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DIRECTOR'S REPORT

Kewal Kiran Clothing Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 3196.50 Cr. P/BV 4.17 Book Value (₹) 124.40
52 Week High/Low (₹) 645/425 FV/ML 10/1 P/E(X) 22.13
Bookclosure 16/05/2025 EPS (₹) 23.44 Div Yield (%) 0.39
Year End :2025-03 

Your Board of Directors are pleased to present the 34th Annual Report together with the Audited Accounts of the Company for the
year ended March 31, 2025.

Financial summary & highlights

Audited Financial Results (Standalone) Audited Financial Results (Consolidated)

Sr.

No.

Particulars

Year Ended
March 31, 2025

Year Ended
March 31, 2024

Year Ended
March 31, 2025

Year Ended
March 31,2024

1

Net Sales/Income from operations

84,034.75

86,049.86

1,00,277.27

86,049.86

2

Other Income

4,903.88

3,697.00

4,932.65

3,687.39

3A

Total Expenditure

70,334.76

69,778.90

85,445.16

69,808.28

3B

Share of Profit/(Loss) of Joint Venture

NIL

NIL

(3.31)

(6 45)

4

Gross profit (Before deducting any of the following)

20,872.60

21,41489

23,992.92

21,395 42

a.

Finance charges

940.05

435 94

1,013.18

435 94

b.

Depreciation/Amortization

1,328.69

1,010.99

3,218.30

1,036.96

c.

Tax provision

4,517.92

4,515.72

4,842.35

4,514.95

5

Net profit for the Period

14,085.95

15,452 24

14,919.10

'5.407 57

6

Other Comprehensive Income/(Loss)

(28.37)

(69 40)

(28.37)

(69 40)

7

Total of Comprehensive Income (net of tax)

14,057.58

15,382 84

14,890.73

'5.338 '7

8

Profit b/f from previous years

45,508.60

35,539.54

45,422.65

35,498.26

9

Appropriation of profit

500.00

2,465.01

500.00

2,465.01

i)

Dividend on equity shares

NIL

2,465 01

NIL

2.465 0'

ii)

Transfer to Business Progressive fund

500.00

500.00

10

Dividend (in H) per ordinary share

NIL

2 00

NIL

2 00

11

Paid up Equity capital

6,162.52

6,162.52

6,162.52

6,162.52

12

Reserves except revaluation reserve

16,372.38

15,872.38

16,372.38

15,872.38


Overall performance and state of company
affairs

In FY2025, we delivered a resilient performance, underpinned
by strategic initiatives and volume growth driven by product
innovation and design excellence, that further cemented our
market position. The Company achieved operating revenues of
? 1,00,27727 lakhs as against ? 86,049.86 lakhs, registering a
growth of 16.53% y-o-y, backed by EBITDA of ? 19,060.27 lakhs
and EBITDA margin of 19.01% in FY 2025.

The Company reported a profit after tax of ? 14,919.10 lakhs
in FY2025 as against ? 15,407.57 lakhs in FY2024, a decline of
3.17%. Net Profit Margin stood at 14.18% in FY2025 as compared
to 1717% in FY2024. A significant contributor to this change
was the increase in Depreciation and Amortization expenses,
which rose from ? 1,036.96 lakhs in FY2024 to ? 3,218.30 lakhs

in FY2025, onthe backof additional amortization of intangible
assets resulting from the acguisition of Kraus.

Overview of industry and important changes in
the industry

India is the world’s second-largest producer of textiles and
garments. India’s cotton, silkand denim are highly popular in
other countries, and Indian apparel too has found success
across fashion centres around the world. The Indian textile
and apparel industry is highly diversified with a wide range
of segments ranging from products of traditional handloom,
handicrafts, wool and silk products to the organized textile
industry in India. It is also the sixth-largest exporter of textiles
spanning apparel, home and technical products. India has a
4.6% share of the global trade in textiles and apparel. With
a rich history of craftsmanship, Indian textiles and apparel

are highly sought after worldwide. The textiles and apparel
industry contributes 2.3% to the country’s GDP, 13% to
industrial production and 12% to exports.

