Kewal Kiran Clothing Ltd Directors Report

To,

The Members,

Your Board of Directors are pleased to present the 34 th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2025.

Financial summary & highlights

(Rs in lakhs)

	Audited Financial Results (Standalone)		Audited Financial Results (Consolidated)
f, r Particulars No.	Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31,2024
1 Net Sales/Income from operations	84,034.75	86,049.86	1,00,277.27	86,049.86
2 Other Income	4,903.88	3,697.00	4,932.65	3,687.39
3A Total Expenditure	70,334.76	69,778.90	85,445.16	69,808.28
3B Share of Profit/(Loss) of Joint Venture	NIL	NIL	(3.31)	(6 45)
4 Gross profit (Before deducting any of the following)	20,872.60	21,41489	23,992.92	21,395 42
a. Finance charges	940.05	435 94	1,013.18	435 94
b. Depreciation/Amortization	1,328.69	1,010.99	3,218.30	1,036.96
c. Tax provision	4,517.92	4,515.72	4,842.35	4,514.95
5 Net profit for the Period	14,085.95	15,452 24	14,919.10	5.407 57
6 Other Comprehensive Income/(Loss)	(28.37)	(69 40)	(28.37)	(69 40)
7 Total of Comprehensive Income (net of tax)	14,057.58	15,382 84	14,890.73	5.338 7
8 Profit b/f from previous years	45,508.60	35,539.54	45,422.65	35,498.26
9 Appropriation of profit	500.00	2,465.01	500.00	2,465.01
i) Dividend on equity shares	NIL	2,465 01	NIL	2.465 0
ii) Transfer to Business Progressive fund	500.00		500.00
10 Dividend (in h) per ordinary share	NIL	2 00	NIL	2 00
11 Paid up Equity capital	6,162.52	6,162.52	6,162.52	6,162.52
12 Reserves except revaluation reserve	16,372.38	15,872.38	16,372.38	15,872.38

Overall performance and state of company affairs

In FY2025, we delivered a resilient performance, underpinned by strategic initiatives and volume growth driven by product innovation and design excellence, that further cemented our market position. The Company achieved operating revenues of Rs 1,00,27727 lakhs as against Rs 86,049.86 lakhs, registering a growth of 16.53% y-o-y, backed by EBITDA of Rs 19,060.27 lakhs and EBITDA margin of 19.01% in FY 2025.

The Company reported a profit after tax of Rs 14,919.10 lakhs in FY2025 as against Rs 15,407.57 lakhs in FY2024, a decline of 3.17%. Net Profit Margin stood at 14.18% in FY2025 as compared to 1717% in FY2024. A significant contributor to this change was the increase in Depreciation and Amortization expenses, which rose from Rs 1,036.96 lakhs in FY2024 to Rs 3,218.30 lakhs in FY2025, onthe backof additional amortization of intangible assets resulting from the acguisition of Kraus.

Overview of industry and important changes in the industry

India is the worlds second-largest producer of textiles and garments. Indias cotton, silkand denim are highly popular in other countries, and Indian apparel too has found success across fashion centres around the world. The Indian textile and apparel industry is highly diversified with a wide range of segments ranging from products of traditional handloom, handicrafts, wool and silk products to the organized textile industry in India. It is also the sixth-largest exporter of textiles spanning apparel, home and technical products. India has a 4.6% share of the global trade in textiles and apparel. With a rich history of craftsmanship, Indian textiles and apparel are highly sought after worldwide. The textiles and apparel industry contributes 2.3% to the countrys GDP, 13% to industrial production and 12% to exports.

