Kokuyo Camlin Ltd Directors Report

To,

The Shareholders of Kokuyo Camlin Limited

Your Directors have pleasure in presenting the 79^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2026.

FINANCIAL RESULTS:

		(Rs. In Lakhs)
Particulars	2025-2026	2024-2025
Gross Sales/Income from Business	85778.31	81009.04
Less : Discount on Sales	5181.50	4756.16
Net Sales/Income from Business	80596.81	76252.88
Other Income	50.47	74.86
Total Income	8064728	76327.74
Profit Before Interest and Depreciation	5857.07	3456.71
Less : Interest	256.06	461.08
Less : Depreciation	2210.28	2120.81
(Loss)/Profit Before Tax	3390.73	874.82
Less : Provision for Tax
- Current	891.53	348.27
- Deferred	20.41	(56.75)
Profit/(Loss) after Tax	2478.79	583.30
Balance carried to Balance Sheet
Earnings per share (Basic)	2.47	0.58
Earnings per share (Diluted)	2.47	0.58

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

During the year ended 31^st March, 2026, the Company reported gross sales/income of 85778.31 lakhs, as compared to 81009.04 lakhs in the previous financial year. The profit after tax for FY 2025-26 stood at 2478.79 lakhs, compared to 583.30 lakhs in FY 2024-25. The overall performance of the Company during the year reflects stable business operations and improvement in profitability on account of higher revenue and improved cost efficiencies.

DIVIDEND:

The Board of Directors of your Company is pleased to recommend the payment of dividend on equity shares at the rate of 30 % viz. 0.30 per equity share of 1/- each, subject to the approval by the Shareholders at the ensuing Annual General meeting and the payment is subject to deduction of tax at source as may be applicable. The Board has recommended a dividend based on the parameters laid down in the Dividend Distribution Policy. The Dividend Distribution policy is available on the website of the Company at https://www.kokuyocamlin. com/policies.

The dividend would result in cash outflow of 3,00,91,141/-. This payment represents a dividend payout ratio of 12.14%.

TRANSFER TO RESERVE:

The Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for the financial year 2025-26 in the profit and loss account.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms an integral part of this report and is presented separately. It gives details of the overall industry structure, economic developments, performance and state of affairs of your Companys operations and their adequacy, risk management systems and other material developments during the financial year 2025-2026.

SHARE CAPITAL:

During the year under review, there was no change in the share capital structure and the paid-up capital of the Company as on 31^st March, 2026 was 1003.04 lakhs.

CONSOLIDATED FINANCIALS STATEMENTS:

The Company does not have any subsidiary, associate or joint venture and hence, the Company is not required to prepare Consolidated Financial Statements.

SUBSIDIARIES:

At present, the Company does not have any subsidiary. No new subsidiary was incorporated or acquired by the Company during the year under review. Since the Company does not have any subsidiary, associate or joint venture, Form AOC-1 pursuant to the provisions of Section 129(3) of Companies Act, 2013 (the Act) is not applicable to your Company.

DEPOSITS:

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on 31^st March, 2026.

CHANGES IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes or commitments that have affected the financial position of the Company subsequent to the close of FY 2025-26 till the date of this report. There is no change in the nature of the business of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any Loans, Guarantees or Investments during the financial year ended 31^st March, 2026.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure - A”.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their review on a quarterly basis.

The details of the transactions with related parties are provided in the accompanying financial statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://www. kokuyocamlin.com/policies.

CORPORATE GOVERNANCE REPORT:

Corporate Governance is all about ethical conduct, integrity and accountability. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the Organization. It is a key element improving the economic efficiency of Organization. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), a separate section on Corporate Governance forms part of this report. A Certificate from M/s. JHR & Associates, Practicing Company Secretaries confirming compliance of Corporate Governance forms part of this Report. The certificate of the Managing Director/CFO, confirming the correctness of the financial statements and the certificate from Managing Director on compliance with the Companys Code of Conduct in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report and forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by Rotation

In terms of the provisions of the Act, Mr. Masaharu Inoue, NonExecutive Director of the Company, retires by rotation at the ensuing Annual General meeting and, being eligible, offers himself for re-appointment. You are requested to appoint him. The profile of Mr. Masaharu Inoue, seeking re-appointment forms part of the Notice.

Appointment / Re-appointment of Directors

The Board of Directors at its meeting held on 8^th August, 2025 approved the appointment of Mr. Takashi Itoguchi as ‘Executive Director in whole-time employment for a period of three (3) years with effect from 8^th August, 2025 subject to approval of Members. The said appointment was also approved by the Members by passing a special resolution through Postal Ballot on 16^th October, 2025.

