2. INDUSTRY OVERVIEW AND COMPANY'S PERFORMANCE:

The electrical equipment and power infrastructure industry in India continued to witness strong growth during 2025-26, supported by increasing investments in transmission and distribution networks, renewable energy integration, electrification initiatives, expanding industrial activity, electric vehicle adoption, and the growing requirement for data centre infrastructure. The overall demand for power and distribution transformers remained robust, driven by grid modernisation programmes, renewable energy projects and capacity augmentation across utilities and industrial sectors. Industry estimates indicate a significant increase in transformer manufacturing capacity over the coming years to meet the rising demand arising from energy transition, high-voltage transmission projects, AI-led data centre growth and global grid upgradation initiatives.

The specialised magnet winding wire segment, which serves critical applications such as power transformers, HVDC transformers, reactors, electric motors, traction systems and renewable energy

equipment, continues to benefit from high entry barriers, stringent qualification requirements and long-standing customer relationships. The increasing focus on grid reliability, clean energy and electrification is expected to sustain demand for quality engineered conductors and winding solutions.

With this industry environment, your Company had delivered an outstanding performance during 202526. The Company strengthened its position as one of India's leading manufacturers and exporters of specialised magnet winding wires, serving more than 120 domestic and global OEM customers across power, renewable energy, industrial, railway, electric vehicle and other end-use sectors. The Company also maintained its leadership in exports, supplying products to over 24 countries.

Revenue from operations grew by 61.1% to '31,069.71 Million in 2025-26 as compared to '19,282.93 Million in the previous year. EBITDA increased by 55.5% to '1,905 Million, while Profit After Tax rose by 61.98% to '1,101.26 Million. Sales volume increased to 28,168 MT from 23,324 MT in 2024-25, reflecting healthy demand across

domestic and export markets. EBITDA per ton improved significantly to '67,625, demonstrating the Company's focus on value-added products and operational efficiencies.

The Company's specialised magnet winding wire segment continued to be its primary growth driver, contributing approximately 75% of total revenue. During the year, KSH benefited from increased demand from transformer manufacturers, expansion of export business, addition of new OEM customers and growing acceptance of its specialised products. The Company also strengthened its strategic position in the high-voltage transformer segment, including HVDC transformer applications, where it remains the only Indian supplier with approved products.

During the year, your Company continued to execute its capacity expansion programme. Installed annual

3. DIVIDEND:

To retain the profits for future growth of the Company, your directors do not recommend any dividend for the year ended March 31,2026.

Dividend Distribution Policy

This policy has been framed and adopted in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The policy, inter alia, lays down various parameters relating to declaration/recommendation of dividend. The Dividend Distribution Policy of the Company was adopted by the Board at its meeting held on February 10, 2025, and there has been no change to the policy during 2025-26. The policy is placed on the Company's website at https:// kshinternational.com/investor-relations-documents/ Dividend-Distribution-Policy.pdf

Transfer to reserves

For the financial year 2025-26, your Company has not transferred any amount to General Reserve. An amount of ' 1,101.26 Million for 2025-26 has been proposed to be retained as surplus in the Profit and Loss Account.

capacity increased to 43,445 MT as on March 31, 2026, and, based on approved expansion plans and progress subsequent to the IPO, the Company expects to reach 59,045 MT by March 2027. The expansion is expected to support future growth opportunities arising from the strong industry demand outlook. The Company also improved its balance sheet position, reducing its debt-equity ratio to 0.39 from 1.21 in the previous year, while maintaining healthy returns with ROE of 19.9% and ROCE of 16.2%.

We believe that your Company is well positioned to capitalise on emerging opportunities in the power, renewable energy, industrial and electrification sectors through its technological capabilities, customer relationships, expanding manufacturing footprint and continued focus on high-value-added products.