Consumer preference and regional diversity have changed the apparel market of India, together with some key emerging trends for sustainability, athleisure and the influence of digital platforms. Heightened environmental sensitivity is promoting increased demand for sustainable fashion. A trend can be seen in which people prefer eco-friendly materials and ethical production methods. Online shopping has increased manifold, whereby a wide choice of domestic and international brands is easily availed and it becomes even more striking in Tier-II and III cities, where the e-commerce boom has democratised access to fashion. The athleisure segment is another area witnessing rapid growth, consolidating functionality with style to cater to Indias young, fitness-conscious population. Moreover, performance-oriented clothing at reasonable prices has supported the segments growth. E-commerce platforms further enhance accessibility, contributing to the expansion of this category across urban and rural areas.

External environment and economic outlook

In FY 2024-25, Indias economy showcased remarkable resilience, driven by robust macroeconomic fundamentals, proactive policy measures and sustained government capital expenditure. Despite global challenges, including geopolitical tensions and geoeconomic fragmentation, Indias growth narrative remained robust, with a real GDP growth of 6.5%, solidifying its position as the fastest-growing major economy. The private final consumption expenditure (PFCE) growth accelerated to 7.6%, driven by robust rural demand, despite moderation in urban consumption. PFCEs share in real GDP rose to 56.7%. Strong agricultural performance boosted rural demand, evident from increased sales of two-wheelers, motorcycles, tractors and FMCG volume growth in rural areas. Conversely, urban demand, which previously led postpandemic consumption, showed signs of slowing. Government final consumption expenditure (GFCE) registered a modest growth of 3.8%.

India is set to remain the fastest-growing major economy in FY 2026, driven by strengthening private consumption, robust financials and sustained government spending. Key positives include easing supply chain pressures, softening commodity prices and expected higher agricultural output. Despite potential headwinds from global trade tensions and protectionism, Indias strategic trade agreements and ongoing negotiations could support trade growth. The economic outlook for FY 2026 remains promising, with recovering consumption, robust bank and corporate balance sheets, and resilient services growth. However risks include global trade uncertainty, geopolitical tensions and financial market volatility.

Transfer to reserves

During the year under review no amount has been transfered to reserve.

Share capital

There is no change in share capital during the financial year 2024-25.

Dividend

Your Board of Directors had in their meeting held on May 12, 2025 declared 1 st interim dividend 2024-25 ofRs 2/- (20%) per eguity share absorbing a sum of Rs 1,232.50 lakhs. The record date for the purpose of payment of interim dividend was May 16, 2025 and the said interim dividend was paid in May 2025.

Your Board has decided not to recommend final dividend for the financial year ended March 31, 2025.

Dividend distribution policy

Your Company has formulated Dividend Distribution policy in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015.

The Annual dividend generally consists of a few interim dividend and a final dividend at the year end. The Board of Directors seeks to balance members need of returns and Companys reguirement of long term growth. After meeting internal cash balance towards any strategic investments, the Company will endeavour to return the rest of the free cash generated to shareholders through regular dividend.

The said policy as approved by your Board of Directors has been uploaded on the website of the Company. The dividend distribution policy is available on https://www.kewalkiran.oom/ investors.php#Polides.

Material changes and commitments affecting the financial position of your company

There have been no material changes and commitments, which affect the financial position of your company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report. There is no change in the nature of business of your Company.

Disclosures relating to subsidiaries, associates and joint ventures

White Knitwears Private Limited is a joint venture of your Company. Kewal Kiran Developers Limited (formerly known as Kewal Kiran Design Studio Limited) is a wholly owned subsidiary of your Company.

Kraus Casuals Private Limited became a subsidiary of your company w.e.f. 18 th July 2024.

Kewal Kiran Lifestyle Limited was a wholly owned subsidiary of your company which was striked off from the registrar of companies on March 25, 2025.

Financial statements

The financial statements of your Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of joint venture and the subsidiary, are available on the website of your Company www.kewalkiran.com

Your Company has prepared the consolidated financial statement in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with the Auditors Report form part of the Annual Report.

Pursuant to Section 129(3) ofthe Companies Act, 2013 a statement containing the salient features ofthe financial statements ofthe joint venture and the subsidiary is attached to the Financial Statements in Form AOC-1.

