Khaitan India Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting their 89th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March 2026.

1. Financial Highlights

During the year under review, performance of your Companys financial results are as under:

Rs. in Lakhs

	Standalone		Consolidated
Particulars	Financial Year	Financial Year	Financial Year	Financial Year
	2025-26	2024-25	2025-26	2024-25
	(FY 2026)	(FY 2025)	(FY 2026)	(FY 2025)
Revenue from operations	11223	7760	11223	-
Total Income	11293	8036	11293	-
Total Expenses	10686	7321	10687	-
Profit/ (Loss) before exceptional items and Taxation	607	715	606	-
Deferred Tax	1	17	1	-
Profit After Tax	606	698	605	-
Earnings Per Share	12.77	14.69	12.74	-

Company did not have any subsidiary at the end of financial year 2024-25 and hence same has not been provided.

2. Operation and Performance Review

During the year under review, the Company achieved revenue of Rs. 112.23 Crores as compared to Rs. 77.61 Crores in the previous financial year, reflecting growth of about 45% from last financial year. The total income during the financial year increased to Rs. 112.93 Crores as compared to Rs. 80.36 Crores in the previous financial year, reflecting growth of about 41% from last financial year.

Profit before tax decreased to Rs. 6.08 Crores as compared to Rs. 7.15 Crores in the previous financial year. Profit after tax for the financial year slightly decreased to Rs. 6.06 Crores as compared to Rs. 6.98 Crores in the previous financial year.

The turnover of the company has increased significantly, however, due to increase in cost amid global geo-Political condition, the expenses of the Company has increased resulting into slight decrease in profit of the company. The Company remains focused on improving its performance and sustaining profitability through better operational efficiencies and prudent financial management.

3. Companys Affairs and Future Outlook

During the year, performance of Company in terms of revenue has improved substantially and company has achieved growth of almost 41% in total income, which was mainly from the business segment of electrical goods. During the year, companys profit has slightly decreased as compared to the last year due to increased cost amid global tensions. Further, due to accumulated losses, no income tax is payable.

The operation of the Sugar Division has been suspended owing to factor of the huge working capital requirement and very huge input cost. Company believes that it may expect some turnaround in future. Company is taking steps towards the same, however, no immediate turnaround is visible at this point of time.

In relation to the Agriculture division, Company has small revenue and same would continue without any exceptional increase.

In relation to the electrical division, Company has substantially increased the operation and is looking for expansion in all geographical area through its network. Further Company is also increasing the product mix to increase its share in electrical goods market. The demand for the product is increasing due to quality and brand value. The Company is increasing its efforts in effectively utilising the online platform for the marketing of its product.

Your directors are hopeful that company would be able to make a better margin and mitigate risks of cost and maintain the growth and profitability over a period of time.

DIRECTORS REPORT (Cont.)

4. Change in Nature of the Business

There was no change in the nature of the business of the Company during the year.

5. Dividend

With a view to conserve resources, your directors have decided to withhold the dividend during the financial year. This will conserve the resources and improve liquidity and cater to the fund for the expansion activity of the Company.

6. Transfer to Reserves

Company does not propose to transfer any amount to the reserve during the year. All profits have been carried forward in the profit and loss account.

7. Share Capital

There has been no change in the authorised and paid- up capital of the Company during the year.

8. Annual Return

The Annual Return in the e-form MGT - 7 for the financial year 2025-26 to the extent it can be filled in is provided on the Companys website at www.khai- tansugar.in and may be treated as part of Board Report.

9. Board of Directors and Meetings of the Board

The Board is properly constituted with an appropriate mix of executive, non- executive and independent directors to maintain the independence of the Board and to separate the Board functions of governance from the management.

The Board is constituted in compliance with Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015. The total strength of the Board comprised of four directors at the end of financial year 2025-26. Board comprised of one executive promoter director and three non-executive directors with all three non-executive directors being the independent directors, with two of the independent directors being the woman director. The composition of the Board was proper throughout the financial year as per Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Certain changes has taken place in the composition of the Board during the year. The directors would like to put on record that all the changes in composition of Board have occurred owing to their pre-occupation of the directors and there is no other material reason for their resignation.

