Kothari Industrial Corporation Ltd Directors Report

Dear Members,

Your Directors hereby present their 56th Annual Report on the business and operations together with the Audited

Accounts of the Company for the year ended March 31, 2026.

SUMMARY OF FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars	2025-26	2024-25
Total Revenue	18,173.98	8760.23
Total Expenses	21,293.05	10,502.45
(Profit/Loss) before Depreciation, Interest, Exceptional Item and Tax	(1,603.99)	(1,439.47)
Depreciation	1,154.71	112.76
Interest	360.36	189.99
Profit/(Loss) before Exceptional Item and Tax	(3,119.07)	(1,742.22)
Exceptional Items (net)	-	-
Profit/(Loss) before Tax	(3,119.07)	(1,742.22)
Tax Expenses	-	(125.40)
Profit/(Loss)for the year	(3,119.07)	(1,612.82)
Other Comprehensive Income	(2.37)	4.07
Total Comprehensive Income	(3,121.44)	(1,612.75)
Earnings per share	(3.02)	(1.74)

Consolidated

(Rs. in Lakhs)

Particulars	2025-26	2024-25
Total Revenue	18,173.98	8,760.23
Total Expenses	21,293.05	10,502.45
(Profit/Loss) before Depreciation, Interest, Exceptional Item and Tax	(1,603.99)	(1,439.47)
Depreciation	1,154.71	112.76
Interest	360.36	189.99
Profit/(Loss) before Exceptional Item and Tax	(3,119.07)	(1,742.22)
Exceptional Items (net)	-	-
Profit/(Loss) before Tax	(3,119.07)	(1,742.22)
Tax Expenses	-	(125.40)
Share in Profit/(Loss) of Associate	(4,099.46)	-
Profit/(Loss) for the Year	(7,218.53)	(1,616.82)
Other Comprehensive Income	(2.37)	4.07
Total Comprehensive Income	(7,220.90)	(1,612.75)
Earnings per Share ()	(7.00)	(1.74)

During the financial year under review, the Company recorded a Total Income of Rs. 18,173.98 lakhs as against Rs. 8,760.23 lakhs in the previous financial year. The Company incurred aLoss of Rs. 3,119.07 lakhs for the year ended

31st March 2026, compared to a Loss of Rs. 1,616.82 lakhs in the previous year. Despite the increase in losses, the Board and Management are continuously taking necessary steps to improve operational efficiency, optimize costs, strengthen business operations, and enhance the overall financial performance of the Company.

The management continues to closely monitor the business environment and implement appropriate strategies to mitigate profitability risksandimprove

DIVIDEND

The Board of Directors of the Company has not recommended any dividend for the financial year ended 31st March, 2026. The Company has adopted a Dividend Distribution Policy in accordance with the provisions of the Companies Act, 2013 and applicable SEBI Regulations. The Policy is available on the Companys website i.e www.kotharis.in.

PERFORMANCE

During the financial year under review, the management has undertaken various initiatives to improve the operational and financial performance of the Company and focuses on prudent financial management and strategic initiatives aimed at improving its overall performance and creating long-term value for its stakeholders.

The Board remains confident that the steps being implemented by the management will contribute towards improving the Companys financial performance in the coming years.

CHANGE IN NATURE OF BUSINESS IF ANY:

During the financial year under review, the Company acquired the business undertaking of Parveen Roadways, a sole proprietorship established in 1994, through a Slump Sale on a going concern basis. Parveen Roadways is engaged in the Facility Management and Logistics & Transportation business, with a strong presence in the railway sector, providing services including material handling, scrap clearance, housekeeping, vehicle rental, ground handling, and other allied support services.

Consequent to the aforesaid acquisition, the Company has expanded its business operations by entering the

Facility Management and Logistics & Transportation sectors. The acquisition is expected to diversify the

Companys business portfolio, strengthen its service capabilities, enhance its customer base, and contribute positively to the Companys turnover, profitability, and long-term sustainable growth.

Other than the aforesaid expansion, there was no change in the nature of the business of the Company.

PROSPECTS

The Company remains focused on strengthening its business operations and enhancing long-term stakeholder value through strategic initiatives and operational excellence. The management continues to explore opportunities for sustainable growth by expanding its market presence, improving operational efficiencies, and strengthening its core businesses.