Cash flow statement

In conformity with the provisions of Regulation 34(2)(c)of SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015, the standalone and consolidated Cash Flow Statements for the year ended March 31, 2025 forms a part of this Annual Report.

Business responsibility and sustainability report (BRSR)

In conformity with the provisions of Regulation 34 (2)(f) of the SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015, the Business Responsibility and Sustainability Report forms a part of this annual report.

Credit rating

CRISIL, Indias leading ratings, research, risk and policy advisory Company has assigned AA- / Stable for the banking facilities of the Company. This will further ensure superior credit terms from the financial market and banks.

Investor education and protection fund (IEPF) Unclaimed Dividend

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred bythe Company along with interest accrued, if any to the Investor Education and Protection Fund (the IEPF), a fund established under sub-section (1) of section 125 ofthe Act.

The Company had during the financial year, accordingly, transferred to IEPF, the unpaid and unclaimed dividend amounts pertaining to Final Dividend 2016-17 of Rs 3,056/-, 1 st Interim Dividend 2017-18 of Rs 19,915/- 2 nd Interim Dividend 2017-18 of Rs 15,240/-and 3 rd Interim Dividend 2017-18 of Rs 35,682/-.

Below mentioned is the information relating to outstanding dividend accounts and the due dates for claiming dividends from the company subsequent to which the outstanding amounts standing to the credit of the respective dividend account will be transferred to the IEPF.

Financial year	Date of allotment/declaration	Unclaimed Dividend (in E)	Last date for claiming dividend
4 th Interim Dividend 2017-18	March 10, 2018	8215	April 15, 2025
Final Dividend 2017 18	September 4, 2018	5658	October 8, 2025
1 r Interim Dividend 2018 19	July 21, 2018	9394	August 23, 2025
2 nd Interim Dividend 2018 19	October 25, 2018	13780	November 29, 2025
3 rd Interim Dividend 2018-19	January 23, 2019	40610	February 26, 2026
4 th Interim Dividend 2018-19	March 7, 2019	19630	April 13, 2026
Final Dividend 2018 19	September 18, 2019	2394	October 19, 2026
1 r Interim Dividend 2019 20	June 20, 2019	13013	July 23, 2026
2 nd Interim Dividend 2019 20	October 22, 2019	1.3500	November 22, 2026
3 rd Interim Dividend 2019-20	January 28, 2020	31530	March 3, 2027
4 th Interim Dividend 2019-20	May 26, 2020	11008	July 2, 2027
Final dividend 209 2020	September 5. 2020	5622	October 22. 2027
-Interim Dividend 2020 2	October 22. 2020	22649	November 27. 2027
2InterimDividend 2020 2	January 22. 202	43090	February 25. 2028
1 st Interim Dividend 2021-22	October 28, 2021	30127	December 3, 2028
2 nd Interim Dividend 2021-22	January 27, 2022	82121	March 4, 2029
3 Interim Dividend 202 22	May .2022	8962	June .2029
Interim Dividend 2022 23	October 2. 2022	24854	November 23.2029
7 Interim Dividend 2022 23	April 27. 2023	6374	May 30. 2030
1 st Interim Dividend 2023-24	January 20, 2024	37617	February 21,2031

The web-addresses of the Company and IEPF Authority, where the details of unpaid and unclaimed amounts lying with the Company are uploaded, are https://www.kewalkiran.com/ investors.php#Unpaid%20Dividend% 20Data and http://www. iepf.gov.in/

Any amounts of unclaimed dividend transferred to IEPF after the expiry of the period of seven years as per provisions of the Companies Act, 2013, shall be entitled to apply to the IEPF authority for payment of money claimed.

Mandatory Transfer of Shares to Demat Account of Investors Education and Protection Fund Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutive period of seven years

In terms of Section 124(6) ofthe Companies Act, 2013 read with Rule 6 ofthe Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more are to be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of

such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of lEPFAcan be claimed backbythe shareholders from IEPFA by following the procedure prescribed under the aforesaid rules. The Company sends out individual communication to the concerned Members whose shares are liable to be transferred to IEPFA on a continuous basis, to take immediate action in the matter. An aggregate of 2,655 shares are transferred to the IEPFA till date out of which 620 shares are transferred to the IEPFA during the financial year 2024-25.