4. FINANCIAL STATEMENTS:

Pursuant to Regulation 33 of the Listing Regulations and Section 129 of the Companies Act, 2013 read with the rules made thereunder ("Act"), the financial statements of the Company for the financial year 2025-26 have been prepared in accordance with the Indian Accounting Standards ("Ind-AS") as prescribed under section 133 of Act, other relevant provisions of the Act as notified under the Companies (Indian Accounting Standards) Rules, 2015, (including subsequent amendments) and other accounting principles generally accepted in India.

The audited financial statements of the Company have been approved by the Board of Directors and form part of this Annual Report.

The Company did not have any subsidiary, associate or joint venture as on March 31,2026.

5. CHANGES IN SHARE CAPITAL:

The paid-up equity share capital of the Company as on March 31,2026, was ' 338.78 Million.

The Equity Shares in the IPO were offered at a price of ' 384 per share. Following the closure of IPO, the equity shares of the Company were listed on December 23, 2025, at BSE Limited and National Stock Exchange of India Limited. The Board places on record its appreciation to all stakeholders, advisors and regulatory authorities involved in the successful completion of the IPO and listing process.

Consequently, the issued, subscribed and paid-up share capital of the Company was at ' 338.78 Million comprising 6,77,55,700 equity shares of face value of ' 5 each as on March 31,2026, as against ' 284.09 Million comprising 5,68,18,200 equity shares of face value of ' 5 each as on March 31,2025.

1,67,82,501 equity shares were expected for allotment as disclosed in the Prospectus of the Company dated December 18, 2025. However, 4,71,198 equity shares were rejected by the exchanges owing to technical reasons before allotment and the total equity shares issued in IPO were stood at 1,63,11,303, comprising fresh issue of 1,09,37,500 equity shares and 53,73,803 equity shares under offer for sale by the Promoters. Note No. 11, 35 and 50 of the Audited Financial Statements forming part of this Annual Report be read accordingly.

The Company has only one class of equity shares.

The unutilised IPO proceeds of ' 701.08 Million as on March 31, 2026, were kept in fixed deposits and balances with the designated bank accounts pending utilisation in accordance with the objects stated in the Prospectus dated December 18, 2025.

5.3. Employee Stock Option Scheme:

During the year under review, the Company implemented the KSH Employee Stock Option Scheme 2025 ("KSH ESOP Scheme 2025"), approved by the Board and the shareholders on May 06, 2025. The Company granted 1,07,413 employee stock options during 2025-26, prior to its IPO, as a loyalty grant to certain employees and recognised share-based payment expense of ' 18.10 Million in the audited financial statements. The initial grant under the KSH ESOP Scheme 2025 was made on May 09, 2025.

The KSH ESOP Scheme 2025 is compliant with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time and as applicable ("SEBI SBEB Regulations"), and there was no material change in the KSH ESOP

Scheme 2025 during 2025-26. The KSH ESOP Scheme 2025 has also been ratified by the Members of the Company on July 05, 2026, through Postal Ballot.

The certificate from the Secretarial Auditor of the Company confirming that the KSH ESOP Scheme 2025 has been implemented in accordance with the SEBI SBEB Regulations along with the resolution passed by the Members, would be available for inspection by the Members during the forthcoming AGM of the Company.

The disclosures required under the Act and SEBI SBEB Regulations, are available on Company's website at https://kshinternational.com/investor-relations/annual-reports/. The details also included in the Note No. 37 of the notes to accounts of the Financial Statements of the Company and form part of this Annual Report.

The disclosures in compliance with Regulation 14 of the SEBI SBEB Regulations in relation to the KSH ESOP Scheme 2025 are set out in Annexure I to this Report.

Brief profile of the directors:

I. Mr. Kushal Subbayya Hegde (DIN: 00135070) is the Chairman and Executive Director of our Company. He is currently involved in strategy formulation and management functions in our Company. He holds a bachelor's degree in arts from Bombay University and is one of the founders of our Company. He has been associated with our Company since incorporation and has served as the president of Bunts Sangha and Kannada Sangha, district governor of Lions club and chairman of the Kaveri group. He has over 45 years of experience in the field of strategy and management.