Consumer preference and regional diversity have changed
the apparel market of India, together with some key emerging
trends for sustainability, athleisure and the influence of digital
platforms. Heightened environmental sensitivity is promoting
increased demand for sustainable fashion. A trend can be
seen in which people prefer eco-friendly materials and ethical
production methods. Online shopping has increased manifold,
whereby a wide choice of domestic and international brands
is easily availed and it becomes even more striking in Tier-II
and III cities, where the e-commerce boom has democratised
access to fashion. The athleisure segment is another area
witnessing rapid growth, consolidating functionality with
style to cater to India’s young, fitness-conscious population.
Moreover, performance-oriented clothing at reasonable prices
has supported the segment’s growth. E-commerce platforms
further enhance accessibility, contributing to the expansion of
this category across urban and rural areas.

External environment and economic outlook

In FY 2024-25, India’s economy showcased remarkable
resilience, driven by robust macroeconomic fundamentals,
proactive policy measures and sustained government capital
expenditure. Despite global challenges, including geopolitical
tensions and geoeconomic fragmentation, India’s growth
narrative remained robust, with a real GDP growth of 6.5%,
solidifying its position as the fastest-growing major economy.
The private final consumption expenditure (PFCE) growth
accelerated to 7.6%, driven by robust rural demand, despite
moderation in urban consumption. PFCE’s share in real GDP

rose to 56.7%. Strong agricultural performance boosted
rural demand, evident from increased sales of two-wheelers,
motorcycles, tractors and FMCG volume growth in rural
areas. Conversely, urban demand, which previously led post¬
pandemic consumption, showed signs of slowing. Government
final consumption expenditure (GFCE) registered a modest
growth of 3.8%.

India is set to remain the fastest-growing major economy
in FY 2026, driven by strengthening private consumption,
robust financials and sustained government spending. Key
positives include easing supply chain pressures, softening
commodity prices and expected higher agricultural output.
Despite potential headwinds from global trade tensions and
protectionism, India’s strategic trade agreements and ongoing
negotiations could support trade growth. The economic
outlook for FY 2026 remains promising, with recovering
consumption, robust bank and corporate balance sheets, and
resilient services growth. Flowever risks include global trade
uncertainty geopolitical tensions and financial market volatility

Transfer to reserves

During the year under review no amount has been transfered
to reserve.

Share capital

There is no change in share capital during the financial year
2024-25.

Dividend

Your Board of Directors had in their meeting held on May 12,
2025 declared 1st interim dividend 2024-25 of? 2/- (20%) per
eguity share absorbing a sum of ? 1,232.50 lakhs. The record
date for the purpose of payment of interim dividend was May
16, 2025 and the said interim dividend was paid in May 2025.

Your Board has decided not to recommend final dividend for the
financial year ended March 31, 2025.

Dividend distribution policy

Your Company has formulated Dividend Distribution policy
in terms of Regulation 43A of SEBI (Listing Obligations and
Disclosure Reguirements) Regulations, 2015.

The Annual dividend generally consists of a few interim
dividend and a final dividend at the year end. The Board of
Directors seeks to balance members need of returns and
Company’s reguirement of long term growth. After meeting
internal cash balance towards any strategic investments,
the Company will endeavour to return the rest of the free
cash generated to shareholders through regular dividend.

The said policy as approved by your Board of Directors has
been uploaded on the website of the Company. The dividend
distribution policy is available on
https://www.kewalkiran.com/
investnrs.php#Pnlides.

Credit rating

CRISIL, India’s leading ratings, research, risk and policy advisory
Company has assigned 'AA- / Stable’ for the banking facilities
of the Company. This will further ensure superior credit terms
from the financial market and banks.

Investor education and protection fund (IEPF)
Unclaimed Dividend

Pursuant to the provisions of Section 124(5) of the Companies
Act, 2013, if the dividend transferred to the Unpaid Dividend
Account of the Company remains unpaid or unclaimed for
a period of seven years from the date of such transfer then
such unclaimed or unpaid dividend shall be transferred bythe
Company along with interest accrued, if any to the Investor
Education and Protection Fund ('the IEPF’), a fund established
under sub-section (1) of section 125 ofthe Act.