Nodal officer

The nodal officer appointed by your Company under the provisions of IEPF is Mr. Abhijit Warange, President - Legal & Company Secretary and the web-address on which the said details are available is https://www.kewalkiran.com/investors.php#IEPF%20Nodal%200fficer/%20List%20of%20shares%20 due%20for%20transfer%20to%20IEPF

Directors

During the year Mr. Vivek K. Shiralkar was appointed as Non Executive Independent Directorof yourCompany from August 13, 2024.

Re-appointment of Director retiring Py rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Vikas P Jain (DIN: 00029901), Director of your Company would retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Key managerial personnel

Your Company has recognized the following persons as Key Managerial Personnel (KMP) in accordance with the Companies Act, 2013.

1. Mr. Kewalchand P Jain - Chairman and Managing Director

2. Mr. Hemant P. Jain - Joint Managing Director

3. Mr. Dinesh P. Jain - Whole-time Director

4. Mr. Vikas P Jain - Whole-time Director

5. Mr Bharat A. Adnani - Chief Financial Officer (CFO)

6. Mr. Nimesh N. Anandpara - Deputy Chief Financial Officer

7 Mr. Abhijit B. Warange - President - Legal &

Company Secretary

There were no resignation or new appointments of Key Managerial Personnels during the year.

Compliance with the code of conduct

Your Company has put in place a Code of Conduct effective January 14, 2006, for its Board Membersand Senior Management Personnel. Declaration of compliance with the Code of Conduct has been received from all the Board Members and Senior Management Personnel as stipulated under Regulation 26(3) of SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015. A certificate to this effect from the Chairman & Managing Director forms a part of this Report.

Compliance with the code of independent directors

Your Company has put in place a Code of Independent Directors approved in the Board Meeting held on May 10, 2014, for its Independent Directors. Declaration of compliance with the code has been received from all the Independent Directors of your Company as reguired under Section 134 (3)

(d) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015. A certificate to this effect from the Chairman and Managing Director forms a part of this Report.

Declaration by independent directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under SubSection (6) of Section 149 of the Companies Act, 2013 read with Rule 6(1) and (2) of theCompanys (Appointment and Qualification of Directors) Rules, 2014 together with SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015.

The Independent Directors have also confirmed that they have registered their names in the Independent Directors Databank. Further, the Board members are satisfied with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company. The details of familiarisation programme for Independent Directors are available on the Companys website at https://www.kewalkiran.com/admin/uploads/ categoryfiles/393Detailsoffamiliari7ation2024-25.pdf.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including Sweat Eguity Shares) to employees of the Company under any scheme and ESOS.

3. Issue of shares pursuant to SEBI (Employees StockOptior scheme) Regulations and SEBI (Share Based Employee Benefit) Regulation, 2014.

4. Issue of shares on Preferential basis pursuant to Section 62 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015.

Board Meetings

The details of the number and dates of meetings of the Board of Directors held during the Financial Year 2024-25 forms part of the Corporate Governance Report.

Committees

The disclosure of composition of all Committees constituted by your Board under the Act and the Listing Regulations and the changes if any in the composition of such Committees during the year as well as the number and dates of the meetings of the Committee are given in the Corporate Governance report, which forms part of this Annual Report.

Directors responsibility statement

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adeguate accounting records in accordance with the provisions of the Companies Act,

2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the accounts for the financial yearended March 31, 2025 on a going concern basis;

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

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adeguate and operating effectively.

Internal financial controls with reference to financial statements

Your Company has an Internal Control system, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adeguacy of the Internal Control System in the Company, its compliance withoperating systems, accounting procedures and policies at all the Company locations. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the Internal Audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Your Board has also reviewed the internal processes, system and the internal financial control and the Directors Responsibility Statement contain a confirmation as regards adequacy of the internal financial controls.

