KJMC Financial Services Ltd Directors Report

Brief performance and financial position of Subsidiary Company is given hereunder:

KJMC Trading & Agency Limited, the wholly owned subsidiary of the Company earned gross income of Rs. 9.13 lakhs as against Rs 14.41 lakhs in the previous year. The total expenditure during the year under review was Rs 0.59 lakhs as against Rs 2.88 lakhs in the previous year. The Net Profit after tax was Rs 8.54 lakhs as against Rs 11.03 lakhs in the previous year.

Brief performance and financial position of Associate Company is given hereunder:

KJMC Platinum Builders Private Limited, an Associate Company earned

gross income of Rs. 44.78 lakhs as against Rs 31.09 lakhs in the previous year. The total expenditure during the year under review was Rs 49.40 lakhs as against Rs 52.85 lakhs in the previous year. The Net Loss after tax was Rs (4.89) lakhs as against Net Loss after tax of Rs (21.76) lakhs in the previous year.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (‘IND AS) and accordingly, the financial statements for the year 2025-26 have been prepared in accordance with IND-AS, prescribed under Section 133 of the Act, read with the relevant rules issued there under and the other recognised accounting practices and policies to the extent applicable.

SHARE CAPITAL

The Authorised share capital of the Company as on March 31,2026, was Rs 62,15,00,000 (Rupees Sixty Two Crores Fifteen lakhs Only). Further, the issued, subscribed and paid-up share capital of the Company as on March 31, 2026 was Rs 4,78,57,400 (Rupees Four Crores Seventy Eight Lakhs Fifty Seven Thousand Four Hundred Only) comprising of 47,85,740 equity shares of Rs 10/- each. There was no change in the Capital structure of the Company during the reporting period.

DIVIDEND

The Board of Directors of the Company at its Meeting held on May 29, 2026 has recommended a Dividend of Rs. 1/- per Equity Shares of the face value of Rs. 10/ each subject to approval of Members in the ensuing Annual General Meeting to be held for the financial year ended March 31, 2026.

TRANSFER TO RESERVES

The Company proposes to transfer Rs 32.59 Lakhs to Special Reserves out of the amount available for appropriation and an amount of Rs 130.37 Lakhs is proposed to be retained in the profit and loss account.

PUBLIC DEPOSITS

The Company being a Non-Deposit Accepting Non-Banking Finance Company, it has not accepted any deposits from the public during the year under review.

RBI PRUDENTIAL NORMS

The Company being Non-Banking Financial (Non- Deposit Accepting or Holding), capital adequacy requirement, under Companies Prudential Norms (Reserve Bank) Directions, 2007, are not applicable to the Company.

ANNUAL RETURN

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2025-26, 4 (four) meetings of the Board of Directors were held. The interval between 2 (two) consecutive meetings were well within the maximum gap of 120 (one hundred and twenty) days as prescribed under Section 173(1) of the Act. The Board meetings

are usually held in Mumbai where registered office of the Company is situated. As permitted under Section 173(2) of the Act read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014, the facility to participate in the meetings through video conferencing is also made available to the Board members.

The details of the Board Meetings and the attendance of the Directors are provided in the Report on Corporate Governance forming part of the Annual Report.

COMMITTEES OF THE BOARD

The Company has constituted committees in accordance with the requirements of the Companies Act, 2013, SEBI (LODR) Regulations, 2015, and Guidelines issued by the Reserve Bank of India for NBFC viz.:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee;

iv. Credit and Investment Committee;

v. Debenture Allotment Committee;

vi. IT Strategy Committee;

AUDIT COMMITTEE

The constitution of the Audit Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013, read with Regulation 18 of SEBI LODR 2015 and provisions as applicable to NBFC Company. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. During the year under review, 4 (four) Audit Committee meetings were held. The details pertaining to composition of Audit Committee and the attendance of the members of the Audit Committee are provided in the Corporate Governance Report and forms part of the annual report.

*The composition of the Committee was re-constituted at Board meeting held on August 08, 2025, with the following members:

1. Mr. Shyam Khandelwal - Chairman (Non-Executive Independent Director)

2. Mr. Suhas Sahakari - Member (Non-Executive Independent Director)

3. Mr. Vijay Joshi - Member (Non-Executive Independent Director)

4. Mr. Girish Jain - Member (Non-Executive Director)

*The composition of the committee was re-constituted, and Mr. Vijay Joshi, Independent Director of the Company was appointed as a Member of the Committee in place of Mr. Anil Sampat respectively.

