Your Directors have pleasure in presenting their 34^th Annual Report (Integrated), together with the Audited Annual Standalone
and Consolidated Financial Statements of the Company for the year ended March 31,2026.

FINANCIAL SUMMARY / STATE OF THE COMPANY'S AFFAIRS

The Company's financial performances for the year ended March 31,2026 along with previous year's figures are summarized
below:

in Million)

Note: Previous year figures have been re-grouped / re-arranged wherever necessary.

REVIEW OF BUSINESS OPERATIONS ON STANDALONE
BASIS

During the year, your Company achieved a turnover of
' 1,17,477.65 million as against ' 97,358.77 million in
FY 2024-25, showing a strong growth of 20.66%. During
the year under review, turnover from Cables & Wires
segment stood at ' 1,12,205.66 million as compared to '
91,769.63 million in FY 2024-25, turnover from Stainless
Steel Wire segment was ' 2,165.07 million during

FY 2025-26 as compared to ' 2,159.31 million in
FY 2024-25 and EPC Projects Segment revenue (excluding
Cables) contributed a turnover of ' 3,106.92 million in
FY 2025-26 as compared to ' 3,429.83 million in FY 2024¬
25. During the year under review, Profit before Tax stood at
' 12,323.27 million as compared to ' 9,369.70 million in the
preceding year and Net Profit stood at ' 9,184.33 million as
compared to ' 6,964.14 million in the preceding year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

The Company has an associate company with 49%
ownership interest under name of KEI Cables SA (PTY) Ltd.
with principal place of business in South Africa.

Further, pursuant to Section 129(3) of the Companies Act,
2013 a report on the performance and financial position of
the Subsidiary, Associate and Joint Venture is disclosed in
Form AOC-1 in Annexure-A and forms part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared
in accordance with Indian Accounting Standards (Ind AS)
110 - "Consolidated Financial Statements" and Indian
Accounting Standard (Ind AS) - 111 - "Financial Reporting
of interest in Joint Venture" specified under Section 133
of the Companies Act, 2013 (the Act), Companies (Indian
Accounting Standards) Rules, 2015 and other relevant
provisions of the Act.

RESERVES

During the year, the Board of Directors of your Company
has decided not to transfer any amount to the reserves and
decided to retain all the profits under surplus account.

DIVIDEND & APPROPRIATIONS

The Board of Directors of the Company at their meeting
held on January 21, 2026 has declared an interim dividend
of ' 4.50 (i.e. 225%) per Equity share on the Equity shares
of face value of ' 2/- each for the financial year 2025-26
which has resulted in cash outflow of ' 430.20 million.
The Board has not recommended a final dividend and the
interim dividend of ' 4.50 per equity share declared by the
Board on January 21, 2026 shall be considered as the final
dividend for the Financial Year 2025-26. Thus, the total
dividend for the Financial Year 2025-26 remains ' 4.50 per
equity share of ' 2/- each.

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Dividend Distribution Policy of Company had been
updated by the Board of the Directors of the Company
on May 06, 2025. The Dividend Distribution Policy
is also available on the website of the Company at
https://www.kei-ind.com/dividend-distribution-policy-
iframe/ under Investor Relations Section.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

No material changes and commitments affecting the
financial position of the Company occurred between the

end of financial year to which this financial statements
relates and the date of this Report.

CHANGE IN NATURE OF BUSINESS

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

RATING BY EXTERNAL RATING AGENCIES

1. Bank Facilities Rating

CARE Ratings Limited, ICRA Limited and India Ratings
and Research Private Limited have affirmed Long
Term Bank Facilities Rating as AA Stable (Double
A Plus; Outlook: Stable). Instruments with this
rating are considered to have high degree of safety
regarding timely servicing of financial obligations.
Such instruments carry very low credit risk. Further,
CARE Ratings Limited, ICRA Limited and India Ratings
and Research Private Limited have affirmed A1 (A
one plus) rating to Short-term Bank Facilities Rating
and Commercial Paper. Instruments with this rating
are considered to have very strong degree of safety
regarding timely payment of financial obligations. Such
instruments carry lowest credit risk.

2. Corporate Governance Rating

CARE Analytics and Advisory Private Limited (Care
Edge Advisory) has assigned 'CG 2 ' (CG Two Plus)
Corporate Governance Rating to the Company.
Instruments/entities with this rating are considered to
have adopted corporate governance practices which
provide stakeholders a high level of comfort on the
degree of corporate governance.