SHARE CAPITAL:

Share Capital	31.03.2026	31.03.2025
	(Amount in INR)
a) Authorized Share Capital 15,00,00,000 Equity Shares of Rs.5/- each	75,00,00,000	25,00,00,000
b) Issued, Subscribed and fully Paid-up Share Capital 10,80,21,773 Equity shares of Rs.5 each	54,01,08,865	46,35,90,525

During the financial year, the Company made preferential allotments of equity shares to Promoters and Non-Promoters. The particulars of such allotments are given below.

Date of Allotment	No. of shares issued
08-04-2025	10,15,000
23-07-2025	1,27,37,600
02-08-2025	4,20,000
29-11-2025	11,31,068
Total	1,53,03,668

TRANSFER TO RESERVES

Your company has not transferred any amount to the reserves for the year ended 31st March, 2026 in the absence of profit.

MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE:

In terms of provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015,

(hereinafter referred to as Listing Regulations) the Management Discussion and Analysis Report is appended as Annexure I to this report.

PARTICULARS OF EMPLOYEES:

The details of remuneration of Directors and Employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, is appended as

Annexure II to this report.

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 forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section

136 of the Act, the said statement is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at companysecretary@kotharis.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: A) Change in Board Constitution and KMP i) Mr. Hari Kishore CFO, resigned from his office on 16.08.2025 and Mr. V Anand was appointed as the CFO w.e.f 28.10.2025.

ii) Mr. V Anburaj resigned from his officeof Independnet directorship w.e.f 15.05.2025. iii) Mr. Gunasekaran, Independent Director completed his 2nd tenure of directorship w.e.f 29.10.2025. iv) Mr. Gnanasambandham Venkatraghavn, was appointed as the additional director cum Independent

Director w.e.f 05.05.2025 and subsequently appointed as Independent director in the extra ordinary general meeting held on 13.06.2025. v) Mr. Ravikumar Perumal, was appointed as the additional director cum Independent Director w.e.f 29.10.2025 and subsequently appointed as

Independent director in the extra ordinary general meeting held on 27.01.2026. vi) Mrs. Priya Rao, was appointed as the additional director cum Women Independent Director w.e.f

16.02.2026 and subsequently appointed as Independent director through Postal ballot held on

Friday, April 24, 2026. vii) Ms. Sulaiha Banu, was appointed as the additional director cum Director w.e.f 20.03.2026 and subsequently appointed as Independent director through Postal ballot held on Friday, April 24, 2026.

B) Details with regards to meeting of Board of Directors and KMP during the Financial Year of the Company (i) Composition of the Board of Directors as on 31-03-2026 is mentioned below:

Name of the Director	Designation	Category
Mr. J Rafiq Ahmed	Executive Chairman & Managing Director	Executive Director
Mrs.Thoopjlamudu Arulpathy Rajalaxmi	Director	Non-executive - Non Independent Director
Mr. Gnanasambandam Venkatraghavan	Director	Non-executive - Independent Director
Mrs. Priya Rao	Additional Director	Non-Executive - Women Independent Director
Ms. Rafiq Ahmed Sulaiha Banu	Additional Director	Non-Executive - Non Independent Director
Mr. RaviKumar Perumal	Director	Non-Executive - Independent Director
Mr. Anil Kumar Padhiali	Company Secretary and Compliance officer	NA
Mr. V Anand	CFO	NA

(ii) Board meeting:

During the year 15 Board Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between two meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing

Obligations and Disclosure Requirements)

Regulations, 2015.

(iii) Declaration by Independent Directors:

The Company has received necessary declaration from each Independent Director of the Company under Section149(7) of the Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015 that the Independent Directors of the Company continues to meet the criteria of their Independence laid down in Section 149(6) and continue to be included in the Data Bank maintained by the Indian Institute of Corporate Affairsproficiencyself - and the Online assessment test requirement pursuant to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014.

A policy on familiarization program for Independent Directors has also been adopted by the Company and is put up on the website of the company www.kotharis. in. All new Independent Directors (IDs) included in the

Board are presented with an overview of the Companys business operations, products, organization structures and about the Board Constitutions and its procedures.. During the year under review, the Independent Directors met on 19/03/2026.

(iv) Policy on Directors Appointment and

Remuneration:

The Policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section

178(3) of the Companies Act, 2013, adopted by the Board, is posted on the website of the Company www.kotharis.in. We affirm that the Remuneration paid to the director is as per the terms laid out in the said policy.