**Due to completion of first term of Mr. Suhas Sahakari the composition of the Committee was further re-constituted at Board meeting held on August 05, 2026, with the following members:

1. Mr. Shyam Khandelwal - Chairman (Non-Executive Independent Director)

2. Mr. Ramesh Chandra Jain - Member (Non-Executive Independent Director)

3. Mr. Vijay Joshi - Member - (Non-Executive Independent Director)

4. Mr. Girish Jain - Member - (Non-Executive Director)

** Due to completion of first term of Mr. Suhas Sahakari, (Non-Executive Independent Director) Member of the Committee, the composition of the committee was re-constituted on August 05, 2026, and Mr. Ramesh Chandra Jain, Non-Executive Independent Director of the Company was appointed as a Member of the Committee in place of Mr. Suhas Sahakari respectively.

NOMINATION AND REMUNERATION COMMITTEE

During the year under review 2 (two) Nomination and Remuneration Committee Meetings were held. The details pertaining to composition of Nomination and Remuneration Committee, details of meetings held during the year under review and the attendance of the members of the Nomination and Remuneration Committee are provided in the Corporate Governance Report and forms part of the annual report.

*The composition of the Committee was re-constituted at Board meeting held on August 05, 2026, with the following members:

1. Mr. Shyam Khandelwal - Chairman (Non-Executive Independent Director)

2. Mr. Ramesh Chandra Jain - Member (Non-Executive Independent Director)

3. Mr. Girish Jain - Member (Non-Executive Director)

* Due to completion of first term of Mr. Suhas Sahakari, Chairman of the Committee (Non-Executive Independent Director), the composition of the committee was re-constituted on August 05, 2026, and Mr. Ramesh Chandra Jain (Non-Executive Independent Directors) was appointed as Member and Mr. Shyam Khandelwal, Non-Executive Independent Director was designated as Chairman of the Committee in place of Mr. Suhas Sahakari respectively.

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year under review 1 (one) Stakeholders Relationship Committee Meeting was held. Stakeholders Relationship Committee has been formed as per the provisions of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations. The details pertaining to composition of Stakeholders Relationship Committee, details of meeting held during the year under review and the attendance of the members of the Stakeholders Relationship Committee are provided in the Corporate Governance Report forms part of the annual report.

The Composition of Committee is as follows:

1. Mr. Girish Jain - Chairman (Non-Executive Director)

2. Mr. Rajnesh Jain - Member (Executive Director)

3. Mr. Shyam Khandelwal - Member (Non-Executive Independent Director)

CREDIT & INVESTMENT COMMITTEE

The Board of Directors of the Company has, pursuant to the guidelines issued by Reserve Bank of India for NBFC, formed Credit and Investment Committee to deal with the matters related to extending loans and making investments. During the year under review, no meeting was held. The details pertaining to composition of Credit and Investment Committee are provided in the Corporate Governance Report forms part of the annual report.

The Composition of Committee is as follows:

1. Mr. Girish Jain - Chairman (Non-Executive Director)

2. Mr. Rajnesh Jain - Member (Executive Director)

DEBENTURE ALLOTMENT COMMITTEE

During the year under review, no meeting was held. The details pertaining to composition of Debenture Allotment Committee are provided in the Corporate Governance Report forms part of the annual report.

The Composition of Committee is as follows:

1. Mr. Girish Jain - Chairman (Non-Executive Director)

2. Mr. Rajnesh Jain - Member (Executive Director)

IT STRATEGY COMMITTEE

During the year under review, 1 (one) IT Strategy Committee Meeting was held. The details pertaining to composition of IT Strategy Committee and the attendance of the members of the IT Strategy Committee are provided in the Corporate Governance Report forms part of the annual report.

The Composition of Committee is as follows:

1. Mr. Rajnesh Jain- Chairman (Executive Director)

2. Mr. Girish Jain - Member (Non-Executive Director)

3. Mr. Raj Randhawa- Member

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES ACT, 2013

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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 as at the end of the financial year and of the Profit of the Company for the year ended March 31, 2026;

c. the Directors have taken proper and sufficient care to the best of their knowledge and ability 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 have prepared the annual accounts for the financial year ended March 31, 2026 on a going concern basis;

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

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

AUDITORS

STATUTORY AUDITORS AND REPORT

The Members at the 37th Annual General Meeting appointed M/s V P Thacker & Co. Chartered Accountants (Firm Registration No. 118696W) as the statutory auditor of the company for a first term of five years to hold office from the conclusion of 37th Annual General Meeting till the conclusion of 42nd Annual General Meeting.