II. Mr. Rajesh Kushal Hegde (DIN: 00114193) is the Managing Director of your Company. He is currently involved in strategy formulation and management functions in our Company. He holds a bachelor's degree of science in mechanical engineering from the Michigan Technological University, USA and a master's degree in manufacturing systems engineering from Oklahoma State University, USA. He has been associated with our Company since 1996 and has over 28 years of experience in the field of strategy and management.

III. Mr. Rohit Kushal Hegde (DIN: 00134926) is the Non-Executive Director of your Company. He holds a bachelor's degree in commerce from Symbiosis College of Arts and Commerce, a master's degree in business administration from Sheffield Hallam University, England, and an executive master in change from INSEAD. He has been associated with our Company since 2000 and has over 24 years of experience in the field of strategy and management.

IV. Ms. Rakhi Shetty (DIN: 03124510) is the Whole-time Director of our Company. She is currently involved in corporate social responsibility initiatives and management functions in our Company. She holds a bachelor's degree in arts, with major in psychology from University of California, USA and a master's degree in science from the University of South Florida, USA. She is also the president of the National Council of Women in India and the Poona Women's Council. She has been associated with our Company since 2006 and has over 18 years of experience in the field of corporate social responsibility and management.

V. Mr. Dinesh Hirachand Munot (DIN:

00049801) is an Independent Director of your Company. He holds a bachelor's degree in engineering (electrical) from Shri Govindram Seksaria Institute of Technology and Science, Indore. He is also associated with ZF Steering Gear (India) Limited as the chairman and whole-time director. He was the president of the Automotive Components Manufacturers Association of India and has been bestowed with the 'Lifetime Achievement Award' from Nagar Road Industries Chamber of Commerce & Agriculture, Pune, in the year 2008.

VI. Mr. Ajay Shriram Patil (DIN: 01217000) is an Independent Director of your Company. He holds a bachelor's degree in commerce from Nagpur University and has cleared the final examination conducted by the Institute of Cost Accountants of India. He was previously associated with Cummins India Limited, MAHLE Filter Systems India Private Limited, Honeywell International India Pvt. Ltd. and Eaton Corporation.

of Sections 2(51) and 203 of the Act, as on the date of this Report:

i. Mr. Rajesh Kushal Hegde, Managing Director;

ii. Mr. Rohit Kushal Hegde, Joint Managing Director, (till December 31,2025);

iii. Mr. Sandesh Bhagwat, Chief Executive Officer, (till March 31,2026);

iv. Mr. Hukumchand Lakhotiya, Chief Executive Officer (effective April 02, 2026);

v. Mr. Ganesh Prasad, Technical Director;

vi. Mr. Amod Joshi, Chief Financial Officer;

vii. Mr. Sarthak Malvadkar, Company Secretary & Compliance Officer (till March 31,2026); and

viii. Mr. Nakul Shivaji Patil, Company Secretary & Compliance Officer (Effective April 01,2026).

7.5. Board of Directors and its Committees

During the financial year under review, the Board met Fifteen times. A detailed update on the Board, its composition and attendance of the Directors at each meeting is provided in the Corporate Governance report, forming part of this Annual Report.

The Board has constituted seven Committees, viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders' Relationship Committee, Risk Management Committee, Strategy Committee (a non-statutory committee) and IPO Committee (a non-statutory committee). All recommendations made during the year under review, by the Committees including the Audit Committee were accepted by the Board.

A detailed charter including terms of reference of various Board constituted committees, number of Committee meetings held during the financial year 2025-26 and attendance of members at each such meeting, also forms part of the Corporate Governance report.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under clause (c) of sub-section (3) of Section 134 of the Act, the directors of your Company, to the best of their knowledge and belief, state that:

a. i n the preparation of the annual accounts for the year ended March 31,2026, the applicable

accounting standards had been followed along with no 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

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

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

9. DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149(7) of the Act and Regulation 16(1)(b) of the Listing Regulations, the Independent Directors of the Company have submitted their declarations confirming compliance with the criteria of independence as stipulated thereunder.