3. ESG Rating

CARE ESG Ratings Limited has assigned an ESG Score of
72.8 (Rating Symbol: CareEdge-ESG1) to the Company.
The assigned ESG rating signifies the Company's
leadership position in managing Environmental, Social
and Governance (ESG) risks through best-in-class
disclosures, policies and performance.

REGISTRATION OF TRADEMARKS AND COPYRIGHTS

As on March 31, 2026, 21 Copyrights and 73 Trademarks
(India & Overseas) are registered under different classes
in the name of the Company. Further, the Company had
17 overseas trademark applications across Australia, New
Zealand, Nepal, Sri Lanka, UAE and Kuwait, of which 4
trademarks were registered and 13 applications were
pending.

GLOBAL CERTIFICATIONS

The following are the licenses and other certifications
existing in your organization.

• Underwriters Laboratories (UL) certifications

• TUV Rheinland Certifications

• GreenPro Ecolabel Certification by CII for Conflame
Green HR FR-LSH LF

• IATF 16949:2016

• NABL-ISO/IEC 17025:2017

• ISO 17065:2012/ ISO 17025:2017

• Importer - Exporter Code (IEC)

• CE MARKING (EN ISO/IEC 17020)

• Research Designs and Standards Organisation (RDSO)

• British Approvals Service for Cables (BASEC)

• SABS, SANS: 1339:2020

• Bureau of Indian Standards (BIS)

UNPAID / UNCLAIMED DIVIDEND

Unpaid / Unclaimed Dividend for the Financial Year 2017-18
has been transferred to the Investor Education and Protection
Fund established by the Central Government. Further,
amount of Unpaid / Unclaimed Dividend for the Financial Year
2018-19 is due for deposit to the Investor Education and
Protection Fund on October 24, 2026.

AWARDS AND RECOGNITION

During FY 2025-26, the Company received several
prestigious national and international recognitions,
reflecting its commitment to excellence in corporate
governance, business performance, leadership and
stakeholder engagement.

At the League of American Communications Professionals
(LACP) Spotlight Awards 2025, the Company's Integrated
Annual Report for FY 2024-25 received Gold Awards in
both the Integrated Report and Annual Report categories.
The report also secured a Worldwide Rank of 39 among
the Global Top 100 entries, with an outstanding score of
98 out of 100, underscoring the Company's commitment
to transparency, high-quality reporting and effective
stakeholder communication.

Mr. Anil Gupta, Chairman-cum-Managing Director was
honoured at the Jewels of India: Bharat ki Shaan, Bharat
ka Abhiman ceremony held in New Delhi on February 18,

2026. The award was presented by Shri Gajendra Singh
Shekhawat as Hon'ble Union Minister of Culture and Tourism
in recognition of his exemplary leadership and significant
contribution to strengthening India's manufacturing sector
and enhancing the country's global industrial presence.

The Company also received the Governor's Gratitude
Award from Rotary District 3012 for its sustained support
of Corporate Social Responsibility (CSR) initiatives and
Rotary service projects during Rotary Year 2025-26. The
award recognises the Company's continued commitment
to community development and creating sustainable social
impact.

These accolades reinforce the Company's continued pursuit
of excellence and its growing reputation among leading
Indian and global enterprises.

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

During the year under review, your Company has
transferred ' 3,16,393/- as unpaid / unclaimed dividend in
respect of financial year 2017-18 to the Investor Education
and Protection Fund (IEPF) established by the Central
Government, pursuant to the provisions of Section 124(5) of
the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (including any statutory modification(s),
amendment(s) or re-enactment(s) thereof for the time being
in force and as may be enacted from time to time).

Further, the total amount lying in the Unpaid Dividend
Account(s) of the Company in respect of the last seven
years and when such unpaid dividend is due for transfer
to Investor Education and Protection Fund is disclosed in
a separate section titled Report on Corporate Governance
and has been included in this Integrated Annual Report.

Further, during the year under review, your Company has
transferred 4,577 Equity shares into the Demat Account
of Investor Education and Protection Fund held with
NSDL (DPID/Client ID IN300708/10656671) and CDSL
(DPID/Client ID 12047200/13676780) pursuant to the
provisions of Section 124(6) of the Companies Act, 2013
read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
including any statutory modification(s), amendment(s) or re¬
enactments) thereof for the time being in force and as may
be enacted from time to time) i.e., shares on which dividend
has not been claimed for seven consecutive years i.e., from
FY 2017-18.