The Board of Directors of the Company was further informed that the existing Statutory Auditors, M/s V P Thacker & Co., Chartered Accountants (Firm Registration No. 118696W), have tendered their resignation from the position of Statutory Auditors of the Company due to their merger with M/s. Lodha & Bhatt, Chartered Accountants. Pursuant to the said merger, the merged firm has been reconstituted and renamed as M/s. TLB & Co., Chartered Accountants with effect from January 29, 2026.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors, at its Meeting held on February 13, 2026 approved the appointment of M/s. TLB & Co., Chartered Accountants (FRN: 016505S), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s V P Thacker & Co., Chartered Accountants which was further approved by the Members of the Company at the (01/2026-27) Extra-Ordinary General Meeting held on May 02, 2026 from the conclusion of Extra-Ordinary General Meeting until the conclusion of the 38th Annual General Meeting of the Company to be held for the financial year 2025-26, at such remuneration as may be mutually agreed between the Board of Directors and the Statutory Auditors.

Hence, the Board of Directors of the Company (‘Board), based on the recommendation of the Audit Committee, has proposed the appointment of M/s. TLB & Co., Chartered Accountants (FRN: 016505S), as the Statutory Auditors of the Company for a first term of four (4) consecutive years from the conclusion of the 38th AGM till the conclusion of the 42nd AGM to be held in the year 2030.

It is hereby clarified that pursuant to the aforesaid merger and reconstitution, the audit terms and the partner signing the audit reports for the Company shall remain the same. Further, the firm has consented to its appointment and confirmed that it meets the eligibility criteria under Sections 139, 141, and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder, including confirmation that the appointment is within the limits specified under Section 141(3) (g) of the Act.

The Audit Report issued by M/s. TLB & Co., Chartered Accountants for the FY 2025-26 forms part of the Annual Report.

The Auditors Report for the financial year ended March 31, 2026 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Regulations 24A and 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) M/s Aabid & Co , Company Secretaries, were appointed as Secretarial Auditors of the Company to conduct secretarial audit of the Company for a term of 5 (Five) consecutive years with effect from April 01, 2025 until March 31, 2030, on such remuneration, as recommended by the Audit Committee and as may be mutually agreed

between the Board of Directors of the Company and the Secretarial Auditors, from time to time.

The Reports & Certificates of the Secretarial Auditor issued by M/s Aabid & Co, Company Secretaries, for the FY 2025-26 forms part of the Annual Report.

The Report of the Secretarial Auditor in Form MR-3 & Secretarial Compliance Report for FY 2025-26 forms part of the Annual Report.

The said Secretarial Audit Report & Secretarial Compliance Report does not contain any qualification, reservations, adverse remarks or disclaimer.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company had appointed M/s. L.K.J. and Associates LLP, Chartered Accountants, as internal auditors of the Company to conduct Internal Audit for the financial year 2026-27.

The Company has been receiving the reports on internal controls and systems implemented by the Company at a periodic interval and no lapse have been noticed during the period under review.

REPORT ON CORPORATE GOVERNANCE

The Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI Listing Regulations.

In compliance with Schedule V of the SEBI Listing Regulations your Company has annexed a detailed report pertaining to the Corporate Governance of the Company in the Annual Report.

Further, a Certificate from M/s Aabid & Co. Company Secretaries of the Company confirming compliance with conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V to the SEBI Listing Regulations is annexed to the Report on Corporate Governance.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12)

During the reporting period, no frauds were reported by Auditors under sub section (12) of section 143 of the Act, and no offence involving fraud was committed against the Company by officers or employees of the Company.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (‘the code) for its directors and employees. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the core values of the Company.

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

The Company being registered Non-Banking Finance Company, provisions of Section 186 of Companies Act 2013, except sub-section (1) is not applicable to the Company. However, the details of Loans, Guarantees and Investments made are disclosed in the Notes to the Financial Statements.

The transactions with related party which as required to be reported in Form AOC- 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith and forms part of this report.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of the Company occurred between the period from end of the financial year to which these financial statements relate and on the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosure pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts), Rules 2014:

(A) Conservation of Energy

Foreign exchange earnings and Outgo

RISK MANAGEMENT

The Company has implemented a mechanism for risk assessment and management. It assists for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures. The key categories of risk jotted down while assessment are strategic risks, financial risks, operational risks and such other risk that may potentially affect the working of the Company.