All Independent Directors of the Company have affirmed compliance with the Company's Code of Conduct for Directors and Senior Management Personnel for the financial year 2025-26.

The Board took on record declarations and confirmations submitted by the Independent Directors regarding their fulfilment of the prescribed criteria of independence as required under Regulation 25 of the Listing Regulations.

In terms of the amended Rules, an independent director is required to apply online to the Indian Institute of Corporate Affairs ("IICA") for inclusion of his/her name in the data bank for such period till he/she continues to hold office of an independent director in any company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by IICA. Independent Directors of the Company are either exempt from the requirement to undertake online proficiency self-assessment test (except one) or have successfully qualified the same.

Opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent Directors:

The Board is of the opinion that the Independent Directors of the Company are professionally qualified and well experienced in their respective domains and meet the criteria regarding integrity, expertise, experience and proficiency. Their qualifications and experience in varied fields help in strengthening the Company's systems and processes to align the same with good industry practices and beliefs of corporate governance.

10. DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178 OF THE ACT:

In terms of Section 178 of the Act, the Nomination and Remuneration Policy ("NR Policy"), covers Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The NR Policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

Details of the Company's policy on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as stipulated under Section 178(3) of the Act, forms part of the Corporate Governance report.

The NR Policy is placed on Company's website at https://kshinternational.com/investor-relations-documents/Nomination-and-Remunertion-Policy. pdf

11. PERFORMANCE EVALUATION:

In compliance with the provisions of Section 178 of the Act, the NR Policy, inter alia, specifies that the Board will conduct annual evaluation of its own performance, its Committees and the Directors individually. Performance evaluation of Directors

shall be done by the entire Board (excluding the director being evaluated). The Nomination and Remuneration Committee is responsible for implementation of the methodology followed by the Company, in this regard.

Performance of the Board is evaluated based on inputs from all the directors on a structured questionnaire covering various aspects such as criteria of Board composition and structure, effectiveness of Board processes, information and functioning, orientation towards corporate governance and its contribution in effective management of the Company. Assessment and observations on the performance of the Board are discussed and key action areas for the Board, Committees and Directors are noted for implementation.

The performance evaluation process for 2025-26 was initiated by the NR Committee on March 27, 2026, and reviewed by the Board at its meeting held on May 25, 2026. Detailed information and other details on annual performance assessment are given in the Corporate Governance report.

12. SECRETARIAL STANDARDS:

The Company is compliant with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2).

13. INFORMATION ON BOARD MEETING PROCEDURE AND ATTENDANCE DURING THE FINANCIAL YEAR 2025-26:

Board meetings of the Company are conducted as per the provisions of the Act, the Listing Regulations and Secretarial Standard-1. Based on the dates of meetings decided by the Board, adequate notice is given to all directors and Committee members. The agenda with detailed notes thereon is sent at least seven days before the respective meeting. If any board meeting is to be held on a shorter notice, attendance of at least one independent director is ensured. The notes to agenda contain relevant information and supporting documents along with recommendation from the management, for meaningful deliberation and/or decision on the agenda items.

A gist of Board and Committee meetings held during the year along with attendance record of each Director forms part of the Corporate Governance report.

14. AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in terms of Section 177 of the Act and Regulation 18 of the Listing Regulations. As on March 31,2026, the Committee comprised the following Directors as its members:

i. Mr. Ajay Shriram Patil, Independent Director and Chairperson;

ii. Ms. Indu Jacob, Independent Director; and

iii. Mr. Rajesh Kushal Hegde, Managing Director.

All the Committee members are financially literate as required under Regulation 18(1 )(c) of the Listing Regulations. The Committee invites the Chief Executive Officer and Chief Financial Officer to attend the meetings of the Committee. The Statutory Auditors and Internal Auditors are also invited for specific agenda matters.