The Company had during the financial year, accordingly,
transferred to IEPF, the unpaid and unclaimed dividend amounts
pertaining to Final Dividend 2016-17 of ? 3,056/-, 1st Interim
Dividend 2017-18 of ? 19,915/- 2nd Interim Dividend 2017-18 of
? 15,240/-and 3rd Interim Dividend 2017-18 of ? 35,682/-.

Below mentioned is the information relating to outstanding dividend accounts and the due dates for claiming dividends from
the company subsequent to which the outstanding amounts standing to the credit of the respective dividend account will be
transferred to the IEPF.

Financial year

Date of allotment/declaration

Unclaimed
Dividend (in E)

Last date for claiming dividend

4th Interim Dividend 2017-18

March 10, 2018

8215

April 15, 2025

Final Dividend 2CT7 18

September 4, 2018

5658

October 8, 2025

i"r Interim Dividend 2CT8 19

July 21, 2018

9394

August 23, 2025

2nd Interim Dividend 2CT8 19

October 25, 2018

13780

November 29, 2025

3rd Interim Dividend 2018-19

January 23, 2019

40610

February 26, 2026

4th Interim Dividend 2018-19

March 7, 2019

19630

April 13, 2026

Final Dividend 2018 19

September 18, 2019

2394

October 19, 2026

1"r Interim Dividend 2019 20

June 20, 2019

13013

July 23, 2026

2nd Interim Dividend 2019 20

October 22, 2019

1.3500

November 22, 2026

3rd Interim Dividend 2019-20

January 28, 2020

31530

March 3, 2027

4th Interim Dividend 2019-20

May 26, 2020

11008

July 2, 2027

Final dividend 20'9 2020

September ' 5. 2020

5622

October 22. 2027

'Ý-Interim Dividend 2020 2'

October 22. 2020

22649

November 27. 2027

2 " Interim Dividend 2020 2'

January 22. 202'

43090

February 25. 2028

1st Interim Dividend 2021-22

October 28, 2021

30127

December 3, 2028

2nd Interim Dividend 2021-22

January 27, 2022

82121

March 4, 2029

3"" Interim Dividend 202' 22

May ".2022

89'62

June ' '.2029

'Interim Dividend 2022 23

October 2'. 2022

248'54

November 23.2029

2 •' Interim Dividend 2022 23

April 27. 2023

'637'4

May 30. 2030

1st Interim Dividend 2023-24

January 20, 2024

37617

February 21,2031

Material changes and commitments affecting
the financial position of your company

There have been no material changes and commitments,
which affect the financial position of your company which have
occurred between the end of the financial year to which the
financial statements relate and the date of this Report. There is
no change in the nature of business of your Company.

Disclosures relating to subsidiaries, associates
and joint ventures

White Knitwears Private Limited is a joint venture of your
Company. Kewal Kiran Developers Limited (formerly known as
Kewal Kiran Design Studio Limited) is a wholly owned subsidiary
of your Company.

Kraus Casuals Private Limited became a subsidiary of your
company w.e.f. 18th July 2024.

Kewal Kiran Lifestyle Limited was a wholly owned subsidiary
of your company which was striked off from the registrar of
companies on March 25, 2025.

Financial statements

The financial statements of your Company, consolidated
financial statements along with relevant documents and
separate audited accounts in respect of joint venture and
the subsidiary, are available on the website of your Company
www.kewalkiran.com

Your Company has prepared the consolidated financial
statement in accordance with the applicable Accounting
Standards. The audited consolidated financial statements
together with the Auditor’s Report form part of the
Annual Report.

Pursuant to Section 129(3) ofthe Companies Act, 2013 a
statement containing the salient features ofthe financial
statements ofthe joint venture and the subsidiary is attached
to the Financial Statements in
Form AOC-1.