CORPORATE SOCIAL RESPONSIBILITY ("CSR)

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 relating to Corporate Social Responsibility are not applicable to the Company during the financial year under review, as the Company does not meet any of the prescribed thresholds specified under Section 135(1) of the Companies Act, 2013.

During the financial year under review, the Company did not satisfy any of the aforesaid thresholds prescribed under Section 135(1) of the Companies Act, 2013. Accordingly, the provisions relating to Corporate Social Responsibility were not applicable to the Company for the financial year under review.

Consequently, the Company was not required to constitute a Corporate Social Responsibility Committee, formulate a Corporate Social Responsibility Policy, identify CSR projects or activities, or incur any expenditure towards Corporate Social Responsibility in accordance with the provisions of the Companies Act, 2013.

The Board confirms that the Company shall continue to monitor the applicability of the provisions of Section 135 of the Companies Act, 2013 and shall comply with the applicable statutory requirements as and when they become applicable.

ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the Independent Directors and Chairperson covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its committees, Board Culture, execution and performance of specific duties, obligations and governance.

The criteria include evaluation of the Board, its Committees, Independent Directors / Non-Executive Directors / Executive Directors and the Chairperson of the Company.

Annual evaluation of performance of Non-Independent Directors, the Board as a whole and the Chairperson of the Company was carried out, taking into account the views of Executive Directors and Non-Executive Directors.

The Directors expressed satisfaction with the evaluation process.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2026, the Board of Directors of the Company comprises of 6 (Six) Directors consisting of a Whole-Time Director and 5 (Five) NonExecutive Directors, including 1 (one) Woman Director and 3 (Three) Independent Directors. The constitution of the Board of the Company is in accordance with Section 149 of the Act read with Regulation 17 of SEBI Listing Regulations.

On the basis of the written representations received from the Directors, none of the Directors of the Company were disqualified under Section 164 (2) of the Act to hold their respective offices.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Shraddha Rajnesh Jain (DIN: 00156306), NonExecutive Director of the Company will retire by rotation at the ensuing Annual General Meeting. The Board of Directors on the recommendation of the Nomination and Remuneration Committee and based on the report of performance evaluation, has recommended re-appointment of Mrs. Shraddha Rajnesh Jain (DIN: 00156306) as Director of the Company liable to retire by rotation. Mrs. Shraddha Jain (DIN: 00156306) being eligible has offered herself for re-appointment. A resolution seeking shareholders approval for her re-appointment along with the required details forms part of the Notice of AGM.

During the year under review, the tenure of Mr. Anil Sampat (DIN: 06735051), Non-Executive, Independent Director ended on July 14, 2025 after completion of his first term. The Board placed on records its appreciation towards Mr. Anil Sampat (DIN: 06735051) for his valuable guidance and services rendered by him during their tenure as an Independent Directors of the Company.

Further, Ms. Khushbu Ashok Bohra ceased to be the Company Secretary and Compliance Officer (KMP) of the Company w.e.f. February 13, 2026 and Mr. Omkar Raghunath Bamne, Associate Member of the Institute of Company Secretaries of India was appointed as the Company Secretary and Compliance Officer (KMP) of the Company w.e.f. February 16, 2026.

Additionally, Mr. Sajjan Kumar Bawri ceased to be the Chief Financial Officer (KMP) of the Company w.e.f. May 22, 2025 and Mr. Kartik Armougam Konar, was appointed as the Chief Financial Officer (KMP) of the of the Company w.e.f. August 08, 2025.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence prescribed under the Act, and the Listing Regulations. The Independent Directors have confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise, and experience including proficiency in terms of Section 150(1) of the Act and applicable rules made thereunder.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarize with the Companys business, procedures and practices.

Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company, global business environment, business strategy and risks involved. Detailed presentations on the Companys business segments are made at the separate meetings of the Independent Directors from time to time.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, No significant or material orders were passed by the Regulators or Courts or Tribunals which can have impact the going concern status and the Companys operations in future.

ADEQUACY OF INTERNAL CONTROL

The Company has established and maintained adequate financial controls commensurate with its size, scale and complexity of its operations. The Company has established and maintained policies and procedures required and efficiently conduct its business, safeguard its assets, detect frauds and errors, maintain accuracy and completeness of accounting records in a timely and reliable manner.

During the financial year under review, The Company continues to have periodical internal audits conducted of all its functions and activities to ensure that system and processes are followed across all areas. During the year under review, no material or serious observation has been received from the Auditors of your Company citing inefficiency or inadequacy of such controls.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI) and during the year under review, the Company has complied with all the applicable provisions of the standards.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-26;

*Sitting fees paid to all the Non-Executive Directors of the Company.