Further, the details of shareholders whose dividend and
shares are transferred to Investor Education and Protection

Fund are updated on the website www.kei-ind.com under

Investor Relations Section.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)a) Composition

i) As on date, Company has 8 Directors with an
Executive Chairman, of the 8 Directors, 3 are
Executive Directors and 5 are Non-Executive
Directors (including 4 Independent Directors). The
Composition of the Board is in conformity with
the provisions of the Companies Act, 2013 and
relevant Regulations of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

ii) None of the Directors on the Board is a director in
more than 7 Listed Companies or a member of more
than 10 Committees or a Chairman / Chairperson
of more than 5 Committees across all listed
companies (including Public Limited Companies) in
which he/she is a Director. Necessary disclosures
regarding Committee positions in other public
limited companies as on March 31,2026 have been
disclosed by all the Directors of the Company.

iii) None of the Whole-time Key Managerial Personnel
(KMP) of the Company is holding office in any other
Company as a Key Managerial Personnel.

iv) Further, none of the Directors / KMP of the Company
is disqualified under any of the provisions of the
Companies Act, 2013 and relevant Regulations
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

b) Change in Director(s)

(i) Based on the recommendation of the Nomination
and Remuneration Committee and Audit
Committee, the Board of Directors of the Company
at their Meeting held on August 03, 2026 has re¬
appointed Mr. Akshit Diviaj Gupta (holding DIN:
07814690) as Whole-time Director of the Company
for a further term of 5 (Five) years w.e.f. May 10, 2027
to May 09, 2032 in accordance with the provisions
of Sections 196, 197, and 203 of the Companies
Act, 2013 read with Schedule V and Rules made
thereunder and other applicable provisions of the
Companies Act, 2013, if any. His re-appointment
requires the approval of the shareholders at the
ensuing Annual General Meeting.

(ii) As per Section 152 of the Companies Act, 2013
and other applicable provisions of the Act, Mr. Anil

Gupta (holding DIN: 00006422), Director of the
Company [designated as Chairman-cum-Managing
Director] of the Company, who retires by rotation
at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment.

The details of Directors being recommended
for appointment / re-appointment as
required under Regulation 36 of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 are contained in the
accompanying Notice convening ensuing Annual
General Meeting of the Company. Appropriate
Resolution(s) seeking shareholders' approval are
also included in the Notice.

c) Changes in Key Managerial Personnel (KMP)

No changes occurred in the Key Managerial Personnel
of the Company during the financial year under review.

d) Declaration by Independent Directors

All the Independent Directors of the Company have
given their declaration for the FY 2025-26 that they
continue to meet all the criteria as specified under
Section 149(6) & (7) of the Companies Act, 2013 and
under Regulation 16(1)(b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
that they are independent of the management in
respect of their position as an "Independent Director"
in the Company.

Further, in the opinion of the Board, the Independent
Directors also possess the attributes of integrity,
expertise and experience (including the proficiency)
as required to be disclosed under Rule 8(5)(iiia) of the
Companies (Accounts) Rules, 2014.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company duly met 6 (Six)
times during the financial year from April 01, 2025 to
March 31, 2026 on May 06, 2025, June 24, 2025, July 22,

2025, October 15, 2025, January 21, 2026 and March 24,

2026. Further, during the year, the Board had also passed
Resolutions by way of Circulation on April 15, 2025,
November 18, 2025 and December 12, 2025 respectively.

Further, during the year, two separate meetings of the
Independent Directors of the Company were held on
January 21,2026 and March 28, 2026 respectively to discuss
and review the performance of all other Non-Independent
Directors, Chairman of the Company and the Board as a
whole and for reviewing and assessing the matters as
prescribed under Schedule IV of Companies Act, 2013 and

under Regulation 25(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

BOARD FAMILIARISATION AND TRAINING
PROGRAMME

The Board is regularly updated on changes in statutory
provisions, as applicable to your Company. Your Board is
also updated on the business operations of your Company.
These updates help the Directors in keeping abreast of
key changes and their impact on your Company. The
details of such programmes are provided in the Corporate
Governance Report, which forms part of this Integrated
Annual Report.

CHANGE IN CAPITAL STRUCTURE

During the year, Share Allotment Committee of the
Board of Directors has issued and allotted 48,000 equity
shares of face value of ' 2/- each to eligible employees
under KEI Employees Stock Option Scheme 2015.
Accordingly, the paid-up share capital of the Company has
increased from 9,55,52,595 equity shares of face value of
' 2/- each to 9,56,00,595 equity shares of face value of
' 2/- each.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17(10) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
in accordance with the parameters suggested by the
Nomination and Remuneration Committee, the Board of
Directors carried out an annual evaluation for the financial
year 2025-26, of its own performance, its Committees and
Individual Directors. The evaluation was undertaken by way
of internal assessments based on a combination of detailed
questionnaires and verbal discussions.

