Your Board of Directors are pleased to present the 34th Annual Report together with the Audited Accounts of the Company for theyear ended March 31, 2025.
Financial summary & highlights
Audited Financial Results (Standalone) Audited Financial Results (Consolidated)
Sr.
No.
Particulars
Year EndedMarch 31, 2025
Year EndedMarch 31, 2024
Year EndedMarch 31,2024
1
Net Sales/Income from operations
84,034.75
86,049.86
1,00,277.27
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
(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
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)
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
i)
Dividend on equity shares
2,465 01
2.465 0'
ii)
Transfer to Business Progressive fund
10
Dividend (in H) per ordinary share
2 00
11
Paid up Equity capital
6,162.52
12
Reserves except revaluation reserve
16,372.38
15,872.38
In FY2025, we delivered a resilient performance, underpinnedby strategic initiatives and volume growth driven by productinnovation and design excellence, that further cemented ourmarket position. The Company achieved operating revenues of? 1,00,27727 lakhs as against ? 86,049.86 lakhs, registering agrowth of 16.53% y-o-y, backed by EBITDA of ? 19,060.27 lakhsand EBITDA margin of 19.01% in FY 2025.
The Company reported a profit after tax of ? 14,919.10 lakhsin FY2025 as against ? 15,407.57 lakhs in FY2024, a decline of3.17%. Net Profit Margin stood at 14.18% in FY2025 as comparedto 1717% in FY2024. A significant contributor to this changewas 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 intangibleassets resulting from the acguisition of Kraus.
India is the world’s second-largest producer of textiles andgarments. India’s cotton, silkand denim are highly popular inother countries, and Indian apparel too has found successacross fashion centres around the world. The Indian textileand apparel industry is highly diversified with a wide rangeof segments ranging from products of traditional handloom,handicrafts, wool and silk products to the organized textileindustry in India. It is also the sixth-largest exporter of textilesspanning apparel, home and technical products. India has a4.6% share of the global trade in textiles and apparel. Witha rich history of craftsmanship, Indian textiles and apparel
are highly sought after worldwide. The textiles and apparelindustry contributes 2.3% to the country’s GDP, 13% toindustrial production and 12% to exports.
Consumer preference and regional diversity have changedthe apparel market of India, together with some key emergingtrends for sustainability, athleisure and the influence of digitalplatforms. Heightened environmental sensitivity is promotingincreased demand for sustainable fashion. A trend can beseen in which people prefer eco-friendly materials and ethicalproduction methods. Online shopping has increased manifold,whereby a wide choice of domestic and international brandsis easily availed and it becomes even more striking in Tier-IIand III cities, where the e-commerce boom has democratisedaccess to fashion. The athleisure segment is another areawitnessing rapid growth, consolidating functionality withstyle to cater to India’s young, fitness-conscious population.Moreover, performance-oriented clothing at reasonable priceshas supported the segment’s growth. E-commerce platformsfurther enhance accessibility, contributing to the expansion ofthis category across urban and rural areas.
In FY 2024-25, India’s economy showcased remarkableresilience, driven by robust macroeconomic fundamentals,proactive policy measures and sustained government capitalexpenditure. Despite global challenges, including geopoliticaltensions and geoeconomic fragmentation, India’s growthnarrative 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) growthaccelerated to 7.6%, driven by robust rural demand, despitemoderation in urban consumption. PFCE’s share in real GDP
rose to 56.7%. Strong agricultural performance boostedrural demand, evident from increased sales of two-wheelers,motorcycles, tractors and FMCG volume growth in ruralareas. Conversely, urban demand, which previously led post¬pandemic consumption, showed signs of slowing. Governmentfinal consumption expenditure (GFCE) registered a modestgrowth of 3.8%.
India is set to remain the fastest-growing major economyin FY 2026, driven by strengthening private consumption,robust financials and sustained government spending. Keypositives include easing supply chain pressures, softeningcommodity prices and expected higher agricultural output.Despite potential headwinds from global trade tensions andprotectionism, India’s strategic trade agreements and ongoingnegotiations could support trade growth. The economicoutlook for FY 2026 remains promising, with recoveringconsumption, robust bank and corporate balance sheets, andresilient services growth. Flowever risks include global tradeuncertainty geopolitical tensions and financial market volatility
During the year under review no amount has been transferedto reserve.
There is no change in share capital during the financial year2024-25.