During the year under review, there was no change in the composition of the Audit Committee.

15. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee ("NRC") of the Company is constituted in compliance with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations. As on March 31, 2026, the Committee comprised the following Directors as its members:

i. Mr. Dinesh Hirachand Munot, Independent Director and Chairperson;

ii. Mr. Ram Kumar Tiwari, Independent Director; and

iii. Mr. Ajay Shriram Patil, Independent Director.

All the Committee members are Non-executive Independent Directors. The Committee invites the Managing Director to attend meetings of the NRC.

During the year under review, there was no change in the composition of the NRC.

16. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility ("CSR") Committee is constituted in compliance with Section 135 of the Act. As on March 31,2026, the Committee comprised the following Directors as its members:

i. Ms. Rakhi Shetty, Whole-time Director and Chairperson;

ii. Ms. Indu Jacob, Independent Director; and

iii. Mr. Rohit Kushal Hegde, Non-Executive Director.

During the year under review, there was no change in the composition of the CSR Committee.

17. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee ("SRC") is constituted in compliance with the provisions of Section 178(5) of the Act and Regulation 20 of the Listing Regulations. As on March 31, 2026, the Committee comprised the following Directors as its members:

i. Mr. Ram Kumar Tiwari, Independent Director and Chairperson;

ii. Mr. Dinesh Hirachand Munot, Independent Director; and

iii. Mr. Rajesh Kushal Hegde, Managing Director.

During the year under review, there was no change in the composition of the SRC.

During 2025-26, Mr. Sarthak Arun Malvadkar, Company Secretary and Compliance Officer, acted as the Secretary to the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee and the Stakeholders' Relationship Committee. Mr. Nakul Shivaji Patil, Company Secretary, Compliance Officer and Head - Secretarial & Legal, acts as the Secretary to the said Committees with effect from April 01 , 2026.

18. RISK MANAGEMENT COMMITTEE:

The Risk Management Committee ("RMC") is constituted in compliance with Regulation 21 of the Listing Regulations. As on March 31, 2026, the Committee comprised the following Directors as its members:

i. Ms. Indu Jacob, Independent Director and Chairperson;

ii. Mr. Ajay Shriram Patil, Independent Director;

iii. Mr. Ram Kumar Tiwari, Independent Director; and

iv. Mr. Rajesh Kushal Hegde, Managing Director.

During the year under review, there was no change in the composition of the RMC.

The Risk Management Policy ("Policy") lays down a procedure for risk management and mitigation commensurate with the scale and nature of the Company's business. The Policy also identifies the risk categories in line with the Company's growth strategy, continually changing business environment and legislative requirements. As per the terms of reference of RMC, it is entrusted with the responsibility to periodically review the risk management process.

The principal risks monitored by the Company include volatility in copper and aluminium prices, foreign exchange exposure, customer and supplier concentration, credit and liquidity risk, operational disruption, quality and regulatory compliance risks, export-market risks and execution risks relating to its capacity. The Company mitigates these risks and has deployed identified methods and procedures to keep those risks under tolerance levels.

The Policy of the Company is placed on the Company's website at https://kshinternational.com/ investor-relations-documents/Risk-Management-Policy.pdf

19. STRATEGY COMMITTEE:

The Strategy Committee ("STC") is a non-statutory Committee, constituted to formulate various strategies for the Company. As on March 31, 2026, the Committee comprised the following Directors as its members:

i. Mr. Ram Kumar Tiwari, Independent Director and Chairperson;

ii. Mr. Ajay Shriram Patil, Independent Director;

iii. Mr. Dinesh Munot, Independent Director; and

iv. Mr. Rajesh Kushal Hegde, Managing Director.

During the year under review, there was no change in the composition of the STC.