PERFORMANCE EVALUATION OF THE BOARD AND
COMMITTEES

The performance of the Board was evaluated by the Board
Members after considering inputs from all the Directors
primarily on:

• Board composition and quality with emphasis on its
size, diversity and skill set of members;

• Board process and procedure with emphasis on the
frequency of meetings, attendance thereof and flow of
information;

• Engagement in Corporate Governance, ethics and
compliance with the Company's code of conduct.

• Periodic review of the Company's management and
internal control system for appropriateness and
relevance;

• Oversight of the Financial Reporting process including
Internal Controls and Audit Functions;

• Reviewing and monitoring of Company's workings and
strategy and whether it is effective in discharging its
responsibilities proactively and constructively.

The Board evaluated the performance of the Committeeson the following parameters:

• Committee is properly constituted.

• Composition of the Committee is in compliance with
applicable legal provisions.

• Terms of Reference of the Committee are in compliance
with applicable legal provisions.

• Committee observes its Terms of Reference.

• Frequency of the Meetings of the Committee is
adequate.

• The Committee Members receive Agenda/ Notes/
Details relating to the business to be transacted at the
Committee Meetings well in advance.

• Active participation of all the Members of the
Committee in the deliberations/decision making.

• Meetings of the Committees are organized properly
and appropriate procedures are followed in this regard.

• Minutes of the Committee Meetings are prepared and
signed on time and the same are placed before the
Board as required.

• Committee is effective in carrying out its mandate.

Performance Evaluation of Individual Directors

The performance evaluation of the Individual Directors was

carried out by the Board and other Individual Directors,

considering aspects such as:

• Attendance and Participation in Meetings of the Board
of Directors and of the Board Committees.

• Devoted sufficient time and attention to professional
obligations for informed and balanced decision making.

• Advising in implementation of good Corporate
Governance practices.

• Independent in judgement and actions.

• Exercised his/her duties with due & reasonable care,
skill and diligence.

• Acted in good faith and in the best interest of the
Company towards promotion of interest of the
stakeholders.

• Not engaging in conduct which may not be in the
interests of the Company.

EVALUATION OUTCOME

The outcome brought out that the Board is effective
and follows highest standards of Corporate Governance
practices. There is transparency in the working of the
Board. Board members contribute effectively on monitoring
performance, compliance and strategy. Assumptions
of management are challenged and future course of action
decided by the Board. The Audit Committee regularly
meets the auditors separately. Meetings of Independent
Directors are held regularly with the Auditors and findings
shared with the Chairman and with the Board. The Company
scores very high in timely communication of agenda,
facilitating discussions and recording minutes truthfully.

The Board Committees well support the effective
performance of the Board. The suggestions given in the
Committee meetings are willingly implemented by the
management.

The Independent Directors are from diverse fields of
management. They regularly review the practices in
governance, compliance, Action Taken Report (ATR) on
audit findings, succession planning etc.

The non-independent Directors are strong in their respective
areas and contribute immensely for the performance of the
Company. They have outstanding knowledge of the sector,
business issues of the Company and the emerging local
and global developments. They also exhibit willingness to
evaluate and implement suggestions from the independent
Directors.

The Chairman is a visionary leader, highly knowledgeable
in all aspects of the Company, its businesses and products.
He strongly demonstrates Leadership in consensus building
and takes the Team together for delivering Excellent
Performance. Most importantly he has put in place a well
thought succession plan acceptable to all. He is a highly
recognized industry leader known for his understanding
and grip over the sector. The Chairman is open, transparent,
collegial, listens to views of Board members and acts
on them, upholds the highest standards of corporate
governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 in
respect of Directors' Responsibility Statement, the Directors
to the best of their knowledge hereby state and confirm
that:

(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

(b) The directors had selected such accounting policies
and applied them consistently and made judgments

and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
company at the end of the financial year 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 adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a
going concern basis;

(e) The directors, in the case of a listed company had laid
down internal financial controls to be followed by the
company and that such internal financial controls are
adequate and were operating effectively; and

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

DETAILS IN RESPECT OF FRAUD REPORTED BY THE
AUDITORS

There were no instances of fraud reported by the auditors.

NOMINATION AND REMUNERATION POLICY

The Company has framed a Nomination and Remuneration
Policy on Director's appointment and remuneration
including criteria for determining qualifications, positive
attributes and independence of a director and other matters
pursuant to Section 178 of the Companies Act, 2013 and
Regulation 19(4) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as (Specified in Part D of
the Schedule II).