Your Board of Directors had in their meeting held on May 12,2025 declared 1st interim dividend 2024-25 of? 2/- (20%) pereguity share absorbing a sum of ? 1,232.50 lakhs. The recorddate for the purpose of payment of interim dividend was May16, 2025 and the said interim dividend was paid in May 2025.
Your Board has decided not to recommend final dividend for thefinancial year ended March 31, 2025.
Your Company has formulated Dividend Distribution policyin terms of Regulation 43A of SEBI (Listing Obligations andDisclosure Reguirements) Regulations, 2015.
The Annual dividend generally consists of a few interimdividend and a final dividend at the year end. The Board ofDirectors seeks to balance members need of returns andCompany’s reguirement of long term growth. After meetinginternal cash balance towards any strategic investments,the Company will endeavour to return the rest of the freecash generated to shareholders through regular dividend.
The said policy as approved by your Board of Directors hasbeen uploaded on the website of the Company. The dividenddistribution policy is available on https://www.kewalkiran.com/investnrs.php#Pnlides.
Credit rating
CRISIL, India’s leading ratings, research, risk and policy advisoryCompany has assigned 'AA- / Stable’ for the banking facilitiesof the Company. This will further ensure superior credit termsfrom the financial market and banks.
Investor education and protection fund (IEPF)Unclaimed Dividend
Pursuant to the provisions of Section 124(5) of the CompaniesAct, 2013, if the dividend transferred to the Unpaid DividendAccount of the Company remains unpaid or unclaimed fora period of seven years from the date of such transfer thensuch unclaimed or unpaid dividend shall be transferred bytheCompany along with interest accrued, if any to the InvestorEducation and Protection Fund ('the IEPF’), a fund establishedunder sub-section (1) of section 125 ofthe Act.
The Company had during the financial year, accordingly,transferred to IEPF, the unpaid and unclaimed dividend amountspertaining to Final Dividend 2016-17 of ? 3,056/-, 1st InterimDividend 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 fromthe company subsequent to which the outstanding amounts standing to the credit of the respective dividend account will betransferred to the IEPF.
Financial year
Date of allotment/declaration
UnclaimedDividend (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
There have been no material changes and commitments,which affect the financial position of your company which haveoccurred between the end of the financial year to which thefinancial statements relate and the date of this Report. There isno change in the nature of business of your Company.
White Knitwears Private Limited is a joint venture of yourCompany. Kewal Kiran Developers Limited (formerly known asKewal Kiran Design Studio Limited) is a wholly owned subsidiaryof your Company.
Kraus Casuals Private Limited became a subsidiary of yourcompany w.e.f. 18th July 2024.
Kewal Kiran Lifestyle Limited was a wholly owned subsidiaryof your company which was striked off from the registrar ofcompanies on March 25, 2025.
The financial statements of your Company, consolidatedfinancial statements along with relevant documents andseparate audited accounts in respect of joint venture andthe subsidiary, are available on the website of your Companywww.kewalkiran.com
Your Company has prepared the consolidated financialstatement in accordance with the applicable AccountingStandards. The audited consolidated financial statementstogether with the Auditor’s Report form part of theAnnual Report.
Pursuant to Section 129(3) ofthe Companies Act, 2013 astatement containing the salient features ofthe financialstatements ofthe joint venture and the subsidiary is attachedto the Financial Statements in Form AOC-1.
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 Statementsfor the year ended March 31, 2025 forms a part of thisAnnual Report.
In conformity with the provisions of Regulation 34 (2)(f) ofthe SEBI (Listing Obligations and Disclosure Reguirements)Regulations, 2015, the Business Responsibility andSustainability Report forms a part of this annual report.
The web-addresses ofthe Company and IEPF Authority, wherethe details of unpaid and unclaimed amounts lying with theCompany 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 afterthe expiry ofthe period of seven years as per provisions ofthe Companies Act, 2013, shall be entitled to apply to the IEPFauthority for payment of money claimed.
