Khyati Global Ventures Ltd Directors Report

To

The Members,

Your Directors take pleasure in presenting their 33^rd Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2026 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2026 and the previous financial year ended March 31, 2025 is given below:

(? in lacs)

Particulars	Standalone	Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Total Income	13258.48	12126.01	15023.99	12126.01
Less: Expenditure	12410.29	11462.15	14139.46	11462.15
Profit before Depreciation and tax	848.19	663.86	884.53	663.86
Less: Depreciation	49.76	34.33	67.11	34.33
Profit before Tax	798.43	629.53	817.42	629.53
Provision for Taxation	198.17	156.14	198.17	156.14
Profit after Tax	600.26	473.38	619.25	473.38
Earnings Per Share (FV of Rs.10/- per share)
(1) Basic	8.60	7.45	8.87	7.45
(2) Diluted	8.60	7.45	8.87	7.45

2. REVIEW OF OPERATION:

The highlights of the Company’s performance on standalone basis are as under:

(a) The Total Income of the Company stood at ^13258.48 lacs for the year ended March 31, 2026 as against ^12126.01 lacs in the previous year.

(b) The Company made a net profit of ^600.26 lacs for the year ended March 31, 2026 as compared to the net profit of ^473.38 lacs in the previous year.

The highlights of the Company’s performance on Consolidated basis are as under:

(c) The Total Income of the Company stood at ? 15023.99 lacs for the year ended March 31, 2026 as against ^12126.01 lacs in the previous year.

(d) The net profit of ? 619.25 lacs for the year ended March 31, 2026 as compared to the net profit of ^473.38 lacs in the previous year.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

4. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2026.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unpaid/unclaimed dividend amount lying with the Company, therefore the provisions of Section 125 of the Companies Act, 2013 do not apply.

6. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2026 is available on the Company’s website at www.kgv.co.in.

7. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31st March, 2026 to which these financial statements relate and the date of this report.

8. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The details of the subsidiaries, joint ventures or associate companies are as mentioned below:

Sr. No. Name of the Company	Subsidiary/Joint Venture / Associate
1. Kumbh Spices (formerly known as Anilkumar Sureshkumar & Co.)	Subsidiary
2. Nascent Global Impex LLP	Subsidiary

Further, a statement containing the salient features of the financial statement of subsidiary Company in the prescribed format AOC 1 is appended as an “Annexure I” to the Board’s report. The statement also provides the details of performance, financial positions of the subsidiary company. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiary, are available on website of the Company. These documents will also be available for inspection during the business hours at the registered office of the Company.

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND THETR ADEQUACY

Adequate internal control systems commensurate with the nature of the Company’s business and size and complexity of its operations are in place and has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Transactions/Contracts/ arrangements, falling within the purview of provisions of Section 188(1) of the Companies Act, 2013, entered by the Company with related parties as defined under the provisions of Section 2(76) of the Act, during the financial year under review, were in ordinary course of business and have been transacted at arm’s length basis. During the year under review, all contracts / arrangements / transactions entered into by the Company with related parties were approved by the Audit Committee and Prior omnibus approval is obtained for related party transactions which are repetitive in nature and entered in the ordinary course of business and on arm’s length basis. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025- 26 and hence does not form part of this report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website: www.kgv.co.in.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to account to the financial statements for the financial year 2025-26.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by the Regulators, Courts, or Tribunals Impacting the going concern status of the Company and its operation in the future.

13. SHARE CAPITAL

The details of Share Capital of the Company are as under:

	As at 31st March 2026	As at 31st March 2025
Particulars	Number of Shares	Amount (In Lakhs)	Number of Shares	Amount (In Lakhs)
Authorised Capital: Equity Shares of ? 10/- each	70,00,000	700.00	70,00,000	700.00
Issued, Subscribed & Paid-up Capital: Equity Shares of ? 10/- each	69,78,100	697.81	69,78,100	697.81

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the changes in the Board of the Company during the year under review:

The constitution of the Board of Directors is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Aditi Hiren Raithatha (DIN: 09322844), Joint Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered herself for reappointment. Necessary resolution for re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend her re-appointment for your approval. A brief profile of

Ms. Aditi Hiren Raithatha (DIN: 09322844), is given in the Notice convening the forthcoming AGM for reference of the shareholders.

15. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) as emended.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.

16. PERFORMANCE EVALUATION

Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework under which evaluation of the performance of Board as a whole, its committees and the individual directors was carried out. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director. The Nomination and Remuneration Committee has approved the Policy relating to evaluation of every director’s performance. Accordingly, evaluation of all directors was carried out.

17. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

18. BOARD MEETING

During the year under review Board met on 14-04-2025; 24-05-2025; 01-07-2025; 14-10-2025; 14-112025; 30-01-2026. There were 6 board meetings were held in accordance with the provisions of Companies Act, 2013.

19. COMMITTEES OF THE BOARD

A) AUDIT COMMITTEE

Pursuant to Provisions of Section 177 of the Companies Act, 2013 during the financial year under review the Audit Committee met Four times on 24-05-2025; 01-07-2025; 14-11-2025; 30-01-2026.

The Audit Committee of the Board comprises of:

Name of Directors	Status	Category
Farhaad Dastoor	Chairperson	Non-Executive - lndependent Director
Darshan Dashani	Member	Non-Executive - lndependent Director
Ramesh Rughani	Member	Chairman and Executive Director

B) NOMINATION AND REMUNERATION COMMITTEE

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year under review, the Nomination and Remuneration Committee met One times on 24-05-2025.

