KGN Industries Ltd Directors Report

To

The Members of

M/s. KGN INDUSTRIES LIMITED
Dear Members,

Your directors have pleasure in presenting the Board Report on the
business and operations of your Company together with the Audited
Financial Statements and the Auditors Report ("Report") for the financial
year ended March 31, 2026.

FINANCIAL PERFORMANCE

The Summary of vour Comnanvs financial nerformance are as under:

PART ICULARS	2025 - 2026 (In INR)	2024 - 2025 (In INR)
Total Operational Income	0	0
Other Income	18,96,473	30,85,823
Total Income	118,96,473	30,85,823
Total- Expenses	16,57,098	25,12,692
Profit / (Loss) before Tax	12,39,375	5,73,131
Less: Current Tax	147,875	99,960
Less: Deferred Tax Liability / (Assets)	o	0
Profit / (Loss) after Tax	11,91,500	4,73,171

STATE OF COMPANYS AFFAIRS

Your Company during the Financial Year under review has not earned
Revenue from the business operations however has generated the other
income and generated the net profit amounting to Rs 1,91,500/-.

Details of material changes from the end of the financial year There have
been no material changes and commitments affecting the financial position
of the Company between the end of the financial year and date of this Report.

DIVIDEND

With a view to conserve the resources for future, business operations and
expansion of the Companys business, your directors have not recommended
any Dividend for the financial year 2025-26.

RESERVES

As permitted under the provisions of the Companies Act, 2013 (the Act), the
Board has transferred the entire amount available for appropriation for the
current Financial Year 2025-26 to the Reserve.

DEPOSITS

The Company has not invited/accepted any deposit, other than the
exempted deposit as prescribed under the provision of the Companies Act,
2013 and the rules framed there under, as amended from time to time.
Hence there are no particulars to report about the deposit falling under Rule
8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

CHANGES IN NATURE OF BUSINESS

No Changes have been made in nature of business by the Company during
the Financial Year.

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments, affecting the financial position of the
Company have occurred between the end year under review and the date of
the Boards Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

Since there in no unpaid or unclaimed dividend for any of the financial year
which is required to be transferred during the Financial Year under purview
and therefore the provisions of Section 125 (2) (c) of the Companies Act,
2013 does not appfy. Further, there were no funds which was required to be
transferred to Investor Education and Protection Fund (IEPF).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as
per the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is
presented in a separate section, which forms part of this Annual Report

Directors Responsibility Statement Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31,
2026, the applicable accounting standards read with requirements set
out under Schedule III to the Act have been followed and there are no
material departures from the same;

b) the Directors 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_yiew of the. state of affairs of the
Company as at March, 31, 2026 and of the profit of the Company for the
year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities

d) the Directors have prepare# the annual accounts on a going concern
basis;

e) the Directors have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and
operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of governance
and has also implemented several best governance practices. Since the
Company does not meet the paid-up capital and turnover thresholds
specified under the Listing Regulations or the Companies Act, 2013,
separate reporting on Corporate Governance is not applicable.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards with
respect to Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) issued by the Institute of Company Secretaries of India.

There were no materially significant related party transactions which could
have potential conflict with the interests of the Company at large. Members
may refer to Note 33 of the Standalone Financial Statement which sets out
Related Parties Disclosures pursuant to Ind AS.

INTERNAL FINANCIAL CONTROLS

The key internal financial controls have been documented, automated
wherever possible and embedded in the respective business processes.
Assurance to the Board on the effectiveness of internal financial controls is
obtained through Three Lines of Defence which include:

a) Management reviews and self-assessment;

b) Continuous controls monitoring by functional experts; and

c) Independent design and operational testing by the Group Internal Audit
function.

The Company believes that these systems provide reasonable assurance
that the Companys internal financial controls are adequate and are
operating effectively as intended.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Changes in Directors:

List of directors as on March 31, 2026

Director name	DIN	Position
Babulal Hirani	02362983	Director
Janki Vaishya	03050746	Director
Arifbhai Memon .	00209693 ^	Managing Director
Ismail Memon	00209507	Director
Rohan Parikshit Patil	09065286	Director
Raj it Singh Patel	08418829	Director
Mohammad Mansoor	03567053	Director
Jignesh Babulal Hirani	06573673	Director
Sitaram Prasad Paikray	0Q367827	Director

b. Retirement by rotation of Directors:

In accordance with the provisions of Section 152 of the Act, read with rules
made thereunder and Articles of Association of the Company, Mr. Rohan
Parikshit Patil (DIN- 09065286) is liable to retire by rotation and being
eligible for reappointment.

c. Changes in Key Managerial Personnel

The Company was required to appoint Key Managerial Personnel as
per Section 203(1) of the Companies Act, 2013. Mr. Arifbhai
Ismailbhai Memon is Managing Director of the Company and Ms.
Muskan Bhandari as a Company Secretary during the year.