Cessation

During the year, Mr. Takeo Iguchi, Executive Director resigned with effect from 8^th August, 2025. The Board placed on record its sincere appreciation for the valuable services rendered by him during his tenure with the Company.

Key Managerial Personnel

During the year under review, the following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with rules framed thereunder:

1. Mr. Satish Veerappa - Managing Director

2. Mr. Nilesh Kumar Choudhary - Chief Financial Officer

3. Mr. Vipul Bhoy - Company Secretary & Compliance Officer

The disclosure required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as “Annexure - B” forming an integral part of this report.

MEETINGS OF BOARD:

During the financial year 2025-26, five Board meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act.

COMMITTEES OF THE BOARD:

As on 31^st March, 2026, the Board had five committees: Audit committee, Remuneration and Nomination committee, Stakeholders Relationship committee, Corporate Social Responsibility committee and Risk Management Committee. During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Listing Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company,

nature of the industry in which the Company operates, business model etc. The details of the familiarization program are explained in the Corporate Governance Report.

The same is also available on the website of the Company and can be accessed by web link https://www.kokuyocamlin.com/ policies.

PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, its Committees, individual Directors including Independent Directors and Chairman of the Board. Feedback from Directors was sought by way of structured questionnaire covering various aspects of the Boards functioning viz. Board composition, Board procedure, strategy, flow of information etc. and performance of Directors including but not limited to knowledge, skills, contribution to the discussions, Independence etc. The result of the evaluation was presented by the Chairman to the Board and the Board has agreed on the action plan for further improvement in functioning of the Board.

Further, the Independent Directors met separately without the presence of Non-Independent Directors and the members of management and discussed the performance evaluation of the Non-Independent Directors and the Board as a whole.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the applicable provisions of the Act as well as Listing Regulations. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company.

The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA).

REMUNERATION POLICY:

The Board has, on the recommendation of the Remuneration and Nomination Committee framed a policy for selection, appointment, and remuneration of Directors and KMPs. The Remuneration Policy is stated in the Corporate Governance Report and is also available on the website of the Company at https://www.kokuyocamlin.com/policies.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the Act, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them, hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2026, the applicable accounting standards had been followed and there are no 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 at the end of the financial year ended 31^st March, 2026 and of the profit of the Company for the year ended on that date.

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 had the annual accounts prepared on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135(1) of the Act, the Company has constituted the Corporate Social Responsibility (CSR) Committee. The Composition of the CSR Committee is disclosed separately in the Corporate Governance report forming part of this Annual Report. The Company has in place, the CSR policy which outlines Companys philosophy towards Companys CSR program implementation. The CSR policy is available on the Companys website https://www.kokuyocamlin. com/policies. An annual report on CSR containing details as required under rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as “Annexure - C” and forms part of this report.

AUDITORS & AUDITORS REPORT:

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139(2) of the Act read with Companies (Audit and Auditors) Rules, 2014, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W/ W100022) were appointed as the Statutory Auditors of the Company for a second term of five consecutive years to hold office from the conclusion of 75^th Annual General meeting held on 29^th June, 2022 till the conclusion of 80^th Annual General meeting of the Company.

AUDITORS REPORT:

During the year under review, there have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and the Rules framed thereunder either to the Company or to Central Government. The statutory auditors remarks in their audit report are as follows which is selfexplanatory.

We draw attention to Note 6 to the financial statements of the Company for the year ended 31^st March 2026 with respect to loss of 2356.81 lakhs recognised in the year ended 31^st March 2025 representing shortage of physical inventory as 1032.44 lakhs in cost of material consumed (including indirect taxes 212.52 lakhs) and 1324.37 lakhs in changes in inventories. Management had not been able to determine the possible impact of this shortage on the prior periods financial information, if any. As a result, no adjustment was made to the comparative information resulting in a departure from the recognition and measurement principles of Ind AS 8. Our audit opinion on the financial statements for the year ended 31^st March, 2025 was modified accordingly. Our opinion on the current years financial statements is also modified because of the possible effect of this matter on the comparability of the current years figures and the corresponding figures.

Further, following qualified opinion has been reported by the statutory auditors:

During the previous year, the management had identified discrepancies between physical quantity recorded in the books of accounts and the physical inventory. Accordingly, an expense (including indirect taxes) of 2,356.81 lakhs has been recognised for the year ended 31 March 2025. Management had not identified the possible impact of this shortage on the prior periods financial information, if any. As a result, no adjustment was made to the comparative information resulting in a departure from the recognition and measurement principles of Ind AS 8. The audit opinion on the financial statements for the year ended 31^st March, 2025 was modified accordingly. The opinion on the current years financial statements is also modified because of the possible effect of this matter on the comparability of the current years figures and the corresponding figures.