The Nomination and Remuneration Committee of the Board comprises of:

Name of Directors	Status	Category
Darshan Dashani	Chairperson	Non-Executive - lndependent Director
Farhaad Dastoor	Member	Non-Executive - lndependent Director
Khyati Rughani	Member	Non - Executive Director

C) STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year under review, the Stakeholders Relationship Committee met Three times on 24-05-2025; 01-07-2025; 14-11-2025.

The Stakeholders Relationship Committee of the Board comprises of:

Name of Directors	Status	Category
Darshan Dashani	Chairperson	Non-Executive - lndependent Director
Farhaad Dastoor	Member	Non-Executive - lndependent Director
Hiren Raithatha	Member	Jt. Managing Director

20. VIGIL MECHANISM

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on

raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc. The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Company’s website at: www.kgv.co.in.

21. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the Section 135 of the Companies Act, 2013 (“the Act”), all the Companies having net worth of Rs. 500 crore or more, or a turnover of Rs. 1000 crores or more or net profit of Rs. 5 crores or more during the immediate preceding financial year, are required to spend 2% of the average profits of last three preceding Financial years on Corporate Social Responsibility (“CSR”) activities. The provisions of Section 135 of the Act are applicable to your company since your Company had a net profit of Rs. 5 crores or more during the immediate preceding financial year i.e. during the FY 2024-25. As a part of its initiative under the CSR drive, the Company has undertaken projects in is accordance with Schedule VII of the Act and the Company’s CSR Policy. The CSR Policy available on the Company’s website at www.kgv.co.in.The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and marked as “Annexure II” which forms integral part of this Report.

22. RISK ASSESSMENT AND MANAGEMENT

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

23. AUDITORS & AUDITORS’ REPORT

Pursuant to Section 139(2) ofthe Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its 31^st Annual General Meeting (AGM) held on September 30, 2024, had appointed M/s. Sarath & Associates (FRN: 005120S), Chartered Accountants as Statutory Auditors to hold office from the conclusion of the 31^st AGM until the conclusion of the 34^th AGM of the Company. Accordingly, M/s. Sarath & Associates, Chartered Accountants, continues to be the Statutory Auditors of the Company till the conclusion of the 34^th AGM, as approved by the shareholders at the AGM held on September 30, 2024.

The Statutory Auditors’ Report is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors’ Report are self-explanatory and, therefore, do not call for any further comments.

24. INTERNAL AUDITOR

During the financial year under review, M/s Milind P. Shah & Co. Chartered Accountants (Firm Registration Number 159597), Internal Auditors of the Company has carried the Internal Audit and submitted their Report thereon as per the provisions of Section 138 of Companies Act, 2013.

25. CORPORATE GOVERNANCE

The requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company.

In additions to the applicable provisions of the Companies Act, 2013 will be applicable to the company immediately up on the listing of Equity Shares on the Stock Exchanges. However, the Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director in the Board, constitution of an Audit Committee and Nomination and Remuneration Committee. The Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

26. SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

27. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

28. DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review. Further, the Company does not have any outstanding amount qualified as a deposit as on 31^st March 2026

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Company is not involved in conservation of energy and any technology absorption nor is there any R&D activity during the year, Further, the foreign exchange earnings and outgo for the financial year ended March 31, 2026 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as “Annexure III” and forms part of this report.

30. 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

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate “Annexure IV” forming part of this report.

31. MAINTENANCE OF COST RECORDS AND COST AUDIT

As the company does not have manufacturing operations, the requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

32. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor any proceedings is pending against the Company under the Insolvency and Bankruptcy Code, 2016

33. DIRECTOR’S RESPONSIBILITY STATEMENT

The Director’s Responsibility Statement referred to in clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013 shall state that

a) In the preparation of the annual accounts, the applicable accounting standards have 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 a true and fair view of the state of affairs of the company at the end of the financial year 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

34. PREVENTION OF INSIDER TRADING

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

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company’s website at www.kgv.co.in

35. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESS) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

36. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report as “Annexure V”.

37. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Sanjay Dholakia & Associates., a firm of Company Secretaries in Practice (CP No. 1798), to undertake the Secretarial Audit of the Company for the F.Y. 2025-26. The Secretarial Audit Report for F.Y. 2025-26 is annexed herewith as “Annexure VI”.

38. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company makes all efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources.

39. COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

The Company is fully committed to ensuring the welfare and rights of its women employees and affirms its compliance with the provisions of the Maternity Benefits Act, 1961. During the financial year under review, the Company has taken appropriate measures to adhere to all statutory requirements under the Act.

All eligible women employees have been provided maternity benefits in accordance with the provisions of the Act, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company has also ensured that no woman employee is discriminated against on the grounds of maternity and that a supportive and inclusive work environment is maintained.

The Company continues to review its internal policies to ensure full alignment with the objectives and spirit of the Maternity Benefits Act and other applicable labor laws.

40. ACKNOWLDGEMENTS

Your Directors take this opportunity to express their sincere thanks to the Central Government and Governments of various states, Financial Institutions, Bankers and Customers for their co-operation and assistance extended.

Your Directors also wish to express their deep appreciation for the integrity and hard work of all the employees of the Company at all levels to cope-up the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support received from the shareholders.

Registered Office:	By Order of the Board of Directors
54 Juhu Supreme Shopping Centre Gulmohar	FOR KHYATI GLOBAL VENTURES LIMITED
Cross Road No.9 JVPD Scheme, Juhu, Mumbai, Maharashtra, 400049	(formerly known as KHYATI ADVISORYSRVICES LIMITED)
Tel: 022 - 26255959	Sd/-
CIN: L67190MH1993PLC071894	Hiren Navnitbhai Raithatha
Website: www.kgv.co.in	Jt. Managing Director
Email: info@kgv.co.in	DIN: 03291324
	Mumbai, July 20, 2026