited

Place: Ichalkaranji	Nikunj Hariprasad Bagdiya Managing Director And Chairman	Sachin Janardan Mulay Whole Time Director And CFO
Dated: September 5, 2025	DIN: 00415118	DIN: 03532349