Cash flow statement

In conformity with the provisions of Regulation 34(2)(c)of SEBI
(Listing Obligations and Disclosure Reguirements) Regulations,
2015, the standalone and consolidated Cash Flow Statements
for the year ended March 31, 2025 forms a part of this
Annual Report.

Business responsibility and sustainability
report (BRSR)

In conformity with the provisions of Regulation 34 (2)(f) of
the SEBI (Listing Obligations and Disclosure Reguirements)
Regulations, 2015, the Business Responsibility and
Sustainability Report forms a part of this annual report.

The web-addresses ofthe Company and IEPF Authority, where
the details of unpaid and unclaimed amounts lying with the
Company are uploaded, are
https://www.kewalkiran.com/
investors.php#Unpaid%20Dividend%
20Data and http://www.
iepf.gov.in/

Any amounts of unclaimed dividend transferred to IEPF after
the expiry ofthe period of seven years as per provisions of
the Companies Act, 2013, shall be entitled to apply to the IEPF
authority for payment of money claimed.

Mandatory Transfer of Shares to Demat Account of
Investors Education and Protection Fund Authority (IEPFA)
in case of unpaid/ unclaimed dividend on shares for a
consecutive period of seven years

In terms of Section 124(6) ofthe Companies Act, 2013 read
with Rule 6 ofthe Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
(as amended from time to time) (IEPF Rules) shares on which
dividend has not been paid or claimed by a shareholder for a
period of seven consecutive years or more are to be credited
to the Demat Account of Investor Education and Protection
Fund Authority (IEPFA) within a period of thirty days of such
shares becoming due to be so transferred. Upon transfer of

such shares, all benefits (like bonus, etc.), if any, accruing on
such shares shall also be credited to such Demat Account and
the voting rights on such shares shall remain frozen till the
rightful owner claims the shares. Shares which are transferred
to the Demat Account of lEPFAcan be claimed backbythe
shareholders from IEPFA by following the procedure prescribed
under the aforesaid rules. The Company sends out individual
communication to the concerned Members whose shares are
liable to be transferred to IEPFA on a continuous basis, to take
immediate action in the matter. An aggregate of 2,655 shares
are transferred to the IEPFA till date out of which 620 shares are
transferred to the IEPFA during the financial year 2024-25.

Nodal officer

The nodal officer appointed by your Company under the
provisions of IEPF is Mr. Abhijit Warange, President - Legal &
Company Secretary and the web-address on which the said
details are available is
https://www.kewalkiran.com/investors.
php#IEPF%20Nodal%200fficer/%20List%20of%20shares%20
due%20for%20transfer%20to%20IEPF

Directors

During the year Mr. Vivek K. Shiralkar was appointed as Non
Executive Independent Directorof yourCompany from August
13, 2024.

Re-appointment of Director retiring Py rotation

In accordance with the provisions of the Companies Act, 2013
and the Articles of Association of your Company, Mr. Vikas P
Jain (DIN: 00029901), Director of your Company would retire
by rotation at the ensuing Annual General Meeting and being
eligible has offered himself for re-appointment.

Key managerial personnel

Your Company has recognized the following persons as Key
Managerial Personnel (KMP) in accordance with the Companies
Act, 2013.

1. Mr. Kewalchand P Jain - Chairman and Managing Director

2. Mr. Hemant P. Jain - Joint Managing Director

3. Mr. Dinesh P. Jain - Whole-time Director

4. Mr. Vikas P Jain - Whole-time Director

5. Mr Bharat A. Adnani - Chief Financial Officer (CFO)

6. Mr. Nimesh N. Anandpara - Deputy Chief Financial Officer

7 Mr. Abhijit B. Warange - President - Legal &

Company Secretary

There were no resignation or new appointments of Key
Managerial Personnels during the year.

Compliance with the code of conduct

Your Company has put in place a Code of Conduct effective
January 14, 2006, for its Board Membersand Senior
Management Personnel. Declaration of compliance with
the Code of Conduct has been received from all the Board
Members and Senior Management Personnel as stipulated
under Regulation 26(3) of SEBI (Listing Obligations and
Disclosure Reguirements) Regulations, 2015. A certificate to
this effect from the Chairman & Managing Director forms a part
of this Report.