Details of internal financial controls and its adequacy are included in the Management Discussion and Analysis Report (MDAR) which forms part of this Report.

Auditors

The Members of the Company in the 31 st Annual General Meeting held on September 6, 2022 had appointed M/s. Jain & Trivedi, Chartered Accountant, as the Statutory Auditors and M/s. N.A. Shah Associates LLP as the Joint Statutory Auditors of the Company for a period of five years i.e. to hold office from the conclusion of 31 st Annual General Meeting till the conclusion of the 36 th Annual General Meeting of the Company to be held in the year 2027.

Audit report

There are no qualification or adverse remark in the Auditors report which require any explanation from the Board of Directors.

The Auditors Report on financial statements forming part of this Annual Report is self-explanatory and do not call for any further comments. During the year under review, no frauds were reported by the auditor under Section 143(12) of Companies Act, 2013.

Secretarial audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ummedmal P. Jain, proprietor of M/s U. P. Jain & Co (C.P. No. 2235) to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is included as Annexure - III and forms an integral part of this report.

There are no Oualification, Reservation or Adverse Remark in the Secretarial Audit report which reguire any explanation from the Board of Directors.

Pursuanttothe Regulation 24AoftheSEBI Listing Regulations and Section 204 of the Companies Act, 2013, the Board at its meeting held on May 12, 2025, based on recommendation of the Audit Committee, has approved the appointment of Mr. Ummedmal P. Jain, Peer reviewed Practising Company Secretary (COP no. 2235) as Secretarial Auditor of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.

Secretarial standards

Your Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India on Meetings of Board of Directors, General Meeting, Dividend and the Boards Report.

Deposits

Your Company has not accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during Financial Year 2024-25.

Particulars of loans, guarantees or investments under section 186 of the companies act, 2013

Your Company has not given any loans or guarantee during the financial year 2024-25. The acguisitions of securities of any other body corporate are within the limit specified u/s 186 of the Companies Act, 2013. The details of the same are given in the notes to financial statements.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given as Annexure - I.

Related party transactions

Suitable disclosure as required by the Accounting Standard (AS-24) has been made in the notes to the Financial Statement.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the companies act, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 is given in Annexure - II.

There were no material related party transaction during the year under review with Promoters, Directors or Key Managerial Personnel which may have potential conflict of interest with the Company at large. The Company has developed a Related Party transactions framework through standard operating procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee. A statement of all Related Party Transactions is placed before Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions for approval. The policy on Related Party transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link to the Related Party Policy is https: //www.kewalkiran.co m/investo rs. php#Policies

Risk management

Your Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in

(a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Committee has adopted a Risk Management Policy in accordance with Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which has been approved by Board of Directors.

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Companys management systems, organisational structures, processes, standards, code of conduct and behaviours together governs the conduct of your Companys business and managing associated risks.

Vigil mechanism / whistle blower policy

Fraud free and corruption free work culture has been core of your Company. In view of the potential risk of fraud and corruption due to rapid growth and geographic spread of operation, your Company has put an even greater emphasis to address this risk.

To meet this objective your Company has adopted a Whistle Blower Policy establishing Vigil Mechanism to provide a formal mechanism to the Directors and employees to report their concern about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employee who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the Company have been denied access to the Audit Committee in the Financial Year 2024-25.

The Policy on whistle blower/ vigil mechanism may be accessed on the Company website at https://www.kewalkiran.com/ investors.php#Policies

Significant and material orders passed by the regulators or courts or tribunals

There are no significant and/or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

Companys policy on directors appointment, remuneration and evaluation

In terms of the applicable provision of the Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Board had approved the Nomination and Remuneration Policy and Evaluation Policy as recommended by Nomination and Remuneration Committee, in the Board Meeting held on October 10, 2014. The Nomination and Remuneration Committee has incorporated the criteria for determining qualifications, positive attribute and independence of Director in the Nomination and Remuneration and Evaluation Policy in terms of provision of Section 178(3) and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Companys policy on Directors appointment and remuneration and the criteria for determining qualifications, positive attributes and independence of a Director is given at https://www.kewalkiran.com/investors.php#Policies.