Mandatory Transfer of Shares to Demat Account ofInvestors Education and Protection Fund Authority (IEPFA)in case of unpaid/ unclaimed dividend on shares for aconsecutive period of seven years
In terms of Section 124(6) ofthe Companies Act, 2013 readwith Rule 6 ofthe Investor Education and Protection FundAuthority (Accounting, Audit, Transfer and Refund) Rules, 2016,(as amended from time to time) (IEPF Rules) shares on whichdividend has not been paid or claimed by a shareholder for aperiod of seven consecutive years or more are to be creditedto the Demat Account of Investor Education and ProtectionFund Authority (IEPFA) within a period of thirty days of suchshares becoming due to be so transferred. Upon transfer of
such shares, all benefits (like bonus, etc.), if any, accruing onsuch shares shall also be credited to such Demat Account andthe voting rights on such shares shall remain frozen till therightful owner claims the shares. Shares which are transferredto the Demat Account of lEPFAcan be claimed backbytheshareholders from IEPFA by following the procedure prescribedunder the aforesaid rules. The Company sends out individualcommunication to the concerned Members whose shares areliable to be transferred to IEPFA on a continuous basis, to takeimmediate action in the matter. An aggregate of 2,655 sharesare transferred to the IEPFA till date out of which 620 shares aretransferred to the IEPFA during the financial year 2024-25.
The nodal officer appointed by your Company under theprovisions of IEPF is Mr. Abhijit Warange, President - Legal &Company Secretary and the web-address on which the saiddetails are available is https://www.kewalkiran.com/investors.php#IEPF%20Nodal%200fficer/%20List%20of%20shares%20due%20for%20transfer%20to%20IEPF
During the year Mr. Vivek K. Shiralkar was appointed as NonExecutive Independent Directorof yourCompany from August13, 2024.
Re-appointment of Director retiring Py rotation
In accordance with the provisions of the Companies Act, 2013and the Articles of Association of your Company, Mr. Vikas PJain (DIN: 00029901), Director of your Company would retireby rotation at the ensuing Annual General Meeting and beingeligible has offered himself for re-appointment.
Your Company has recognized the following persons as KeyManagerial Personnel (KMP) in accordance with the CompaniesAct, 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 KeyManagerial Personnels during the year.
Your Company has put in place a Code of Conduct effectiveJanuary 14, 2006, for its Board Membersand SeniorManagement Personnel. Declaration of compliance withthe Code of Conduct has been received from all the BoardMembers and Senior Management Personnel as stipulatedunder Regulation 26(3) of SEBI (Listing Obligations andDisclosure Reguirements) Regulations, 2015. A certificate tothis effect from the Chairman & Managing Director forms a partof this Report.
Your Company has put in place a Code of IndependentDirectors approved in the Board Meeting held on May 10,
2014, for its Independent Directors. Declaration of compliancewith the code has been received from all the IndependentDirectors of your Company as reguired under Section 134 (3)
(d) of Companies Act, 2013 and SEBI (Listing Obligations andDisclosure Reguirements) Regulations, 2015. A certificate tothis effect from the Chairman and Managing Director forms apart of this Report.
The Company has received declarations from all theIndependent Directors of the Company confirming that theymeet with the criteria of independence as prescribed underSubSection (6) of Section 149 of the Companies Act, 2013read with Rule 6(1) and (2) of theCompanys (Appointmentand Qualification of Directors) Rules, 2014 together withSEBI (Listing Obligations and Disclosure Reguirements)Regulations, 2015.
The Independent Directors have also confirmed that theyhave registered their names in the Independent DirectorsDatabank. Further, the Board members are satisfied withregard to integrity, expertise and experience (includingthe proficiency) of the Independent Directors of theCompany. The details of familiarisation programme forIndependent Directors are available on the Companyswebsite at https://www.kewalkiran.com/admin/uploads/categoryfiles/393Detailsoffamiliari7ation2024-25.pdf.
Your Directors state that no disclosure or reporting is requiredin respect of the following items as there were no transactionson these items during the year under review:
1. Issue of Equity Shares with differential rights as todividend, voting or otherwise.
2. Issue of shares (including Sweat Eguity Shares) toemployees of the Company under any scheme and ESOS.
3. Issue of shares pursuant to SEBI (Employees StockOptionscheme) Regulations and SEBI (Share Based EmployeeBenefit) Regulation, 2014.
4. Issue of shares on Preferential basis pursuant to Section62 of Companies Act, 2013 and SEBI (Listing Obligationsand Disclosure Reguirements) Regulations, 2015.
The details of the number and dates of meetings of the Boardof Directors held during the Financial Year 2024-25 forms partof the Corporate Governance Report.
The disclosure of composition of all Committees constituted byyour Board under the Act and the Listing Regulations and thechanges if any in the composition of such Committees duringthe year as well as the number and dates of the meetings ofthe Committee are given in the Corporate Governance report,which forms part of this Annual Report.