Compliance with the code of independent
directors

Your Company has put in place a Code of Independent
Directors approved in the Board Meeting held on May 10,

2014, for its Independent Directors. Declaration of compliance
with the code has been received from all the Independent
Directors of your Company as reguired under Section 134 (3)

(d) of Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Reguirements) Regulations, 2015. A certificate to
this effect from the Chairman and Managing Director forms a
part of this Report.

Declaration by independent directors

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet with the criteria of independence as prescribed under
SubSection (6) of Section 149 of the Companies Act, 2013
read with Rule 6(1) and (2) of theCompanys (Appointment
and Qualification of Directors) Rules, 2014 together with
SEBI (Listing Obligations and Disclosure Reguirements)
Regulations, 2015.

The Independent Directors have also confirmed that they
have registered their names in the Independent Directors
Databank. Further, the Board members are satisfied with
regard to integrity, expertise and experience (including
the proficiency) of the Independent Directors of the
Company. The details of familiarisation programme for
Independent Directors are available on the Companys
website at
https://www.kewalkiran.com/admin/uploads/
categoryfiles/393Detailsoffamiliari7ation2024-25.pdf.

General

Your Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions
on these items during the year under review:

1. Issue of Equity Shares with differential rights as to
dividend, voting or otherwise.

2. Issue of shares (including Sweat Eguity Shares) to
employees of the Company under any scheme and ESOS.

3. Issue of shares pursuant to SEBI (Employees StockOption
scheme) Regulations and SEBI (Share Based Employee
Benefit) Regulation, 2014.

4. Issue of shares on Preferential basis pursuant to Section
62 of Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Reguirements) Regulations, 2015.

Board Meetings

The details of the number and dates of meetings of the Board
of Directors held during the Financial Year 2024-25 forms part
of the Corporate Governance Report.

Committees

The disclosure of composition of all Committees constituted by
your Board under the Act and the Listing Regulations and the
changes if any in the composition of such Committees during
the year as well as the number and dates of the meetings of
the Committee are given in the Corporate Governance report,
which forms part of this Annual Report.

Directors’ responsibility statement

Pursuant to the requirement under Section 134(3)(c) read with
Section 134(5) of the Companies Act, 2013 with respect to
Director’s Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial
year ended March 31, 2025, the applicable accounting
standards had 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
true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit and loss of
the Company for that period;

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

(d) the Directors had prepared the accounts for the financial
yearended March 31, 2025 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 adeguate 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 adeguate and
operating effectively.

Internal financial controls with reference to
financial statements

Your Company has an Internal Control system, commensurate
with the size, scale and complexity of its operations. The
Internal Auditors monitor and evaluate the efficacy and
adeguacy of the Internal Control System in the Company, its
compliance withoperating systems, accounting procedures
and policies at all the Company locations. Based on the report
of Internal Auditors, process owners undertake corrective
action in their respective areas and thereby strengthen
the controls.

The Audit Committee of the Board of Directors actively reviews
the adequacy and effectiveness of the Internal Control System
and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory
Auditors and the Business Heads are periodically apprised of
the Internal Audit findings and corrective actions taken. Audit
plays a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions thereon
are presented to the Audit Committee of the Board.

Your Board has also reviewed the internal processes,
system and the internal financial control and the Directors’
Responsibility Statement contain a confirmation as regards
adequacy of the internal financial controls.

Details of internal financial controls and its adequacy are
included in the Management Discussion and Analysis Report
('MDAR’) which forms part of this Report.

Auditors

The Members of the Company in the 31st Annual General
Meeting held on September 6, 2022 had appointed M/s. Jain &
Trivedi, Chartered Accountant, as the Statutory Auditors and
M/s. N.A. Shah Associates LLP as the Joint Statutory Auditors of
the Company for a period of five years i.e. to hold office from the
conclusion of 31st Annual General Meeting till the conclusion of
the 36th Annual General Meeting of the Company to be held in
the year 2027.