The median remuneration is calculated based on the salary paid during the financial year to employees on payroll as on March 31, 2026.

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, if any, in the financial year;

"entitled only for sitting fees

iii. The percentage increase in the median remuneration of employees in the financial year: there was no increase in the median remuneration of employees.

iv. The number of permanent employees on the rolls of Company as on March 31, 2026: 6 (Six)

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

There is no increase in Average percentile in salaries of employees other than managerial Personnel.

vi. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

There are no employees falling within the purview of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no such details, are required to be given.

PREVENTION OF INSIDER TRADING

The Company has adopted "Internal Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons & Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information" ("Code") as amended from time to time with a view to regulate trading in securities by the Directors, designated persons of the Company including their immediate relatives. The Code requires pre-clearance for dealing in the shares of the Company for consideration more than the threshold limit provided therein and prohibits trading in shares of the Company by the Directors, designated persons including their immediate relatives while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

WHISTLE BLOWER/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees under the mechanism and also provides for direct access by any employee to the Chairperson of the Audit Committee for such matters.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. During the year under review, no person was denied access to the Chairperson of the Audit Committee.

During the financial year, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries/associate. The Whistle Blower Policy has been posted on the website of the Company at https:// kimcfinserv.com/investor-relations/codes-and-policies.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Act, read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (‘Rules), underlying Shares pertaining to dividends remained unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the IEPF.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing and maintaining a safe, secure, inclusive and harassment-free workplace for all its employees and ensuring a work environment that upholds the dignity and respect of every individual.

The Company recognizes the importance of preventing sexual harassment at the workplace and is committed to complying with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder.

During the financial year under review, the Company had less than ten employees. Accordingly, in terms of Section 4 of the POSH Act, the Company was not required to constitute an Internal Committee for redressal of complaints of sexual harassment.

Nevertheless, the Company continues to maintain a zero-tolerance approach towards any form of sexual harassment and has taken appropriate measures to promote a safe and respectful work environment. Any complaint of sexual harassment, if received, shall be dealt with in accordance with the provisions of the POSH Act, including by referring the matter to the Local Committee constituted by the District Officer, wherever applicable.

The status of complaints relating to sexual harassment during the financial year is as under:

The Board affirms its continued commitment to ensuring a workplace that is free from discrimination, harassment and intimidation and shall ensure compliance with the applicable provisions of the POSH Act as and when required.

ADHERENCE TO PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

The Company confirms its compliance with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. All applicable benefits, including paid maternity leave, nursing breaks, and other entitlements under the Act, are duly extended to eligible women employees. The Company remains committed to fostering a supportive and inclusive workplace in accordance with the statutory requirements and best practices.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial year under review is annexed and forms part of this report.

The Management Discussion and Analysis Report provides a comprehensive overview of the Companys operational and financial performance during the financial year under review. It covers, inter

alia, the industry structure and developments, business performance, opportunities and threats, outlook, risks and concerns, internal control systems and their adequacy, financial performance with respect to operational performance, material developments in human resources, and other significant factors affecting the Companys business and operations.

Pursuant to Regulation 34(2) (e) read with Schedule V (Part B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Management Discussion and Analysis Report forms an integral part of this Boards Report and is annexed herewith.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ("IBC") DURING THE YEAR ALONG WITH ITS STATUS AS AT THE END OF FINANCIAL YEAR

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,

2016, during the year along with their status as at the end of the financial year is not applicable.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not entered into one-time settlement for any loan or credit facilities from any Bank or Financial Institutions been made during the period under review.

MAINTENANCE OF COST RECORDS AND COST AUDIT

During the year under review, provisions of Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 read with Section 148(1) and rule 3 and 4 of the Companies (Cost Records and Audit) Rules, 2014, were not applicable on the Company.

OTHER DISCLOSURES

The Board of Directors confirm that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year 2025-26:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of sweat equity shares to its directors or employees;

3. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

4. Revision of financial statements and Boards Report of the Company pertaining to previous financial years, during the year under review.

ACKNOWLEDGMENT

Your directors would like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company and will also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended by our bankers, customers, Government & Non-Government Agencies & various other stakeholders.

Your directors also place on record their appreciation of the vital contribution made by employees at all levels and their unstinted support, hard work, solidarity, cooperation and stellar performance during the year under review.