DISCLOSURES: MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year. The
particulars of the meetings held and attendance of each Director are detailed
in the Corporate Governance Report

RISK MANAGEMENT

In todays economic environment, Risk management is a very important
part of business. The main aim of risk management is to identify, monitor
and take precautionary measures in respect of the events that may pose risk
for the business. Companys risk management is embedded in the business
processes and thereby reduces the risk to its possible extent.

The Company has a structured Group Risk Management Framework,
designed to identify, assess and mitigate risks appropriately.

The Risk Management Committee has been entrusted with the responsibility
to assist the Board in:

a) overseeing the Companys enterprise-wide risk management
framework;

b) ensuring that all material Strategic and Commercial risks including
Cybersecurity, Safety and Operations, Compliance, Control and
Financial risks have been identified and assessed; and

c) ensuring that all adequate risk mitigation measures are in place to
address these risks.

-The Company being a Public Limited Company is not under the purview for
constituting Risk management committee under the provisions of listing
agreement. However, the Board periodically reviews the operations of the
Company and identifies the risk / potential risk, if any to the Company and
implement the necessary course of action(s) which the Board deems fit in the
best interest of the Company,

It may be noted that a risk management plan of the Company is developed
and implemented for creating and protecting the Shareholders value by
minimizing threats or losses and to identify and provide a framework that
enables future activities of a Company to take place in a consistent and
controlled manner. In the opinion of the Board, there is no any risk which
may threaten the existence of the Company.

Further, almost all the business operations are being carried out directly
under the supervision and control of the Directors leaving no scope of any
fraud or irregularities.

internal financial controls

The key internal financial controls have been documented, automated
wherever possible and embedded in the respective business processes*
Assurance to the Board on the effectiveness of internal financial controls is
obtained through Three Lines of Defence which include:

a) Management reviews and self-assessment;

b) Continuous controls monitoring by functional experts; and

c) Independent design and operational testing by the Group Internal Audit
function.

The Company believes that these systems provide reasonable assurance that
the Companys internal financial controls are adequate and are operating
effectively as intended.

DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATES

The Company has subsidiary company i.e. M/s. KGN Projects Limited.

The Company has a holding company i.e. M/s. KGN Holding Private Limited
CORPORATE SOCIAL RESPONSIBILITY

Since the Company does not fall in any of the criteria mentioned in Section
135(1) of the Act and rules framed there under, your Company is not
required to constitute a Corporate Social Responsibility ("CSR") Committee.

ANNUAL EVALUATION BY THE BOARD OF PERFORMANCE OF
DIRECTORS

The statement indicating the manner in which formal annual evaluation has
been made by the Board of Directors of its own performance and that of its
committees and Individual Directors is not applicable to your Company
during the financial year under review.

AUDITORS AND AUDITORS REPORT

Statutory Auditors Kamlesh Bhojani, Chartered Accountants, were
appointed as the Auditors of the Company for a term of 5 (five) consecutive
years, at the 30th AGM held on September 30, 2024. The Auditors have
confirmed that they are not disqualified from continuing as the Auditors of
- the Company. The Auditors Report does not contain any qualification,
reservation, adverse remark or disclaimer. The Notes to the financial
statements referred in the Auditors Report are self-explanatory and do not
call for any further comments.

SECRETARIAL AUDITOR

Ms. Puja Pujari, Practising Company Secretary, was appointed as the
Secretarial Auditor of the Company. The Secretarial Audit Report for the
financial year ended March 31, 2026 is annexed and marked as Annexure IV
to this Report.

The Company is in the process of Exploring the options for relisting of the
Equity shares on the BSE Platform.

AUDIT COMMITTEE

Jignesh Hirani was appointed as a member and the Chairman of the Audit
Committee. The other members of the Audit Committee are Janki Vaishya
and Ismail Memon. All the recommendations made by the Audit Committee
were accepted by the Board

Stakeholders Relationship (SR) Committee the SR Committee comprises
Ismail Memon (Chairman), Janki Vaishya, Sitaram Paikray.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has in place a robust Vigil Mechanism and Whistle-blower
Policy in line with the provisions of the Act and the Listing Regulations. An
Ethics & Compliance Task Force (ECTF), comprising an Executive Director,
General Counsel, Group Controller, and Company Secretary, has been
constituted to oversee and monitor the implementation of ethical business
practices. Employees and stakeholders are expected to report actual or
suspected violations of applicable laws, regulations, and the Code of
Conduct. Such genuine concerns (termed Reportable Matters) disclosed
under the Policy are treated as "Protected Disclosures" and may be raised
through email, a dedicated telephone line, or by letter to the ECTF or directly
to the Chairman of the Audit Committee.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS PURSUANT TO SECTION 178 OF THE ACT

Since the Company being a Public Company and does not belong to class of
companies with respect to mandatory constitution of Nomination &

. Remuneration committee and accordingly the Company is not required to
formulate policy on Directors Appointment and Remuneration.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE.