Audit report

There are no qualification or adverse remark in the Auditors
report which require any explanation from the Board
of Directors.

The Auditors Report on financial statements forming part
of this Annual Report is self-explanatory and do not call for
any further comments. During the year under review, no
frauds were reported by the auditor under Section 143(12) of
Companies Act, 2013.

Secretarial audit

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with rule 9 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Ummedmal P. Jain, proprietor of
M/s U. P. Jain & Co (C.P. No. 2235) to undertake the Secretarial
Audit of the Company for the financial year 2024-25. The
Secretarial Audit Report is included as
Annexure - III and forms
an integral part of this report.

There are no Oualification, Reservation or Adverse Remark in
the Secretarial Audit report which reguire any explanation from
the Board of Directors.

Pursuanttothe Regulation 24AoftheSEBI Listing Regulations
and Section 204 of the Companies Act, 2013, the Board at its
meeting held on May 12, 2025, based on recommendation
of the Audit Committee, has approved the appointment of
Mr. Ummedmal P. Jain, Peer reviewed Practising Company
Secretary (COP no. 2235) as Secretarial Auditor of the
Company for a term of five consecutive years commencing
from FY 2025-26 till FY 2029-30, subject to approval of the
Members at the ensuing AGM.

Secretarial standards

Your Company has complied with all applicable Secretarial
Standards issued by Institute of Company Secretaries of India
on Meetings of Board of Directors, General Meeting, Dividend
and the Board’s Report.

Deposits

Your Company has not accepted any public deposits within the
meaning of Section 73 and 74 of the Companies Act, 2013 read
with Companies (Acceptance of Deposit) Rules, 2014 during
Financial Year 2024-25.

Particulars of loans, guarantees or investments
under section 186 of the companies act, 2013

Your Company has not given any loans or guarantee during the
financial year 2024-25. The acguisitions of securities of any
other body corporate are within the limit specified u/s 186 of
the Companies Act, 2013. The details of the same are given in
the notes to financial statements.

Conservation of energy, technology absorption
and foreign exchange earnings and outgo

The details of conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo stipulated under
Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 is given as
Annexure - I.

Related party transactions

Suitable disclosure as required by the Accounting Standard
(AS-24) has been made in the notes to the Financial Statement.

Particulars of contracts or arrangements with
related parties referred to in sub-section (1) of
section 188 of the companies act, 2013

The particulars of contracts or arrangements with related
parties referred to in Section 188(1) of the Companies Act, 2013
is given in
Annexure - II.

There were no material related party transaction during the
year under review with Promoters, Directors or Key Managerial
Personnel which may have potential conflict of interest with
the Company at large. The Company has developed a Related
Party transactions framework through standard operating
procedures for the purpose of identification and monitoring of
such transactions.

All Related Party Transactions are placed before the Audit
Committee. A statement of all Related Party Transactions is
placed before Audit Committee for its review on a quarterly
basis, specifying the nature, value and terms and conditions
of the transactions for approval. The policy on Related Party
transactions as approved by the Board of Directors has been
uploaded on the website of the Company. The web-link to the
Related Party Policy is
https: //www.kewalkiran.co m/investo rs.
php#Policies

Risk management

Your Company has a Risk Management Committee which has
been entrusted with the responsibility to assist the Board in

(a) Overseeing and approving the Company’s enterprise wide
risk management framework; and (b) Overseeing that all the
risks that the organization faces such as strategic, financial,
credit, market, liquidity, security, property, IT, legal, regulatory,
reputational and other risks have been identified and assessed
and there is an adequate risk management infrastructure in
place capable of addressing those risks.

The Committee has adopted a Risk Management Policy in
accordance with Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
which has been approved by Board of Directors.

Your Company manages, monitors and reports on the principal
risks and uncertainties that can impact its ability to achieve its

strategic objectives. Your Company’s management systems,
organisational structures, processes, standards, code of
conduct and behaviours together governs the conduct of your
Company’s business and managing associated risks.