SECRETARIAL AUDIT:

M/s. JHR & Associates, a firm of Company Secretaries, were appointed as Secretarial Auditor for an audit period of 5 (five) financial years commencing from the financial year 2025-26 till the financial year 2029-30 pursuant to provisions of Section 204 of the Act and rules made thereunder and regulation 24A of the Listing Regulations. The Secretarial Audit Report for the financial year 2025-26 submitted by them confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines applicable to the Company and there were no qualifications, reservations, or adverse remarks except certain observation, which is self-explanatory. The Secretarial Audit Report for the financial year 2025-26 in the prescribed form MR-3 is attached as “Annexure - D” and forms part of this report.

RECONCILIATION OF SHARE CAPITAL AUDIT:

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit has been carried out at the specified period, by a Practicing Company Secretary.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The Company was not required to transfer any amount to the Investor Education and Protection Fund established by the Central Government (IEPF) during the financial year 2025-26.

TRANSFER OF SHARES TO IEPF:

The Company has not transferred any shares to IEPF during the financial year 2025-26. Details of shares transferred prior to the financial year 2025-26 have been uploaded on the website of IEPF as well as the Company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes the dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at the workplace. All women, permanent, temporary or contractual including those of service providers are covered under the policy. An Internal Committee comprising management staff has been set up at office and factory locations to redress complaints relating to sexual harassment. The Committee also includes an outside woman representative from an NGO. There was no case reported during the financial year 2025-26.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

CODE OF ETHICS AND VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a code of ethics and business conduct which lays down principles and standards that should govern the actions of the Company and employees. The Company has a vigil mechanism called “Whistle Blower Policy” with a view to provide a mechanism for employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statements and reports etc. The Company is committed to adhering to the highest standard of ethical, moral and legal conduct of business operations.

The Company has taken steps to establish Vigil Mechanism for Directors and Employees of the Company. The details of the Policy are posted on the website of the Company at https:// www.kokuyocamlin.com/policies

PREVENTION OF INSIDER TRADING:

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under review, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015.

INSURANCE:

The Companys plant, property, equipments and stocks are adequately insured against major risks. The Company also has appropriate liability insurance covers particularly for product liability. The Company has also taken Directors and Officers Liability Policy to provide coverage against the liabilities arising on them.

RISK MANAGEMENT

The Company operates in a dynamic business scenario that gives rise to external and internal risk factors. It has in place an integrated risk management approach called the ERM framework for risk identification, assessment and reporting.

Your Company has constituted a Risk Management committee of the Board with delegated responsibilities in relation to risk management processes within the Company. The said committee is responsible for formulating a detailed risk management policy and its implementation, putting in place a system for monitoring and evaluation of associated risks etc. As required by the Risk Management policy, the Company initiates risk identification and control testing exercise to provide briefing and reporting to the Board through Risk Management Committee.

The Risk Management policy is implemented by various department heads who take risk ownership and monitor the risks on a periodical basis. The ERM Framework enables achievement of strategic objectives by identifying, analyzing, assessing, mitigating, monitoring and governing any risk or potential threat to these company objectives. Systematic and proactive identification of risks and mitigation thereof enables effective and quick decision making and boosts the performance of the organization. The ERM framework acts as a decision enabler which not only seeks to minimize the impact of risks but also enables effective resource allocation based on risk ranking and risk appetite. Strategic decisions are being taken after careful consideration of risks based on secondary risks and residual risks.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.

DISCLOSURE ON CONFIRMATION ON THE SECRETARIAL STANDARDS:

Your directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at https://www.kokuyocamlin.com/policies.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members through electronic mode on the website of the Company at https://www.kokuyocamlin.com/ camel/.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

Pursuant to regulation 34(2)(f) and other applicable provisions of the Listing Regulations, separate section on the Business Responsibility & Sustainability Report forms part of this report. Your Company is not falling under top 1000 listed entities based on the market capitalization as on 31^st December, 2025.

ACKNOWLEDGEMENT:

Your Directors express their gratitude to the members, bankers, customers, financial institutions and other business constituents for their continued faith, assistance and support extended to the Company. Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels, thereby contributing largely to the growth and success of the Company. Your Directors also wish to place on record their appreciation for the support and guidance provided by its parent Company Kokuyo Co., Ltd. Japan.

	For & on behalf of the Board
	Dilip D. Dandekar
	Chairman & Non-Executive Director
Place : Mumbai
Dated : 15th May, 2026