In accordance with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and
the Rules made thereunder, the Company has in place a policy which
mandates no tolerance against any. conduct amounting to sexual
harassment of women at workplace. The Company has constituted Internal
Committee(s) (ICs) to redress and resolve any complaints arising under the
POSH Act. Training/awareness programmes are conducted throughout the
year to create sensitivity towards ensuring a respectable workplace. During
the year under review, no complaints were filed under POSH Act.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT

a) Loans granted: During the financial year under review the company
has not granted any loans as covered under Section, 185 and as provided
under Sec. 186 of the Companies Act, 2013 during the financial year under
review.

b) Investments made: During the financial . year under review the
company has not made any Investment as stated under Sec. 186 of the
Companies Act, 2013 during the financial year under review.

c) Guarantee given or Security provided: During the financial year under
review the company has not giyen any Guarantee or provided security as
provided under Sec. 186 of the* Companies Act, 2013 during the financial
year under review.

RELATED PARTY TRANSACTIONS

During the year 2025-26, your Company has entered into related party
transactions and the same are in compliance with the provisions of Sec. 188
of the Companies Act, 2013 and rules framed thereunder. Form No. AOC-2
is annexed with this report at Annexure-A.

The said transactions were undertaken in the ordinary course of business at
the Arms Length basis and such material transactions are reported in Form
No. AOC-2 and annexed with this report at Annexure-A. The Company has
entered into the said transactions with the related party by passing an
omnibus resolution in the meeting of the Board of Directors and
Shareholders, as may be applicable, as per the requirements of Section 188
of the Act.

Conservation of Energy, Technology Absorption and Foreign Exchange
Outgo

The information pertaining to conservation of energy, technology absorption,
foreign exchange Earnings and outgo as required under Section 134(3){m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is furnished as under.

a. Conservation of Energy

Your Company firmly committed to reduce the consumption of power by
introducing more energy efficient systems and technology in its operations.
The operations of the company are not that energy intensive. However, the
company endeavored to conserve energy consumption wherever feasible.

Steps taken for conservation	No specific measures were taken
Steps taken for utilizing alternate sources of energy	NIL
Capital investment on energy conservation equipments	NIL

b. Technology Absorption

, Efforts made for technology absorption	No new technology is absorbed by the company as the company * is equipped in well manner with all the required technologies and resources that it requires in order to have smooth functioning of business operations.
Benefits derived	Not Applicable
Expenditure on Research 8s Development, if any	No Research and development were carried out during the year under report.
Imported Technology
Details of technology imported	No technology was imported during the year with respect to energy conservation

 

Year of import	Not Applicable
Whether imported technology fully absorbed	Not Applicable
Areas where absorption of imported technology has not taken place, if any	Not Applicable

c. Foreign Exchange Earnings / Outgo

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

Changes in Share Capital

a. Authorised Share Capital

There is no change in the Authorised Share Capital of your Company during

the period under report.

b. Paid Up Share Capital

There is no change in the Paid-up Share Capital of your Company during the
period under report.

The Company has not bought back any of its securities or has not issued
any Bonus Shares or any Sweat Equity Shares or has not provided any
Stock Option Scheme to the employees during the year under review.

INDUSTRIAL RELATIONS & HUMAN RESOURCES

The Company treats its all manpower as a valuable assets and growth of the
Company is possible through entire workforce working in the Company. The
relation with workmen and staff continued to be extremely cordial during the
year under review. The Board wishes to take place on record its appreciation
for the valuable services rendered by its entire workforce.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean & safe
operations. The Companys policy requires conduct of operation in such a
.manner, so as to ensure safety of all concerned compliances, environmental
regulations and preservation of natural resources.

PERSONNEL

There was no employee drawing remuneration requiring disclosure under
the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

The particulars relating to conservation of^energy, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under the
Act, are provided in Annexure V to this Report

ACKNOWLEDGEMENT

The Board places on record its deep sense of appreciation for the committed
services by all the employees of the Company. The Board would also like to
express its sincere appreciation for the assistance and co-operation received
from the. financial institutions, banks, government and regulatory
authorities, stock exchanges, customers, vendors, members, debenture
holders and debenture trustee during the year under review. For and on
behalf of the Board of Directors.