The detailed Nomination & Remuneration Policy is annexed
as Annexure-B and forms part of this Report and is also
available on the website of the Company athttps://
www.kei-ind.com/nomination-and-remuneration-policy-

iframe/under Investor Relations Section.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Companies Act, 2013, the Annual Return as on March
31, 2026 is available on the website of the Company at
https://www.kei-ind.com/wp-content/uploads/2026/08/
form-mgt-7-2025-26.pdf under Investor Relations Section.

DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY

The Company has well defined Risk Management Policy
in place for identifying risks and opportunities that may
have a bearing on the organization's objectives, assessing

them in terms of likelihood and magnitude of impact and
determining a response strategy. The primary objective
of the policy is to implement a framework that augments
risk response decisions and reduce surprises. It involves
risk identification, risk categorization, risk assessment, risk
mitigation and risk reporting and disclosure for strategic,
operational, sectoral, sustainability (particularly ESG related
risks) financial & reporting risk, compliance related risks and
IT-related risk across various levels of the organization.

INTRODUCTION OF LABOUR CODES

The Government of India has brought into force the
four Labour Codes with effect from 21 November 2025,
consolidating and streamlining various labour laws
governing wages, social security, industrial relations, and
occupational safety, health and working conditions.

During the year, the Company undertook a comprehensive
review of the applicability and impact of these Codes on its
operations and workforce management practices. Pursuant
to this assessment, appropriate modifications were initiated
in areas such as compensation structures, employee
benefits, employment-related documentation, occupational
health and safety measures and employee separation and
settlement procedures to ensure alignment with the revised
regulatory framework.

The Company has also recognised and made appropriate
financial provisions, wherever required, in connection with
the implementation of the Labour Codes. The Company
remains committed to ensuring ongoing compliance with
the applicable provisions, rules and guidelines as may be
prescribed or amended by the relevant authorities from
time to time.

DETAILS WITH RESPECT TO THE ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS

The Company has in place an Internal Financial Control (IFC)
system, in line with the requirements of the Companies Act,
2013. This system enhances transparency and accountability
in the organization's process of designing and implementing
internal controls. The company has a clearly defined
Governance, Risk & Compliance Framework, Policies,
Standard Operating Procedures (SOPs), and Financial &
Operational Delegation of Authority.

The IFC process helps the company to operate in an orderly
and effective manner by ensuring adherence to rules, asset
protection, prevention and detection of fraud and errors,
accurate and comprehensive accounting records and timely
preparation of trustworthy financial information. This system
safeguards the interests of all stakeholders and optimizes
resource utilization.

The company's internal control systems are commensurate
with the nature, size, complexity of its business operations
considering both financial & non-financial controls. These
systems are routinely tested by Statutory as well as Internal
Auditors and cover all offices, factories and key business
areas. Significant audit observations and follow up actions
thereon are reported to the Audit Committee. Further, the
Risk Management Policy has also been uploaded on the
Company's website and is available athttps://www.kei-
ind.com/risk-management-policy-iframe/ under Investor
Relations Section.

FIXED DEPOSITS

During the year, no amount has been received by the
Company as fixed deposit covered under Chapter V
of the Companies Act, 2013. As on March 31, 2026, the
outstanding amount is Nil. There are no fixed deposits
remaining unpaid or unclaimed as at the end of the year.
Further, no amount of principal or interest was outstanding
or in default as on March 31,2026.

LISTING OF SHARES

The shares of the Company are listed at National Stock
Exchange of India Limited (NSE) and BSE Limited (BSE). The
Company has paid its up-to-date listing fees to all the stock
exchanges. During the year, the Board of Directors of the
Company approved voluntary delisting of the Company's
Equity Shares from The Calcutta Stock Exchange Limited
(CSE), pursuant to Regulations 5 and 6 of the SEBI (Delisting
of Equity Shares) Regulations, 2021. The Equity Shares of
the Company will continue to remain listed on the NSE
and BSE, providing nationwide trading facilities. Since, the
CSE does not have any active platform for trading in equity
shares, the Shareholders of the Company are not affected in
any manner from CSE delisting. The shares of the Company
have been delisted from The Calcutta Stock Exchange
Limited (CSE) w.e.f. February 03, 2026.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

During the year, there was no significant and material
order passed by any Regulator(s) or Court(s) or Tribunal(s)
impacting the going concern status and future operations
of the Company.