Following changes took place during the financial year in composition of Board:

(i) Mr. Manoj Chhawchharia (DIN: 00214867) and Mr. Ajay Ahlawat (DIN: 01227343), independent directors, resigned from the directorship w.e.f. 1st April 2025 and 9th April 2025, respectively, due to personal reasons. Board places on record appreciation for their guidance and contribution during the challenging time of the company.

(ii) Ms. Pooja Kalanouria (DIN: 09056683) and Ms. Ayushi Khaitan (DIN: 10171829), independent directors were appointed at the Board Meeting dated 30th June 2025. Both of them are qualified professional and brings substantial value addition to the quality of the Board.

(iii) Mr. Sandip Chatterjee (DIN: 06875010) and Ms. Sujata Chatterjee (DIN: 00245656), independent directors have resigned w.e.f. 1st July 2025 due to personal reasons. Board places on record appreciation for their guidance and contribution during the challenging time of the company.

During the financial year 2025-26, seven (7) Board Meetings were held on 24th April 2025, 28th May 2025, 30th June 2025, 18th July 2025, 29th August 2025, 14th November 2025 and 29th January 2026.

The attendance of Directors in the Board meeting during the financial year 2025-26 is provided below:

Name of the Director	Number of Meetings Held	Number of Meetings Entitled to Attend	Number of Meetings Attended
Sunay Krishna Khaitan	7	7	7
Gopal Mor	7	7	7
Sandip Chatterjee	7	3	2
Sujata Chatterjee	7	3	2
Ajay Ahlawat	7	0	0
Manoj Chhawchharia	7	0	0
Pooja Kalanouria	7	5	5
Ayushi Khaitan	7	5	5

None of the directors are disqualified under Section 164 of the Companies Act, 2013.

DIRECTORS REPORT (Cont.)

10. Loan, Guarantees and Investments under Section 186

The Company has not granted any loan or extended any guarantee or provided any security in connection with the loans during the financial year 2025-26.

The Company has incorporated two subsidiaries during the year for the purpose of the strategic planning.

The present investment along with earlier investment is within the limit of Section 186 of the Companies Act 2013. Please refer to Note no. 6 of Notes to Accounts for details of all investments made by the Company.

11. Contracts or Arrangements with Related Parties

All Transactions entered into with related parties as defined under the Companies Act, 2013 and Regulation 23 to the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, during the financial year were in the ordinary course of business and on arms length basis.

All related party transactions are placed before the Audit Committee and also the Board for approval. Particulars of contracts or arrangement with related parties as prescribed in form AOC-2 as Annexure -1. Further, all the related party transactions are specified in Note no. 43 to Notes to Accounts and may be deemed to be part of the Board Report.

12. Material changes affecting the financial position of the Company

There are no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company,

i.e., 31st March 2026 and till the date of this Board Report.

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

Companies Sugar and Agri Division are industrial undertaking requiring the energy conservation and technological absorption.

Information as per Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo has been enclosed with this report as Annexure - 2.

14. Subsidiaries, Joint Venture and Associate

During the year under review, Company has incorporated two subsidiaries namely Khaitan Strategy Limited and Khaitan Fans & Appliances Limited. The details of subsidiary is provided in Form AOC-1 as annexed to this Boards Report as Annexure - 3. The financial statement along with Board Report of each of the subsidiary are available at the website of the Company.

The company does not have any Joint venture or Associate Company.

15. Risk Management Policy

Risk management is an integral part of the business. The risk management process, inter alia, provides for a review of the risk assessment and mitigation procedures with timely reporting to the management and review of the identified risks at periodic intervals to assess the progress of control measures.