Vigil mechanism / whistle blower policy

Fraud free and corruption free work culture has been core
of your Company. In view of the potential risk of fraud and
corruption due to rapid growth and geographic spread of
operation, your Company has put an even greater emphasis to
address this risk.

To meet this objective your Company has adopted a Whistle
Blower Policy establishing Vigil Mechanism to provide a
formal mechanism to the Directors and employees to report
their concern about unethical behavior, actual or suspected
fraud or violation of the Company’s Code of Conduct or
ethics policy. The Policy provides for adequate safeguards
against victimization of employee who avail of the mechanism
and also provides for direct access to the Chairman of the
Audit Committee.

It is affirmed that no personnel of the Company have been
denied access to the Audit Committee in the Financial Year
2024-25.

The Policy on whistle blower/ vigil mechanism may be accessed
on the Company website at
https://www.kewalkiran.com/
investors.php#Policies

Significant and material orders passed by the
regulators or courts or tribunals

There are no significant and/or material orders passed by the
Regulators or Courts or Tribunal which would impact the going
concern status of the Company and its future operation.

Company’s policy on director’s appointment,
remuneration and evaluation

In terms of the applicable provision of the Companies Act,

2013 read with rules made thereunder and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
your Board had approved the Nomination and Remuneration
Policy and Evaluation Policy as recommended by Nomination
and Remuneration Committee, in the Board Meeting held
on October 10, 2014. The Nomination and Remuneration
Committee has incorporated the criteria for determining
qualifications, positive attribute and independence of Director
in the Nomination and Remuneration and Evaluation Policy in
terms of provision of Section 178(3) and Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015. Company’s policy on Directors’ appointment and
remuneration and the criteria for determining qualifications,
positive attributes and independence of a Director is given at
https://www.kewalkiran.com/investors.php#Policies.

The said policy envisages the criteria for selection and
appointment of Board Members like determining qualification,
positive attributes and independence of Director, etc. It
also lays down the framework in relation to remuneration of
Directors, Key Managerial Personnel and Senior Management
of the Company. The detail of the remuneration policy of the
Company is given in the Corporate Governance Report, which
forms part of this Annual Report. The said policy also lays down
the criterion for payment of remuneration to Non-Executive
Directors and the web-linkof the same is
https://www.
kewalkiran.eom/investors.php#Polides.

Annual board evaluation

Your Board has adopted a formal mechanism for evaluating its
performance and as well as that of its Committee and individua
Directors, including the Chairman of the Board.

The criteria for performance evaluation of the Board include
aspects like Board composition and structure effectiveness
of Board processes, information and functioning, experience,
competencies, etc. The exercise was carried out through a
structured evaluation process covering various aspects of
the Boards functioning such as composition of the Board and
Committees, experience and competencies, performance
of specific duties and obligations, governance issues etc.
Separate exercise was carried out to evaluate the performance
of individual Directors including the Board Chairman who was
evaluated on parameters such as attendance, contribution
at the meetings and otherwise, independent judgment,
safeguarding of minority shareholders interest, etc.

The evaluation of the independent Directors was carried out
by the entire Board and that of the Chairman and the Non¬
Independent Directors were carried out by the independent
Directors. The Directors were satisfied with the evaluation
results, which reflected the overall engagement of the Board
and its Committees with the Company.

Remuneration of directors and employees

The information required under section 197(12) of the
Companies Act, 2013 read with rule 5(2) and 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules
2014 and forming part of the Directors’ report for the year ended
March 31, 2025 and the prescribed particulars of employees
required under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are attachec
as '
Annexure - IV’ and forms part of this report.

Save and except the relation between the Executive Directors
inter se (the executive directors are brothers) none of the
employees listed in the said annexure is a relative of any
Director of the Company. None of the employees (save and
except the Executive Directors) hold (by himself or along
with his/her spouse and dependent children) more than two
percent of the equity shares of the Company.