CONTRIBUTION TO EXCHEQUER

The Company is a regular payer of taxes and other duties
to the Government. During the year under review your
Company paid ' 2,687.67 million towards Corporate
Income Tax as compared to ' 2,261.32 million paid during
the last financial year.

The Company has also paid an amount of
' 26,995.74 million on account of GST and Customs duty as
compared to ' 21,833.18 million paid during last Financial
Year.

DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR
ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

During the year, no application has been made and no
proceeding is pending against the company under the
Insolvency and Bankruptcy Code, 2016 as at the end of
financial year.

IN CASE THE SECURITIES ARE SUSPENDED FROM
TRADING, THE DIRECTOR'S REPORT SHALL INCLUDE
THE REASON THEREOF

Not Applicable

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 is no instance of one-time settlement with any bank
or financial institutions.

HUMAN RESOURCES

The Company's industrial relations continued to be
harmonious during the period under review.

POLICY ON MATERIAL SUBSIDIARY

The Company has framed a Policy on Material Subsidiary
under Regulation 16(1)(c) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 which
is available on the website of the Company athttps://
www.kei-ind.com/policy-for-determining-material-
subsidiaries-iframe/ under Investor Relations Section.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and approved by the Central Government under
Section 118(10) of the Act.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the
Companies Act, 2013 read with Rule 6 of the
Companies (Meetings of the Board and its Powers) Rules,
2014 and Regulation 18 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
composition of the Audit Committee is as under:

Mr. Kishore Kunal, Company Secretary & Compliance Officer of the Company acts as Secretary to the Committee. In
addition to the above, the Committee meetings were also attended by the Statutory Auditors, Internal Auditors and other
Executive (s) of the Company as and when required.

Further, the Board has not denied any recommendation of Audit Committee during the Financial Year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) & (10) of the
Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of the Board and its Powers) Rules, 2014 and
Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
established a Vigil Mechanism/Whistle Blower Mechanism
and oversees through the Audit Committee, the genuine
concerns expressed by the Stakeholders including

Employees, Workers, Directors, Community, Value Chain
and Business Partners of the Company. The Company has
also provided adequate safeguards against victimization of
employees and Directors who express their concerns. The
Company has also provided direct access to the Chairman
of the Audit Committee on reporting issues concerning the
interests of co-employees and the Company. During the
year under review, no personnel has been denied access to
the Audit Committee.

Further, the Vigil Mechanism/ Whistle Blower Policy has
been uploaded on the website of the Company athttps://
www.kei-ind.com/vigil-mechanism-whistle-blower-
policy/ under Investor Relations Section.

SHARES

a. BUY BACK OF SECURITIES

During the year under review, the Company has not
bought back any of its securities.

b. SWEAT EQUITY

During the year under review, the Company has not
issued any Sweat Equity Shares.

c. BONUS SHARES

During the year under review, the company has not
issued any Bonus Shares.

d. EMPLOYEES STOCK OPTION PLAN

During the year, Share Allotment Committee of the
Board has allotted 48,000 Equity Shares of face value
' 2/- each to eligible employees of the Company at
an exercise price of ' 225 per share pursuant to KEI
Employee Stock Option Scheme, 2015.

During the Financial Year 2025-26, there has been
no change in the Employee Stock Option Scheme of
the Company. The ESOP Scheme(s) is in compliance
with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ('the SBEB Regulations').
Members may refer to details of Employee Stock
Option Plan (ESOP) in the financial statements
in Note No. 16(h). Disclosures pursuant to SEBI
(Share Based Employee Benefits) Regulations,
2021, in respect of ESOP 2015 as at March 31, 2026
are available on the website of the Company at
https://www.kei-ind.com/disclosures-pursuant-to-
sebi-regulations-2026/.

Further, the Company has obtained a certificate from
M/s. S.K. Batra & Associates, Secretarial Auditors
under Regulation 13 of SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations 2021 ('SBEB
Regulations') stating that the scheme(s) has been
implemented in accordance with the SBEB Regulations.

AUDITORS
Statutory Auditors:

M/s. PAWAN SHUBHAM & CO., Chartered Accountants
(Firm Registration Number: 011573C) were appointed as
Statutory Auditors of the Company at the Annual General
Meeting (AGM) held on September 07, 2022 for a term of
five consecutive years i.e., from the conclusion of 30^th AGM
till the conclusion of 35^th AGM of the Company to be held
in the year 2027 pursuant to Section 139 of the Companies
Act, 2013.

Statutory Auditors' Report

The observations / comments of Statutory Auditors in their
Auditor's Report on standalone and consolidated financials
are self-explanatory and therefore do not call for any further
clarification / comment.