Pursuant to the requirement under Section 134(3)(c) read withSection 134(5) of the Companies Act, 2013 with respect toDirector’s Responsibility Statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts for the financialyear ended March 31, 2025, the applicable accountingstandards had been followed along with properexplanation relating to material departures;
(b) the Directors have selected such accounting policiesand applied them consistently and made judgments andestimates that are reasonable and prudent so as to givetrue and fair view of the state of affairs of the Company atthe end of the financial year and of the profit and loss ofthe Company for that period;
(c) the Directors had taken proper and sufficient care forthe maintenance of adeguate accounting records inaccordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
(d) the Directors had prepared the accounts for the financialyearended March 31, 2025 on a 'going concern’ basis;
(e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financialcontrols are adeguate and were operating effectively;
(f) the Directors had devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems were adeguate andoperating effectively.
Your Company has an Internal Control system, commensuratewith the size, scale and complexity of its operations. TheInternal Auditors monitor and evaluate the efficacy andadeguacy of the Internal Control System in the Company, itscompliance withoperating systems, accounting proceduresand policies at all the Company locations. Based on the reportof Internal Auditors, process owners undertake correctiveaction in their respective areas and thereby strengthenthe controls.
The Audit Committee of the Board of Directors actively reviewsthe adequacy and effectiveness of the Internal Control Systemand suggests improvements to strengthen the same.
The Audit Committee of the Board of Directors, StatutoryAuditors and the Business Heads are periodically apprised ofthe Internal Audit findings and corrective actions taken. Auditplays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions thereonare 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 regardsadequacy of the internal financial controls.
Details of internal financial controls and its adequacy areincluded in the Management Discussion and Analysis Report('MDAR’) which forms part of this Report.
Auditors
The Members of the Company in the 31st Annual GeneralMeeting held on September 6, 2022 had appointed M/s. Jain &Trivedi, Chartered Accountant, as the Statutory Auditors andM/s. N.A. Shah Associates LLP as the Joint Statutory Auditors ofthe Company for a period of five years i.e. to hold office from theconclusion of 31st Annual General Meeting till the conclusion ofthe 36th Annual General Meeting of the Company to be held inthe year 2027.
Audit report
There are no qualification or adverse remark in the Auditorsreport which require any explanation from the Boardof Directors.
The Auditors Report on financial statements forming partof this Annual Report is self-explanatory and do not call forany further comments. During the year under review, nofrauds were reported by the auditor under Section 143(12) ofCompanies Act, 2013.
Secretarial audit
Pursuant to the provisions of Section 204 of the CompaniesAct, 2013 read with rule 9 of Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, theCompany has appointed Mr. Ummedmal P. Jain, proprietor ofM/s U. P. Jain & Co (C.P. No. 2235) to undertake the SecretarialAudit of the Company for the financial year 2024-25. TheSecretarial Audit Report is included as Annexure - III and formsan integral part of this report.
There are no Oualification, Reservation or Adverse Remark inthe Secretarial Audit report which reguire any explanation fromthe Board of Directors.
Pursuanttothe Regulation 24AoftheSEBI Listing Regulationsand Section 204 of the Companies Act, 2013, the Board at itsmeeting held on May 12, 2025, based on recommendationof the Audit Committee, has approved the appointment ofMr. Ummedmal P. Jain, Peer reviewed Practising CompanySecretary (COP no. 2235) as Secretarial Auditor of theCompany for a term of five consecutive years commencingfrom FY 2025-26 till FY 2029-30, subject to approval of theMembers at the ensuing AGM.
Secretarial standards
Your Company has complied with all applicable SecretarialStandards issued by Institute of Company Secretaries of Indiaon Meetings of Board of Directors, General Meeting, Dividendand the Board’s Report.
Deposits
Your Company has not accepted any public deposits within themeaning of Section 73 and 74 of the Companies Act, 2013 readwith Companies (Acceptance of Deposit) Rules, 2014 duringFinancial Year 2024-25.
Particulars of loans, guarantees or investmentsunder section 186 of the companies act, 2013
Your Company has not given any loans or guarantee during thefinancial year 2024-25. The acguisitions of securities of anyother body corporate are within the limit specified u/s 186 ofthe Companies Act, 2013. The details of the same are given inthe notes to financial statements.
Conservation of energy, technology absorptionand foreign exchange earnings and outgo
The details of conservation of Energy, Technology Absorptionand Foreign Exchange Earnings and Outgo stipulated underSection 134(3)(m) of the Companies Act, 2013 read withRule 8 of the Companies (Accounts) Rules, 2014 is given asAnnexure - 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 withrelated parties referred to in sub-section (1) ofsection 188 of the companies act, 2013
The particulars of contracts or arrangements with relatedparties referred to in Section 188(1) of the Companies Act, 2013is given in Annexure - II.