The said policy envisages the criteria for selection and appointment of Board Members like determining qualification, positive attributes and independence of Director, etc. It also lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The detail of the remuneration policy of the Company is given in the Corporate Governance Report, which forms part of this Annual Report. The said policy also lays down the criterion for payment of remuneration to Non-Executive Directors and the web-linkof the same is https://www. kewalkiran.eom/investors.php#Polides.

Annual board evaluation

Your Board has adopted a formal mechanism for evaluating its performance and as well as that of its Committee and individual Directors, including the Chairman of the Board.

The criteria for performance evaluation of the Board include aspects like Board composition and structure effectiveness of Board processes, information and functioning, experience, competencies, etc. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, etc.

The evaluation of the independent Directors was carried out by the entire Board and that of the Chairman and the NonIndependent Directors were carried out by the independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Remuneration of directors and employees

The information required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors report for the year ended March 31, 2025 and the prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - IV and forms part of this report.

Save and except the relation between the Executive Directors inter se (the executive directors are brothers) none of the employees listed in the said annexure is a relative of any Director of the Company. None of the employees (save and except the Executive Directors) hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.

Corporate social responsibility report

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy of the Company indicating the activities to be undertaken by the Company which has been approved by the Board. The Corporate Social Responsibility Policy may be accessed on the Companys website at https:// www.kewalkiran.com/investors.php#Policies. The Company considers Corporate Social Responsibility spend in the areas of Healthcare, Education, Animal welfare and such other areas as the Board may deem fit from time to time so as to qualify as a Corporate Social Responsibility spend pursuant to the Corporate Social Responsibility Policy of the Company and in accordance with the provisions of the Companies Act 2013 and the rules made there under.

The report on Corporate Social Responsibility initiatives as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given as Annexure - V.

Extract of annual return

Pursuant to amendment to Section 92 of the Act read with the Rule 12 of Companies (Management and Administration) Rules, 2014, your Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards Report. Annual Return as at March 31, 2025 is available on website of the Company www.kewalkiran.com.

Environment and safety

Your Company is conscious of the importance of environmentally clean and safe operations. Your Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances with environmental regulations and preservation of natural resources. The Company provides a safe and healthy workplace focussing on creating right safety culture across the organisation and aims to achieve ultimate goal of zero injuries to all its employees and all stakeholders associated with the Companys operations.

Maintenance of cost record

Your Company is not required to maintain cost record as specified by the Central Government under section 148(1) of the Companies Act, 2013.

Management discussion and analysis report

A detailed review of Industry Structure and Developments, Internal Control System, Risk and Concern, operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms a part of this Annual Report.

Corporate governance

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. Your Company has also implemented several best Corporate Governance practices as prevalent globally.

The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of the Annual Report.

The requisite certificate from the Auditors, M/s. Jain & Trivedi, Chartered Accountants and M/s N.A Shah Associates LLP, Chartered Accountants, confirming the compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report.

Disclosures pertaining to the sexual harassment of women at the workplace (prevention, prohibition and redressal) act, 2013

The Company has in place a Policy for prevention of sexual harassment at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

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

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

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

Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.

There are no application made or pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

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.

There were no instances of one-time settlement with any bank or financial institution.

Compliance of maternity benefit act, 1961

The Company has complied all the provisions of Maternity Benefit Act, 1961

Acknowledgements

Your Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders and all its employees across the country, as well as the various Government Departments,

Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effective operations of your Company.

	For and on behalf of the Board
	Kewalchand P. Jain
Place: Mumbai	Chairman & Managing Director
Dated: August 7, 2025	DIN: 00029730