The Audit committee of the Board also oversees and serves as Risk Management Committee. The Committee had formulated a Risk Management policy that outlines the different kinds of risks and risk mitigating measures. The major risks are reviewed for the change in their nature and extent since the last assessment. It also provides control measures for risks and future action plans. Your Board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor and manage risks. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

The details about risk and its management is provided in details appropriately in the report. The policy and terms of reference have been provided in Corporate Governance Report forming part of the Directors Report.

16. Directors and Key Managerial Personnel

During the financial year 2025-26, some changes in the composition of the Board took place as provided above. Your Board consist of four directors at the end of the financial year and till date of this Report. Details including profile of Directors are provided in the Corporate Governance Report, which forms a part of the Board Report.

During the financial year 2025-26, more than half of the Board of the Company comprised of independent directors and the composition of the Board was in compliance with regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Obligations) Regulations 2015 and Section 149 of the Companies Act, 2013.

As on date, Board comprises of four directors with three independent directors. Since, the Board strength is comprise of only on promoter executive director apart from independent director, his directorship is liable to retire by rotation even being a Managing Director. Since he has retired at the Annual General Meeting of 2024, he is not liable to retire at the ensuing Annual General Meeting.

During the year, no changes has taken place in the position of key managerial personnel.

17. Significant and Material Orders Passed by the Regulators, Courts or Tribunals

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

18. Insurance

All insurable interest of the Company including, buildings, furniture and fixtures and other insurable interest are adequately insured.

19. Statement in Respect of adequacy of Internal Financial Control with Reference to the Financial Statements Internal Controls

A robust system of internal control, commensurate with the size and nature of its business, forms an integral part of the Companys corporate governance policies. Internal Audit has been conducted by internal auditors having appropriate experience. Findings of the internal auditor are reviewed by the management and the report of internal auditor is placed before the Audit Committee and proper follow-up action are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business.

Internal Financial Controls

As per Section 134(5) (e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems and frameworks of internal financial controls.

These include those policies and procedures that:

i. Pertain to the maintenance of records which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company

ii. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures are being made only in accordance with authorizations of the management and the Directors of the Company and

iii. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that can have a material effect on the financial statements.

This provides the Directors reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks to enable them to meet these responsibilities. The Company has devised appropriate systems and frameworks including proper delegation of authority, policies and procedures, effective IT systems aligned with business requirements, internal audit framework, risk management frameworks and whistle blower mechanism.

The Audit committee regularly reviews the internal control system to ensure that it remains effective and aligned with business requirements. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls and are in turn reviewed at regular intervals.

The Company has developed a framework for designing and assessing effectiveness of internal controls over financial reporting and has already laid down entity-level policies and process-level standard operating procedures.

The entity-level policies comprise anti-fraud policies (code of conduct including conflict of interest, confidentiality and whistle blower policy) and other policies (organization structure, roles and responsibilities, insider trading policy, related party policy, prevention of sexual harassment policy, risk management policy, policy for materiality of information or events and policy for preservation of documents). The Company has also prepared standard operating practices for each of its processes of revenue to receive, procure to pay, hire to retire, finance and accounts, fixed assets, treasury, inventory, operations and administrative expenses.

The management assessed the effectiveness of the internal financial controls over financial reporting as of 31st March 2026 and the Board believes that the controls are adequate.

20. Deposits

The Company has not accepted any deposits in terms of Section 73 or Section 76 of the Companies Act, 2013. All details of the exempted deposit is elsewhere provided in the financial statement.

21. Declaration by Independent Directors

The Independent Directors have submitted the declaration of independence, stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and SEBI LODR Regulations, 2015. Your Board is of opinion that appointed independent directors meets the criteria of integrity, expertise and experience (including the proficiency).

22. Receipt of any Commission by Managing Director/ Whole Time Director from the Company or Receipt of Commission/ Remuneration from Subsidiary

The Managing Director/ Whole Time Director are not in receipt of any commission from the Company or any commission/ remuneration from any of subsidiaries.