(v) Details of Key Managerial Personnel:

The following are Key Managerial Personnel: Mr. J Rafiq Ahmed, Executive Chairman and Managing

Director

Mr. Anil Kumar Padhiali, Company Secretary and Compliance officer Mr. Anand V, Chief financial officer

COMPOSITION OF BOARDS COMMITTEES:

Currently, the Board has four Committees: The Audit Committee, the Nomination and Remuneration

Committee, the Stakeholders Relationship Committee and the Risk Management Committee. All Committees are appropriately constituted. Details of the all committee are provided in the Corporate Governance Report.

BOARD EVALUATION:

Annual evaluation of the performance of the Board, its Committees and of individual directors has been made, pursuant to the section 134(3) of the Companies Act, 2013.

The Nomination and Remuneration Committee (“NRC”) reviewed the annual performance of the individual Directors.

In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the Board as a whole was evaluated.

DETAILS IN RESPECT OF FRAUDS:

During the year under review, the Statutory Auditors did not report any instance of fraud committed against the

Company by its officers or employees under Section 143(12) of the Companies Act, 2013. Accordingly, no disclosure in this regard is required in the Boards

Report.

VIGIL MECHANISM:

The Company has established a robust Vigil Mechanism to provide Directors and employees with a secure and confidential channel to report genuine concerns relating to unethical behaviour, actual or suspected fraud, malpractice, or any other misconduct that may be prejudicial to the interests of the Company.

The Whistle Blower Policy provides adequate safeguards against victimisation of persons who avail of the mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate cases.

The Company affirms that no Director or employee has been denied access to the Audit Committee. The

Whistle Blower Policy is available on the Companys website at www.kotharis.in.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code for Prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, to regulate dealings in the Companys securities by its Promoters, Directors, and Designated Persons. The Code, inter alia, mandates pre-clearance for trading in the Companys securities and prohibits trading while in possession of unpublished price sensitive information (UPSI) or during the closure of the trading window, thereby ensuring compliance with the applicable regulatory framework and promoting the highest standards of corporate governance.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a CSR committee and hence our Company does not meet the criteria as mentioned above, Hence the Company has not constituted any Corporate Social Responsibility

Committee and the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013 AND COMPLIANCE WITH MATERNITY BENEFIT ACT 1961:

The Company has in place a Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (permanent,

Contractual, temporary, Trainees) are covered under this policy. During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

* Number of sexual harassment complaints received- 0 * Number of complaints disposed of-0

* Number of cases pending for more than 90 days-0

COMPLIANCE WITH MATERNITY BENEFIT ACT 1961:

The company has complied with the provisions of

Maternity Benefit Act 1961, including all applicable amendments and rules framed thereunder. All eligible women employees are provided with maternity benefits as provided under Maternity Benefit Act 1961.

DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code,

2016 during the financial year.

SECRETARIAL AUDITOR:

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the

Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the Company has appointed M/s. Santosh Senapati & Co., Practising

Company Secretaries, Chennai, as the Secretarial Auditor to conduct the Secretarial Audit for a period of five consecutive years fromFY 2025-26 to FY 2029-30. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure-III.

remarks/disclosure made: CommentsoftheBoardonthequalification

Observations by Secretarial Auditor

Management Reply

1) The total promoter and Promoter group shareholding is not fully Dematerialized as per Regulations 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

There are 1 promoter group holdings which are yet to be dematerialised, aggregating to 60 shares: Saloman Investment Limited holding 3,60,000 shares. This entity was an Overseas Corporate Body (OCB) which has since been wound up, and hence it is not possible to dematerialise these shares. Mr. N. Ravichandran also residing in the USA. He has assured that he will initiate the dematerialisation process when he visits India.

STATUTORY AUDITORS AND AUDITORS REPORT:

The Board of Directors of the Company, in their meeting held on 31st August, 2023, recommended the appointment of M/s. RAY & RAY., Chartered Accountants, Chennai (FRN:301072E) as statutory auditors of the Company to hold office from the conclusion of the 53 rd AGM till the conclusion of the Annual General Meeting to be held in the year

2028. At the 53rd Annual General Meeting of the company held on 30th September 2023, M/s. RAY & RAY., Chartered Accountants were appointed as Statutory Auditors officetill the conclusion of the Annual thecompanytohold General Meeting to be held in the year 2028.

The Independent Auditors Report on the accounts for the financial st March 2026 contain qualification yearended 31 remarks.

Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

COST RECORDS AND AUDIT:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014 the

Company does not fall under the purview of maintain of Cost records and Cost Audit.