There were no material related party transaction during theyear under review with Promoters, Directors or Key ManagerialPersonnel which may have potential conflict of interest withthe Company at large. The Company has developed a RelatedParty transactions framework through standard operatingprocedures for the purpose of identification and monitoring ofsuch transactions.
All Related Party Transactions are placed before the AuditCommittee. A statement of all Related Party Transactions isplaced before Audit Committee for its review on a quarterlybasis, specifying the nature, value and terms and conditionsof the transactions for approval. The policy on Related Partytransactions as approved by the Board of Directors has beenuploaded on the website of the Company. The web-link to theRelated Party Policy is https: //www.kewalkiran.co m/investo rs.php#Policies
Risk management
Your Company has a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in
(a) Overseeing and approving the Company’s enterprise widerisk management framework; and (b) Overseeing that all therisks that the organization faces such as strategic, financial,credit, market, liquidity, security, property, IT, legal, regulatory,reputational and other risks have been identified and assessedand there is an adequate risk management infrastructure inplace capable of addressing those risks.
The Committee has adopted a Risk Management Policy inaccordance with Companies Act, 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015which has been approved by Board of Directors.
Your Company manages, monitors and reports on the principalrisks and uncertainties that can impact its ability to achieve its
strategic objectives. Your Company’s management systems,organisational structures, processes, standards, code ofconduct and behaviours together governs the conduct of yourCompany’s business and managing associated risks.
Vigil mechanism / whistle blower policy
Fraud free and corruption free work culture has been coreof your Company. In view of the potential risk of fraud andcorruption due to rapid growth and geographic spread ofoperation, your Company has put an even greater emphasis toaddress this risk.
To meet this objective your Company has adopted a WhistleBlower Policy establishing Vigil Mechanism to provide aformal mechanism to the Directors and employees to reporttheir concern about unethical behavior, actual or suspectedfraud or violation of the Company’s Code of Conduct orethics policy. The Policy provides for adequate safeguardsagainst victimization of employee who avail of the mechanismand also provides for direct access to the Chairman of theAudit Committee.
It is affirmed that no personnel of the Company have beendenied access to the Audit Committee in the Financial Year2024-25.
The Policy on whistle blower/ vigil mechanism may be accessedon the Company website at https://www.kewalkiran.com/investors.php#Policies
Significant and material orders passed by theregulators or courts or tribunals
There are no significant and/or material orders passed by theRegulators or Courts or Tribunal which would impact the goingconcern 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 (ListingObligations and Disclosure Requirements) Regulations, 2015,your Board had approved the Nomination and RemunerationPolicy and Evaluation Policy as recommended by Nominationand Remuneration Committee, in the Board Meeting heldon October 10, 2014. The Nomination and RemunerationCommittee has incorporated the criteria for determiningqualifications, positive attribute and independence of Directorin the Nomination and Remuneration and Evaluation Policy interms of provision of Section 178(3) and Regulation 19 of SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015. Company’s policy on Directors’ appointment andremuneration and the criteria for determining qualifications,positive attributes and independence of a Director is given athttps://www.kewalkiran.com/investors.php#Policies.
The said policy envisages the criteria for selection andappointment of Board Members like determining qualification,positive attributes and independence of Director, etc. Italso lays down the framework in relation to remuneration ofDirectors, Key Managerial Personnel and Senior Managementof the Company. The detail of the remuneration policy of theCompany is given in the Corporate Governance Report, whichforms part of this Annual Report. The said policy also lays downthe criterion for payment of remuneration to Non-ExecutiveDirectors 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 itsperformance and as well as that of its Committee and individuaDirectors, including the Chairman of the Board.
The criteria for performance evaluation of the Board includeaspects like Board composition and structure effectivenessof Board processes, information and functioning, experience,competencies, etc. The exercise was carried out through astructured evaluation process covering various aspects ofthe Boards functioning such as composition of the Board andCommittees, experience and competencies, performanceof specific duties and obligations, governance issues etc.Separate exercise was carried out to evaluate the performanceof individual Directors including the Board Chairman who wasevaluated on parameters such as attendance, contributionat the meetings and otherwise, independent judgment,safeguarding of minority shareholders interest, etc.
The evaluation of the independent Directors was carried outby the entire Board and that of the Chairman and the Non¬Independent Directors were carried out by the independentDirectors. The Directors were satisfied with the evaluationresults, which reflected the overall engagement of the Boardand its Committees with the Company.