23. Statutory Auditor

K. C. Bhattacharjee & Paul, Chartered Accountants, having FRN 3030026E have been re-appointed as Statutory Auditors of the Company at the 88th Annual General Meeting held on 25th September 2025 for a period of five years and their term of office is till the financial year 2029-30 and they hold office till conclusion of 93rd Annual General Meeting (AGM) for the financial year 2029-30.

24. Cost Auditor

As per the provisions of Section 148 of the Companies Act, 2013, the Company does not fall under the requirement of Cost Audit or maintenance of Cost Records.

25. Secretarial Audit Report

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed V P Rajeev & Associates, Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company at the 88th Annual General Meeting for a period of five years and his term of office is till financial year 2029-2030.

The Secretarial Audit report issued by Mr. V P Rajeev, Proprietor, V P Rajeev & Associates, Company Secretaries in Form MR-3 pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014, has been enclosed with this report as Annexure - 4.

The Secretarial Audit report do not contain any qualification or observation other than statement of inadvertent delay in filing of certain e-forms. Company do take note of same and would try to endeavour to comply with the timeline of filing in future.

26. Auditors Report

The Statutory Auditors Report on financial statements of the Company is provided along with the financial statements. The Auditors contains qualified opinion for the Financial Year 2025-26.

All the qualification/ observations are duly replied below.

The Auditors have referred to Note No. 47 of the financial statements regarding the suspension of production activities of the sugar mill for a long period. In their opinion, the assets, liabilities, amount of expenses and cash flows relating to the said sugar mill should have been recognised and disclosed as Discontinued Operations; however, the Company has considered the same as part of continuing/regular business operations.

The Company has been engaged in the sugar business since 1936. The suspension of operations is temporary and primarily due to working capital constraints and ongoing research for improving sugarcane yield in collaboration with agricultural experts. The management is of the view that operations will resume once the desired quality of cane is achieved and requisite funding is arranged. In view of the expected revival in the near future, the business of the sugar division has been treated as a continuing operation.

Without modifying their opinion, the Auditors have drawn attention to Note No. 49 of the financial statements regarding balances of trade receivables, trade payables, loans and advances, claims recoverable and bank accounts, which are subject to reconciliation and confirmation.

The Company is in the process of obtaining necessary confirmations and reconciling the outstanding balances. Adjustments, if any, arising from such reconciliation will be accounted for upon completion of the exercise.

27. Reporting of Frauds

During the year under review, the Statutory Auditors has not reported any instances of frauds committed in the Company by its officers.

28. Audit Committee

The Company has Audit Committee in compliance to the Section 177 of Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The details about composition of the Audit Committee, its terms of reference, meetings, etc. have been provided in the Corporate Governance Report.

There were no such incidences where the Board has not accepted the recommendations of the Audit committee during the year.

29. Nomination & Remuneration Committee

The Company has constituted Nomination and Remuneration Committee in compliance to the Section of Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Company strongly believes that its human resource has infinite potential and therefore, their development is the key to organizational effectiveness. We commit ourselves to integrate human resources with organizational growth and development for mutual benefit. The Nomination and Remuneration policy has been formulated in compliance to the requirement of Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The details about composition of the Committee, Nomination and Remuneration Policy and other terms and condition, including its terms of reference, have been provided in the Corporate Governance Report.

30. Stakeholders Relationship Committee

The Company has constituted Stakeholders Relationship Committee in compliance to the Section of Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The details about composition of the Stakeholders Relationship Committee, its terms of reference, meetings, etc. have been provided in the Corporate Governance Report.

DIRECTORS REPORT (Cont.)

31. Corporate Social Responsibility (CSR)

Company has formulated its CSR Policy, identifying the areas of intervention, and selecting suitable projects in line with the activities specified in Schedule VII of the Companies Act, 2013.

The Company has duly complied with the CSR obligation during the financial year 2025-26 and has spent the obligated amount as per the provisions of the Act. Company is not required to constitute the CSR Committee as the amount to be spent by the Company was less than Rs. 50 Lakhs. Hence all the decision of the CSR was undertaken by the Board and Board has authorised Mr. Sunay Krishna Khaitan, Managing Director to identify suitable project as per the CSR Policy of the Company.