21. INTERNAL FINANCIAL CONTROLS:

In terms of Section 134(5)(e) of the Act, Internal Financial Control means the policies and procedures adopted by a company for ensuring orderly and efficient conduct of its business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Company has adequate Internal Financial Control systems in the form of policies and procedures. It follows a structured mechanism of function-specific reviews and risk reporting by senior management of the Company and matters of significance are brought to the attention of the Audit Committee and the Board. Further, internal Standard Operating Procedures ("SOPs") and Schedule of Authority ("SOA") are well defined and documented to provide clear guidance to ensure that all financial transactions are authorised, recorded and reported correctly.

In order to record day-to-day financial transactions and ensure accuracy in reporting thereof, the Company uses an established Enterprise Resource Planning ("ERP") system, which is equipped with 'maker and checker' mechanism and has an audit trail of all transactions. Adequate controls and checks are built in the ERP system to integrate the underlying books of accounts and prevent any kind of control failure. Mapping of policies and procedures including SOPs and SOA is done through the ERP system and audit of these processes forms part of the work scope of Statutory Auditors of the Company.

The management evaluates the corporate functions, emphasising on systems, processes, procedures, guidelines and controls as also statutory compliances, adherence to policies/SOPs, and internal guidelines issued by it. Implementation of the evaluation outcomes are monitored by the Chief Financial Officer.

Report on audit findings and corrective measures taken by the respective process owners, is reviewed periodically by the senior management team of the Company. Significant observations and status of implementation of recommendations of the Internal Auditors are presented to the Audit Committee. The Committee reviews the report and advises on improving the systems and processes, where necessary.

The Company's internal control mechanism is commensurate with the scale of its operations thereby ensuring compliance with the Act and the Listing Regulations.

22. CORPORATE GOVERNANCE:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the statutory auditors towards compliance with the provisions of Corporate Governance, forms an integral part of this Annual Report.

The Managing Director and the Chief Financial Officer have furnished the requisite certification to the Board in respect of the financial statements and other matters, as required under Regulation 17(8) read with Part B of Schedule II to the Listing Regulations.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Management Discussion and Analysis as stipulated under the Listing Regulations and any other applicable laws for the time being in force for the financial year 2025-26 forms an integral part of this Annual Report.

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In terms of Regulation 34(2) of the Listing Regulations and based on the Company's market capitalisation ranking and applicable provisions, mandatory Business Responsibility and Sustainability Report ("BRSR") is expected to apply from 2026-27. The

The PIT Code is placed on the Company's website at https://kshinternational.com/investor-relations-documents/Code-of-conduct-for-prohibition-of-insider-trading.pdf.

During the year under review, one instance of violation of the PIT Code by one of the employees of the Company was observed. The Employee was issued a warning letter to that effect, and an apology letter and undertaking was obtained from the employee to adhere to PIT Code going forward. Subsequently, it was placed before the Audit Committee, and accordingly, the instance was informed to the Stock Exchanges.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

In terms of Section 135 of the Act read with Schedule VII to the Act and Company's CSR Policy, the Company undertakes CSR projects and programmes, some through Implementation Agencies and some are undertaken directly. The CSR projects and programmes undertaken are recommended by the CSR Committee and approved by the Board.

Expenditure towards CSR activities

As per the requirements under the Act, the Company earmarked an amount of ' 11.69 Million (excess by ' 0.008 Million, as a rounding off measure) towards CSR activities for the financial year 202526, based on the average net profit, computed in terms of Section 198 of the Act, by considering the immediately preceding three financial years. The Board of Directors approved the CSR projects/ programmes to be undertaken during the financial year 2025-26, all of which were in accordance with Schedule VII to the Act and the CSR Policy of the Company:

The total amount spent by the Company, during the financial year 2025-26 towards approved CSR projects and programmes was ' 11.69 Million towards CSR in terms of Section 135 of the Act.

In terms of Section 135 of the Act read with Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2015, the Chief Financial Officer of the Company has provided requisite certificate that the funds disbursed by the Company during the financial year 2025-26 have been utilised for the respective purposes and in the manner as approved by the Board.