Cost Auditor:

Your Board of Directors has re-appointed M/s. S. Chander
& Associates, Cost Accountants (Membership No.: 9455)
as Cost Auditor of the Company to conduct audit of Cost
Records maintained by the Company for the Financial Year
2026-27 in accordance with Section 148 of the Companies
Act, 2013 and the Companies (Cost Records and Audit)
Rules, 2014 after obtaining their consent and certificate
under Section 139, 141 and 148 of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014
where they have confirmed their consent and eligibility to
act as Cost Auditors of the Company.

Your Company has maintained cost records and accounts as
specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013.

Cost Audit Report

There are no qualifications, reservations or adverse remarks
made by Cost Auditors in their Report for FY 2025-26.
Further, the Cost Audit Report for the FY 2024-25 was filed
on July 22, 2025 and for the FY 2025-26, the Cost Audit
Report to be filed within due date.

Secretarial Auditors

The Members at the 33^rd AGM held on July 30, 2025,
appointed M/s S K Batra & Associates, Practicing Company
Secretaries Firm having a valid Peer review certificate, (Peer
review certificate No.: 7712/2026 issued by the Institute of
Company Secretaries of India) as Secretarial Auditors of the
Company for a period of 5 years beginning from FY 2025¬
26 to FY 2029-30.

The Secretarial Auditors have confirmed that they have
subjected themselves to the peer review process of Institute
of Company Secretaries of India (ICSI) and hold valid
certificate issued by the Peer Review Board of the ICSI. The
Audit Committee reviews the independence and objectivity
of the Secretarial Auditors and the effectiveness of the
Audit process.

Secretarial Audit Report

The Secretarial Audit Report for the FY 2025-26 as submitted
by Secretarial Auditors in Form No. MR-3 is annexed to this
Report as Annexure - C and forms part of this Report.

There are no qualifications, reservations or adverse remarks
made by Secretarial Auditors in their Report.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report for the financial year
ended March 31,2026 on compliance of all applicable SEBI
Regulations and circulars / guidelines issued thereunder,
was obtained from M/s S.K. Batra & Associates, Secretarial
Auditors, and submitted to the stock exchanges.

CORPORATE SOCIAL RESPONSIBILITY

The Company has framed a Policy on Corporate Social
Responsibility pursuant to Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014 which is available on the website of the
Company athttps://www.kei-ind.com/corporate-social-
responsibility-policy-iframe/ under Investor Relations
Section.

The Annual Report on Company's CSR activities of
the Company as per the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed as Annexure-D
and forms part of this report.

LOAN(S), GUARANTEE(S) OR INVESTMENT(S)

During the year, your Company has duly complied with the
provisions of Section 186 of the Companies Act, 2013. The
particulars of Loans given, Corporate Guarantees provided
and Investments made by the Company during the year are
as follows:

PREVENTION OF SEXUAL HARASSMENT

The Company has always believed in providing a safe and
harassment free workplace for every individual working in
the Company. The Company always endeavors to create
and provide an environment that is free from discrimination
and harassment including sexual harassment.

In accordance with "The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013" and in order to provide for the effective enforcement
of the basic human right of gender equality and guarantee
against sexual harassment and abuse, more particularly
against sexual harassment at Workplace, your Company has
constituted an Internal Complaints Committee and adopted
a policy on Prevention of Sexual Harassment at Workplace.
The policy aims to provide the effective enforcement of
basic human right of gender equality and guarantee against
sexual harassment and abuse. The policy on Prohibition,
Prevention & Redressal of Sexual Harassment is available
on the website of the Company athttps://www.kei-ind.
com/policy-on-prevention-of-sexual-harassment-against-
women-at-workplace-iframe/.

The Company periodically organises awareness and
engagement sessions to familiarise female employees with
the provisions of the POSH Act. The Company is committed
to maintaining a safe, inclusive and respectful workplace,
with a strict zero-tolerance approach towards any form of
harassment.

The Company is committed to providing and promoting a
safe and healthy work environment for all its employees.

a. Number of complaints of sexual harassment received in
the year - 0

b. Number of complaints disposed off during the year - 0

c. Number of cases pending for more than ninety days - 0

COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT, 1961

The Company is fully committed to upholding the rights and
welfare of its employees in accordance with the applicable
laws. In line with this commitment, the Company ensures
strict compliance with the provisions of the Maternity Benefit
Act, 1961, as amended from time to time and maternity
benefits are extended to 100% of employees.