The disclosure as per the format prescribed for reporting of CSR is attached as Annexure 5.

32. Performance Evaluation

Pursuant to provisions of the Companies Act, 2013, and SEBI (LODR) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, including Independent Directors, as well as the evaluation of the working of its Committees, i.e., Audit, Nomination & Remuneration and Stakeholder Relationship committees.

A structured format was prepared to rate after taking into consideration inputs received from Directors covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture and execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Independent Directors. The performance evaluation of Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.

The mechanism for the evaluation of the Board is given in detail in the Corporate Governance report.

33. Human Resources

Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. It considers people as its biggest assets. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership. Your Company facilitates proper induction and appropriate upgrade for the skills.

34. Disclosure on Establishment of a Vigil Mechanism

The Board of Directors has adopted a Whistle Blower policy. The policy aims for conducting the affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. Directors and all permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for Directors/ Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of code of conduct and ethics. It also provides for adequate safeguards against the victimization of Directors/ Employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. A copy of the Whistle Blower Policy is also hosted on the website of the Company.

35. Secretarial Standard

The company has complied with the Secretarial Standards, SS-1 and SS-2 issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings. Company also endeavours to ensure compliance of other secretarial standard/ guidance notes.

36. Managerial Remuneration

The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations.

The Company has devised, inter alia, the following policies viz.:

a) Policy for terms and conditions for directors appointment; and

b) Remuneration Policy for Directors.

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been enclosed with this report as Annexure - 6 .

37. Disclosure as per Listing Regulations

Disclosures pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in Annexure - 7 apart from those which are provided/ covered in Corporate Governance.

38. Management Discussion and Analysis report

As per Regulation 34(3) and Schedule V of SEBI (LODR) Regulations, 2015, a separate section on Management Discussion and Analysis report forms an internal part of Directors Report as Annexure - 8 .

39. Corporate Governance

The provisions of Corporate Governance pursuant to Regulation 15 of the SEBI (LODR) Regulations, 2015 have become applicable to the Company as the net worth of the Company exceeded Rs. 25 Crore at the end of previous financial year ended on 31st March 2025. Company has duly complied with the provisions of corporate governance and detailed reporting of the conditions of corporate governance is being made in this report.

As per Schedule V of SEBI (LODR) Regulations, 2015, a separate section on corporate governance practices followed by the Company, report on Corporate Governance by independent professional together with a certificate confirming compliance and CEO/CFO Certificate by the Managing Director and Chief Financial Officer forms an integral part of this Directors Report as Annexure - 9.

40. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

As per the information of the Company as on date of this report, no proceeding has been filed or is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

41. Companies (Auditors Report) Order, 2020

The provisions of CARO is applicable and required reporting has been made by the statutory auditor as part of the audit report. The report as provided is self- explanatory.

42. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has adopted a policy on prevention of sexual harassment of women at workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also created an Internal Complaints Committee. During the financial year ended 31st March 2026, the Company has not received any complaints pertaining to sexual harassment. A copy of the policy on Sexual harassment is also hosted on the website of the Company.

Sr. No .	Particulars	Number
(a)	Number of complaints of sexual harassment received in the year	0
(b)	Number of complaints disposed off during the year	0
(c)	Number of cases pending for more than ninety days	0

43. Maternity Benefit Act 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

44. Directors responsibility statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2026 and of the profit /loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

f) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

45. Transfer to Investor Education and Protection Fund

The Company does not have any unclaimed dividend pending with it to be transferred to Investor Education and Protection Fund.

46. Acknowledgment

Your Directors take this opportunity to offer their sincere thanks to all stakeholders including the various departments of the central and state governments, government agencies, banks, financial institutions, shareholders, customers and employees who through their continued support and co-operation have helped in your Companys progress.

For and on behalf of the Board of Directors Khaitan (India) Limited

Sunay Krishna Khaitan

Whole time Director DIN:07585070

Place: Kolkata Date: 29th August 2026