Remuneration of directors and employees
The information required under section 197(12) of theCompanies Act, 2013 read with rule 5(2) and 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules2014 and forming part of the Directors’ report for the year endedMarch 31, 2025 and the prescribed particulars of employeesrequired under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 are attachecas 'Annexure - IV’ and forms part of this report.
Save and except the relation between the Executive Directorsinter se (the executive directors are brothers) none of theemployees listed in the said annexure is a relative of anyDirector of the Company. None of the employees (save andexcept the Executive Directors) hold (by himself or alongwith his/her spouse and dependent children) more than twopercent of the equity shares of the Company.
Corporate social responsibility report
The Corporate Social Responsibility Committee hasformulated and recommended to the Board a CorporateSocial Responsibility Policy of the Company indicating theactivities to be undertaken by the Company which has beenapproved by the Board. The Corporate Social ResponsibilityPolicy may be accessed on the Company’s website at https://www.kewalkiran.com/investors.php#Policies. The Companyconsiders Corporate Social Responsibility spend in the areasof Healthcare, Education, Animal welfare and such other areasas the Board may deem fit from time to time so as to qualifyas a Corporate Social Responsibility spend pursuant to theCorporate Social Responsibility Policy of the Company and inaccordance with the provisions of the Companies Act 2013 andthe rules made there under.
The report on Corporate Social Responsibility initiatives asrequired under Companies (Corporate Social ResponsibilityPolicy) Rules, 2014 is given as Annexure - V.
Extract of annual return
Pursuant to amendment to Section 92 of the Act read withthe Rule 12 of Companies (Management and Administration)Rules, 2014, your Company is not required to provide extractof Annual Return (Form MGT-9) as part of the Board’s Report.Annual Return as at March 31, 2025 is available on website ofthe Company www.kewalkiran.com.
Environment and safety
Your Company is conscious of the importance ofenvironmentally 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 withenvironmental regulations and preservation of naturalresources. The Company provides a safe and healthyworkplace focussing on creating right safety culture across theorganisation and aims to achieve ultimate goal of zero injuriesto all its employees and all stakeholders associated with theCompany’s operations.
Maintenance of cost record
Your Company is not required to maintain cost record asspecified by the Central Government under section 148(1) ofthe 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 givenseparately under the head Management Discussion andAnalysis Report as stipulated under Regulation 34(2)(e) of SEBI(Listing Obligations and Disclosure Requirements) Regulations2015 and forms a part of this Annual Report.
Corporate governance
Your Company is committed to maintain the highest standardsof Corporate Governance and adhere to the CorporateGovernance requirements set out by SEBI. Your Companyhas also implemented several best Corporate Governancepractices as prevalent globally.
The report on Corporate Governance as stipulated under SEBI(Listing Obligations and Disclosure Requirements) Regulations2015 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 ofconditions of Corporate Governance as stipulated under SEBI(Listing Obligations and Disclosure Requirements) Regulations2015 forms a part of this report.
Disclosures pertaining to the sexual harassmentof women at the workplace (prevention,prohibition and redressal) act, 2013
The Company has in place a Policy for prevention of sexualharassment at the workplace in line with the requirementsof the Sexual Harassment of Women at the Workplace(Prevention, Prohibition & Redressal) Act, 2013. InternalComplaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. Allemployees (permanent, contractual, temporary, trainees) arecovered under this policy.
The following is a summary of sexual harassment complaintsreceived and disposed of during the year:
(a) Number of complaints of sexual harassment received inthe 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 proceedingpending under the insolvency and bankruptcycode, 2016 (31 of 2016) during the yearalongwith their status as at the end of thefinancial year.
There are no application made or pending against the Companyunder the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
Details of difference between amount ofthe valuation done at the time of one timesettlement and the valuation done while takingloan from the banks or financial institutionsalong with the reasons thereof.
There were no instances of one-time settlement with any bankor financial institution.
Compliance of maternity benefit act, 1961
The Company has complied all the provisions of MaternityBenefit Act, 1961
Acknowledgements
Your Board would like to place on record its sincere appreciationfor the wholehearted support and contribution made by itscustomers, its shareholders and all its employees across thecountry, as well as the various Government Departments,
Banks, Distributors, Suppliers and other business associatestowards the conduct of efficient and effective operations ofyour Company.
For and on behalf of the BoardKewalchand P. Jain
Place: Mumbai Chairman & Managing Director
Dated: August 7, 2025 DIN: 00029730