INTERNAL AUDITOR:

After resignation of Mr. Venkateswara Rao, Board of Directors appointed M/s. KAMG & Associates, Chartered Accountants, as the Internal Auditors of the Company for the FY 25-26. The Internal Auditors carried out internal audits of the Companys operations and accounts to ensure adequacy and effectiveness of internal controls and processes.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm hat: - a) In the preparation of the Accounts for the Financial

Year ended 31st March 2026 the applicable accounting standards and schedule III of the

Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed along with the proper explanation relating to material departure; b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and loss of the Company for that period. c) To the best of their knowledge and information, they have 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) They have prepared the annual accounts on a going concern basis. The auditors have expressed an emphasis of matter on Going Concern in their Audit. e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls though adequate are being strengthened on an ongoing basis quite effective to operate effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

During the year under review, the Company acquired and continues to hold 30% of the equity shares in Phoenix

Kothari Footwear Private Limited. Accordingly, the said entity qualifies as an associate of the Company, and the provisions relating to the preparation of Consolidated Financial Statements are applicable in accordance with the provisions of the Companies Act, 2013.

The policy for determining the material subsidiaries is available in our website at www.kotharis.in.

CONSOLIDATION FINANCIAL STATEMENTS:

As on 31st March, 2026, the Company does not have any subsidiaries. However, the Company holds 30% equity shares in Phoenix Kothari Footwear Private Limited, which is classified as an associate company.

Accordingly, the preparation of Consolidated Financial Statements is applicable.

Pursuant to first proviso to subsection (3) of Section 129 read with Rule 5 of the Companies (Accounts) Rule, 2014 a statement containing salient features of financial statements of subsidiary is annexed as Annexure IV.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not provided any loans, or given any guarantees or securities covered under the provisions of Section 186 of the Companies Act, 2013.The details of investment made by the company are given in the notes to the financial statements.

RISK MANAGEMENT:

The Company has in place a robust Risk Management

Policy to identify, evaluate, monitor, and mitigate key risks that may impact the achievement of its business objectives. The Board of Directors oversees the risk management framework and ensures that appropriate measures are implemented to manage identified risks effectively.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual

Return of the Company shall be placed on the Website of the Company at www.kotharis.in.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into by the

Company during the year under review were in compliance with the applicable provisions of the

Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Such transactions were undertaken with the prior approval of the Audit Committee and the Board of Directors, wherever applicable, and were subsequently reviewed on a quarterly basis. The transactions were duly approved and, wherever applicable, ratified in compliance with the applicable provisions of the Act and Regulations.

All Material Related Party Transactions were in the ordinary course of business and on an arms length basis. The particulars of transactions in Form AOC-2 are annexed as Annexure-V to this Report.

CORPORATE GOVERNANCE:

Your Company has taken adequate steps to adhere to all the stipulations laid down in the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015. A report on Corporate Governance is included as a part of this Annual Report is annexed as Annexure-VI.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF

THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

TThe Company has not made any one-time settlement during the year under review with banks or financial institutions and therefore, this clause is not applicable.

EMPLOYEE SAFETY:

The safety and well-being of our employees are paramount. We are dedicated to fostering a safe, healthy, and supportive work environment.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

During the yearunderreview,nosignificantor material orders were passed by any regulator, court, or tribunal that would impact the going concern status of the Company or its future operations.

INTERNAL FINANCIAL CONTROLS:

The Company has a well-placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The

Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. This has been endorsed by statutory auditors in their separate report which is annexed.

RECOMMENDATIONS OF AUDIT COMMITTEE:

During the year under review, there were no instances where the recommendations of the Audit Committee were not accepted by the Board.

CODE OF CONDUCT:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a comprehensive Code of Conduct applicable to its Directors, Senior Management

Personnel, and other employees, as applicable. The

Code sets out the principles of ethical business conduct, integrity, transparency, accountability, and compliance with applicable laws and regulations, and serves as a guiding framework for maintaining the highest standards of corporate governance. The Code is available on the

Companys website. All Directors and Senior Management Personnel have affirmed their compliance with the Code for the financial year under review. A declaration to this effect, signed by the Executive Chairman and Managing Director, forms part of this Annual Report.