Salient features of the CSR Policy are available on the Company's website at https://kshinternational. com/. The Annual Report on CSR activities is attached as Annexure III to this Report.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

During the year under review, no instances of fraud have been reported under Section 143(12) of the Act.

29. AUDITORS:

Statutory Auditors

Based on the recommendation of the Board, the Members of the Company at their Forty Fifth AGM held on September 30, 2024 had approved appointment of M/s. Kirtane & Pandit LLP (ICAI Registration No. 105215W/W100057 and Peer review number: 014680) as the Statutory Auditors of the Company for a term of five consecutive years. This appointment is valid from the conclusion of the Forty Fifth AGM till the conclusion of the Fiftieth AGM of the Company.

The Statutory Auditors of the Company have issued unmodified opinion on the financial statements, for the financial year ended March 31,2026.

The Auditor's Report for the financial year ended March 31, 2026, on the financial statements of the Company forms part of this Annual Report.

Cost Auditor

As per the provisions of Section 148 of the Act and Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records with respect to the manufacturing activities, viz. manufacture of magnet winding wires, for audit purpose.

The Company has maintained the cost records as specified by the Central Government under Section 148(1) of the Act, to the extent applicable.

Based on the recommendation of the Audit Committee, the Board appointed M/s. Joshi Apte & Associates, Cost Accountants (FRN: 000240) and Peer Review Registration no. 004/2024-25 as Cost Auditor of the Company for the financial year 202627. The remuneration proposed is ' 2,35,000/-including fees for XBRL conversion and is subject to ratification by the shareholders at the ensuing AGM. The said remuneration is excluding applicable taxes and out-of-pocket expenses, at actuals.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. KANJ & Co. LLP, Practicing Company Secretaries, Firm Unique Code: P2000MH005900, Peer Review Certificate No. 6309/2024, to conduct the audit of the secretarial records of the Company for the financial year 2025-26.

The Secretarial Audit report for the financial year 2025-26 is set out as Annexure IV to this Report.

The Secretarial Auditor has observed that the Company has generally complied with the provisions of the Act, Rules, SEBI Regulations, Guidelines and Standards and it continues to enhance its compliance framework in line with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI), for filing of forms within stipulated time and the inadvertent mention of the erstwhile Corporate Identification Number in a few stock exchange intimations was subsequently addressed in later intimations. The Board has reviewed the matter along with the corrective measures, including strengthening documentation controls and maker-checker review mechanisms initiated by the Secretarial Function to avoid recurrence. The management confirms that the said observations do not have any material impact on the operations or financial position of the Company.

30. POLICIES OF THE COMPANY:

The Act and the Listing Regulations mandate formulation of certain policies for listed companies. During the year, the Board has framed and approved policies as required under the Listing Regulations as well as under the Act.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosure of remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure V.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate annexure forming part of this Report. In terms of Section 136 of the Act, the Annual Report and financial statements are being sent to the shareholders excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during business hours and will be made available to any shareholder on request.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not granted any loans, guarantees or securities covered under Section 186 of the Act. Particulars in respect of the same, if any, are disclosed in the notes to the financial statements forming part of this Annual Report.

33. DEPOSITS:

During the year under review, the Company has neither accepted any deposits from the public nor from its directors.

34. VIGIL MECHANISM-CUM-WHISTLE BLOWER POLICY:

In terms of the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a vigil mechanism, which forms part of the Whistle Blower Policy/Vigil Mechanism in terms of Regulation 22 of the Listing Regulations for directors and employees. The objective of this policy is to provide a reporting mechanism for any person who observes any unethical behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct for all members of the Board and Senior Management ("Codes of Conduct").

Protected disclosures can be made by a whistle blower to a dedicated e-mail ID and/or postal address of Ombudsman, appointed under the Policy. The Policy has been hosted on the Company's website at https://kshinternational.com/investor-relations-documents/Whistle-Blower-Policy-Vigil-Mechanism.pdf.

35. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN MARCH 31, 2026, AND DATE OF BOARD'S REPORT:

Except for changes in Key Managerial Personnel and installation of rooftop solar plant on May 02, 2026, as disclosed elsewhere in this Report, there were no material changes and commitments affecting the financial position of the Company between March 31,2026, and the date of this Report.

36. RELATED PARTY TRANSACTIONS:

As per the Listing Regulations, all Related Party Transactions ("RPT") and any modifications thereto are placed before the Audit Committee for approval. Further, the Audit Committee accords specific/ omnibus approval for RPTs, which are in ordinary course of business and satisfy the principles/ conditions of being at arm's length basis. Details of the RPTs entered pursuant to the specific and omnibus approval granted are placed on quarterly basis before the Audit Committee for review and update.

Particulars of RPTs entered during the financial year 2025-26

During the financial year 2025-26, all RPTs entered into were in the ordinary course and on arm's length basis, wherever applicable, and no material RPT under Regulation 23 of the Listing Regulations was undertaken, in accordance with relevant provisions of the Act and the Policy on Related Party Transaction ("RPT Policy").

Accordingly, there is no information to be disclosed in Form AOC-2, while the particulars of all RPTs in terms of Indian Accounting Standard ("Ind AS") -24 are forming part of the financial statements included in this report.

The RPT Policy of the Company, as approved by the Board, can be accessed on the Company's website at https://kshinternational.com/investor-relations-documents/Related-Party-Transactions-Policy.pdf.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS:

During the year under review, there were no significant material orders passed by Regulators/ Courts/Tribunals which would impact the going concern status of the Company and its future operations.

38. ANNUAL RETURN:

In terms of Section 92(3) read with Section 134(3)(a) of the Act, the annual return of the Company for the financial year ended March 31,2026, is available on the Company's website at https://kshinternational. com/investor-relations/annual-returns/.

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a "Policy for Prevention of Sexual Harassment" ("POSH Policy") in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The POSH Policy aims to provide a safe, friendly, positive and productive working environment and promote an atmosphere in which employees can realise their maximum potential. The policy applies to all permanent and temporary employees and also to workforce engaged by the Company through contractors.

The Company observes zero tolerance towards any kind of violation of the POSH Policy. As per the POSH Act and POSH Policy, the Company has constituted Internal Committees ("IC") for all its locations. Such committees are chaired by a female employee and other senior management officials of the Company are its members along with an external member who has experience in dealing with cases relating to sexual harassment. The IC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the POSH Policy.

Pursuant to Rule 8 (5)(x) of the Companies (Accounts) Rules, 2014, the disclosure of the complaints is given below:

40. INDUSTRIAL RELATIONS

During the year under review, industrial relations remained cordial. As on the date of this Report, the Company has valid long-term settlements/ agreements with labour unions representing workmen at its manufacturing facilities situated at Taloja, District Raigad, Maharashtra and Biradwadi, Chakan, District Pune, Maharashtra.

41. INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Sections 124 and 125 of the Act and the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a Company that remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by such Company to the Investor Education and Protection Fund ("IEPF").

There is no amount of unpaid/unclaimed dividend or shares or share application money pending for transfer to the IEPF under Section 125 Act. The Company remains committed to complying with all statutory obligations under the IEPF framework and will take necessary actions if any such amounts arise in the future.

42. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with all applicable provisions of the Maternity Benefit Act, 1961 and related rules thereunder.

43. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ("IBC Code"):

No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016 against the Company as on March 31, 2026.

44. 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:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the 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 is not applicable.

45. ACKNOWLEDGMENTS:

Your Directors take this opportunity to express their sincere appreciation for the commitment, hard work and support of all its employees and workmen during the year.

The Directors also express their gratitude to the shareholders, workmen unions, customers, vendors, dealers, bankers, government authorities of India and other countries where the Company operates and all other business associates for their continued support extended to the Company and for placing their confidence in the management. The management looks forward to their continued support in future.