Corporate social responsibility report

The Corporate Social Responsibility Committee has
formulated and recommended to the Board a Corporate
Social Responsibility Policy of the Company indicating the
activities to be undertaken by the Company which has been
approved by the Board. The Corporate Social Responsibility
Policy may be accessed on the Company’s website at
https://
www.kewalkiran.com/investors.php#Policies
. The Company
considers Corporate Social Responsibility spend in the areas
of Healthcare, Education, Animal welfare and such other areas
as the Board may deem fit from time to time so as to qualify
as a Corporate Social Responsibility spend pursuant to the
Corporate Social Responsibility Policy of the Company and in
accordance with the provisions of the Companies Act 2013 and
the rules made there under.

The report on Corporate Social Responsibility initiatives as
required under Companies (Corporate Social Responsibility
Policy) Rules, 2014 is given as
Annexure - V.

Extract of annual return

Pursuant to amendment to Section 92 of the Act read with
the Rule 12 of Companies (Management and Administration)
Rules, 2014, your Company is not required to provide extract
of Annual Return (Form MGT-9) as part of the Board’s Report.
Annual Return as at March 31, 2025 is available on website of
the Company
www.kewalkiran.com.

Environment and safety

Your Company is conscious of the importance of
environmentally clean and safe operations. Your Company’s

policy requires conduct of operations in such a manner,
so as to ensure safety of all concerned, compliances with
environmental regulations and preservation of natural
resources. The Company provides a safe and healthy
workplace focussing on creating right safety culture across the
organisation and aims to achieve ultimate goal of zero injuries
to all its employees and all stakeholders associated with the
Company’s operations.

Maintenance of cost record

Your Company is not required to maintain cost record as
specified by the Central Government under section 148(1) of
the Companies Act, 2013.

Management discussion and analysis report

A detailed review of Industry Structure and Developments,
Internal Control System, Risk and Concern, operations,
performance and future outlook of the Company is given
separately under the head Management Discussion and
Analysis Report as stipulated under Regulation 34(2)(e) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations
2015 and forms a part of this Annual Report.

Corporate governance

Your Company is committed to maintain the highest standards
of Corporate Governance and adhere to the Corporate
Governance requirements set out by SEBI. Your Company
has also implemented several best Corporate Governance
practices as prevalent globally.

The report on Corporate Governance as stipulated under SEBI
(Listing Obligations and Disclosure Requirements) Regulations
2015 forms a part of the Annual Report.

The requisite certificate from the Auditors, M/s. Jain & Trivedi,
Chartered Accountants and M/s N.A Shah Associates LLP,
Chartered Accountants, confirming the compliance of
conditions of Corporate Governance as stipulated under SEBI
(Listing Obligations and Disclosure Requirements) Regulations
2015 forms a part of this report.

Disclosures pertaining to the sexual harassment
of women at the workplace (prevention,
prohibition and redressal) act, 2013

The Company has in place a Policy for prevention of sexual
harassment at the workplace in line with the requirements
of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are
covered under this policy.

The following is a summary of sexual harassment complaints
received and disposed of during the year:

(a) Number of complaints of sexual harassment received in
the year: Nil

(b) Number of complaints disposed off during the year: Nil

(c) Number of cases pending for more than ninety days:- Nil

Details of application made or any proceeding
pending under the insolvency and bankruptcy
code, 2016 (31 of 2016) during the year
alongwith their status as at the end of the
financial year.

There are no application made or pending against the Company
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

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.

There were no instances of one-time settlement with any bank
or financial institution.

Compliance of maternity benefit act, 1961

The Company has complied all the provisions of Maternity
Benefit Act, 1961

Acknowledgements

Your Board would like to place on record its sincere appreciation
for the wholehearted support and contribution made by its
customers, its shareholders and all its employees across the
country, as well as the various Government Departments,

Banks, Distributors, Suppliers and other business associates
towards the conduct of efficient and effective operations of
your Company.

For and on behalf of the Board
Kewalchand P. Jain

Place: Mumbai Chairman & Managing Director

Dated: August 7, 2025 DIN: 00029730

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