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

COMPANY:

Subsequent to the close of the financial year ended 31st

March, 2026 and up to the date of this Report, the following material changes and commitments have occurred:

Voluntary Delisting from Calcutta Stock Exchange Limited

The Companys Equity Shares have been voluntarily delisted from The Calcutta Stock Exchange Limited (CSE) with effect from 2nd June 2026, pursuant to the approval granted by CSE in accordance with the SEBI (Delisting of

Equity Shares) Regulations, 2021. The Equity Shares of the

Company continue to remain listed on BSE Limited.

Investment in Associates company:

The Company has made a further strategic investment in the equity shares of its associate company, Phoenix

Kothari Footwear Private Limited, with the objective of strengthening its presence in the footwear business and creating long-term value for the Company. Except as stated above, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

Setting up a footwear factory:

The Company has paid Rs. 32.13 crores to SIPCOT for allotment of land at Melur, Tamil Nadu, for the purpose of setting up a footwear factory.

Subsidiary Company:

The subsidiary company, namely KOTHARI

INDUSTRIAL IUAD DESIGN PRIVATE LIMITED (CIN: U85499TN2026PTC195911), has been incorporated on July 27, 2026, under the Companies Act, 2013. The Company holds 51% of the paid-up equity share capital of the subsidiary.

LISTING:

The Companys equity shares are listed on BSE Limited and are permitted for trading on the National Stock Exchange of India Limited (NSE) and Metropolitan Stock

Exchange of India Limited (MSE). The Company confirms that it has paid the applicable listing fees to BSE Limited for the financial year 2025-2026. The equity shares of the

Company have been voluntary delisted from The Calcutta

Stock Exchange Limited (CSE) with effect from June 2, 2026.

DEPOSITS:

The Company has not accepted any public deposit during the year.

EMPLOYEE STOCK OPTION SCHEME

The Company has implemented the KICL Employee

Stock Option Scheme 2025 (“KICL ESOP 2025”) with the objective of attracting, retaining and motivating eligible employees by enabling them to participate in the growth and value creation of the Company. The Scheme was approved by the stock exchange i.e BSE Limited and Members through a Special Resolution passed at the

Extra-Ordinary General Meeting held on 13th June, 2025.

The Scheme provides for grant of Employee Stock Options to eligible employees in accordance with the provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The Scheme provides for issuance of up to 46,86,000 equity shares of the Company, subject to applicable terms and conditions.

As on 31st March, 2026, the Scheme was in place and no options were granted or shares allotted under the Scheme during the financial year.

The Disclosure Requirement under Section 62(1)(B) of the Companies Act, 2013 Read with Rule 12(9) Of the Companies (Share Capital& Debentures) Rules, 2014 are as follows:

Particulars	Disclosure
Options granted	NIL
Options vested	NIL
Options exercised	NIL
Options lapsed	NIL
Exercise price	Not Applicable
Variation of terms of options	Not Applicable
Money realised by exercise of options	NIL
Total number of options in force	NIL
Options granted to Key Managerial Personnel	NIL
Employee receiving 5% or more of options granted during the year	Not Applicable
Employees granted options equal to or exceeding 1% of issued capital	Not Applicable

The Disclosure Requirement Specified Under Regulation 14 Of Sebi (Share Based Employee Benefits) Regulations, 2014, with respect to the ESOP Schemes, are available on the Companys website at https://kotharis.in/investor-annual-reports.php.

A certificate from the Secretarial Auditor with respect implementation of Companys ESOP Schemes, will be available for inspection by the members, at the ensuing AGM

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Company has been included amongst the top

1,000 listed entities based on market capitalisation and accordingly, the requirement to submit the Business Responsibility and Sustainability Report (BRSR) under the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 shall be applicable from the financial year 2026-27.

The Company is taking necessary steps to align its processes and reporting framework with the BRSR requirements and ensure timely compliance with the applicable provisions.

DIRECTORS AND OFFICERS LIABILITY INSURANCE

Pursuant to Regulation 25(10) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

2015, applicable to the top 1,000 listed entities based on market capitalisation, the Company has obtained Directors and Officers Liability Insurance Policy for its Directors and Officers, as applicable, to safeguard them against liabilities arising in the course of discharge of their duties.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results may differ from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENT:

Your directors place on records their appreciation of the valuable support of management, Financial Institutions, Government authorities, Banks, and Employees and shareholders. The cooperation and the forbearance of the members are gratefully acknowledged.

	By Order of the Board of Directors
For KOTHARI INDUSTRIAL CORPORATION LIMITED
	J RAFIQ AHMED
	Executive Chairman &
Place : Chennai	Managing Director
Date : 14.08.2026	DIN : 02861341