REMUNERATION OF THE DIRECTORS / KEY
MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required under Section 197 read with
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed as
Annexure-E and forms part of this Report.

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

The information pertaining to conservation of energy,
technology absorption, Foreign Exchange Earnings
and Outgo as required under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is annexed as Annexure-F and forms
part of this Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

During the Financial Year, the Company has not entered
into any materially significant related party contracts/
arrangements or transactions with the Company's
Promoters, Directors, Management or their Relatives,
which could have had a potential conflict with the interests
of the Company. All the contracts/arrangements or
transactions entered into by the Company with Related
party(ies) are in conformity with the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The particulars of every contract or arrangement if entered
into by the Company with the related parties referred to
in sub - section (1) of Section 188 of the Companies Act,
2013 including certain arm's length transactions under
third proviso thereto are disclosed in Form AOC-2 in
Annexure-G and forms part of this Report.

The Company presents a statement of all related party
contracts / arrangements or transactions entered into by the
Company before the Audit Committee for its consideration
and review on quarterly basis.

Pursuant to Regulation 23(9) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, your
Company has filed the Reports on RPTs with the Stock
Exchanges within the Statutory timelines.

Further, the Policy on materiality of Related Party Transactions
as formed and approved by the Audit Committee and the
Board of Directors as per Regulation 23 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is available on the website of the Company at
https://www.kei-ind.com/related-party-transactions-
policy/ under Investor Relations Section.

CORPORATE GOVERNANCE

The Board of Directors are pleased to report that your
Company strives to ensure that best corporate governance
practices are identified, adopted and consistently followed.
Your Company believes that good governance is the basis
for sustainable growth of the business and for enhancement
of stakeholder's value.

Pursuant to Regulation 34 read with Schedule V (C) of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate Section titled Report on
Corporate Governance has been included in this Integrated
Annual Report and the certificate of M/s Pawan Shubham
& Co., Chartered Accountants, the Statutory Auditors of
the Company certifying compliance with the conditions
of Corporate Governance as stipulated under relevant
Regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is obtained and annexed
with the report on Corporate Governance.

In compliance with the SEBI Listing Regulations, a certificate
issued by the Chief Executive Officer and Chief Financial
Officer of the Company, inter alia, certifying the correctness
of the financial statements and cash flow statement,
adequacy of internal control systems, and reporting to the
Audit Committee, is annexed to the Corporate Governance
Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS
REPORT

Management's Discussion and Analysis Report for the
year under review, as stipulated under Regulation 34(2)(e)
read with Schedule V (C) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is presented in
a separate section and forms part of this Integrated Annual
Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

In terms of Regulation 34(2)(f) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, detailed
information on the initiatives taken by the Company from
an environmental, social and governance perspective is
provided in the Business Responsibility and Sustainability
Report which forms part of this Report.

CYBER SECURITY

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the processes,
technology controls are being enhanced in-line with the
threat scenarios. Your Company's technology environment
is enabled with security monitoring with requisite controls
at various layers starting from end user machines to
network. During the year under review, your Company did
not face any incidents, breaches or loss of data relating to
cybersecurity.

EVENTS

During the month of May 2026, the Income-Tax Department
carried out search proceedings at some of the premises,
plants and residences of few of the employees of the

Company under the provisions of the Income-Tax Act, 2025.
The Company provided its full support and co-operation
throughout the proceedings and made available all records,
information, explanations and documents as and when
required by the authorities.

As on the date of this Report, no assessment order, demand
notice or any other communication indicating the outcome
of the aforesaid search proceedings has been received by
the Company. Accordingly, the management is presently
not in a position to determine the financial impact, if any,
arising out of the said proceedings and will take such action
as may be considered appropriate upon receipt of any
communication from the Income-Tax Department.

APPRECIATIONS

The Board of Directors places on record their sincere
appreciation for significant contributions made by
employees of the Company at each level, through their
dedication, hard work and commitment.

The Board places on record its appreciation for the
continued co-operation and support extended to the
Company by various Banks, Stock Exchanges, NSDL and
CDSL. The Board wishes to express its grateful appreciation
for the assistance and co-operation received from Vendors,
Customers, Consultants, Banks, Financial Institutions,
Central and State Government bodies, Dealers, and other
Business Associates. The Board deeply acknowledges
the trust and confidence placed by the consumers of the
Company and above all the shareholders.

For and on behalf of Board of Directors of
KEI Industries Limited

(ANIL GUPTA)
Chairman-cum-Managing Director
DIN:00006422

Date: August 03, 2026
Place: New Delhi