The Directors have pleasure in presenting the Fifty-Third Annual Report on the business and operations of the Company
together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

1. Financial Highlights (on standalone basis)

2. Dividend

Based on the Company's performance, the Directors are pleased to recommend a dividend of ? 10/- per Equity
Share of ? 5/- each (i.e. 200%), for the financial year ended March 31, 2026, for approval of the members.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended from time to time ("the Listing Regulations"), the Company had adopted the Dividend Distribution
Policy, which is available on the website of the Company at www.kalyanisteels.com/profile/policies The dividend
pay-out has been determined in accordance with Dividend Distribution Policy of the Company.

The dividend on Equity Shares, if approved by the members would involve cash outflow of ? 436.53 Million
and shall be subject to deduction of income tax at source.

3. Reserves

During the year under review, the Company does not propose to transfer any amount to the General Reserve.
An amount of ? 20,358 Million is proposed to be retained as Retained Earnings.

4. Performance of the Company

In FY 2025-26, steel industry continued to experience adverse global macroeconomic & geopolitical conditions.
These headwinds, combined with fluctuations in China's crude steel output & lower domestic consumption,
contributed to oversupply in global market by Chinese steel producers affecting prices of raw materials &
finished steel. Headline inflation declined across most major economies, but the pace and drivers of this decline
varied significantly, reflecting differences in energy exposure, domestic demand conditions, monetary policy
responses and structural factors. Global credit rates remained relatively high as central banks largely maintained a
'higher-for-longer' stance to ensure inflation was fully under control. This kept financial conditions tight, slowed
credit growth, weakened investment and consumption. Toward the later part of CY 2025, rate cuts began to
emerge, but transition to lower borrowing costs has been gradual.

China's steel production declined by around 4.4% (falling below ~1 billion tonnes), mainly due to the ongoing real
estate sector slowdown. This reduced actual consumption of iron ore and created downward pressure on prices.
Iron ore prices were seen relatively stable ranging between USD 100/MT to USD 107/MT. Similarly, coking coal
prices continued a downward trend primarily due to weaker steel demand in China. In April 2024, price of Prime
Hard Coking coal was USD 256/MT and it decreased to USD 195/MT in March 2025 which further increased to
USD 248/MT in March 2026.

The automotive sector is a one of the major contributors to the Company's business portfolio. In FY 2026,
Passenger Vehicles (PV) sales reached its all-time high at 5.5 Million vehicles as against 5.0 Million vehicles sales
in FY 2025 registering a growth of ~9%. Notably, export share within the PV sales stood at 16%. Commercial
vehicles (CV) sales surpassed pre-covid level at 1.2 Million vehicles registering a strong growth of 13% over
FY 2025. Two wheelers' (2W) sales registered growth of 13% in FY 2026 at 26.8 Million vehicles surpassing
pre-pandemic sales of 24.4 Million. Three wheelers' (3W) sales reached 1.3 Million as against a 1.0 Million in FY
2025 registering a strong growth of 24%. This year all types of vehicles have crossed pre-pandemic levels.
Despite operating in a highly volatile and complex global environment, the Company delivered a strong performance
during FY 2026. The Company achieved Total Income of ' 19,020 Million as against ' 20,336 Million in FY 2025
and highest ever Profit before tax of ' 3,442 Million as against ' 3,427 Million in FY 2025.

5. State of Company's Affairs

Discussion on the state of Company's affairs has been covered as part of the Management Discussion and
Analysis (MD&A). MD&A for the year under review, as stipulated under Regulation 34 of the Listing Regulations,
is presented in a separate section forming part of this Annual Report.

6. Corporate Governance

The Company believes that robust Corporate Governance is crucial for achieving long term corporate objectives
and enhancing stakeholders value. The Company recognizes that good governance is a continuous exercise and
reiterates its commitment to pursue the highest standards of Corporate Governance.

The Report on Corporate Governance as stipulated under the Listing Regulations is presented in a separate section
forming part of the Annual Report.

The certificate from Secretarial Auditors of the Company viz. M/s. SVD & Associates, Practicing Company
Secretaries, Pune regarding compliance of the conditions of Corporate Governance is attached to Report on
Corporate Governance.

7. Deposits

During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013
("the Act").

8. Directors

Mr.Sachin K. Mandlik, Independent Director of the Company, completed his Second Term of 3 (Three) years on
November 8, 2025 and accordingly ceased to be the Director of the Company with effect from November 9, 2025.
The Board places on record its sincere appreciation of the contributions made by Mr.Mandlik during his tenure as
a Director of the Company.

The Board of Directors at their meeting held on May 8, 2026, based on the recommendation of the Nomination
and Remuneration Committee, had co-opted Mr.Shishir Joshipura, as an Additional Independent Director, for
the term of 4 (Four) consecutive years with effect from May 8, 2026 to May 7, 2030, subject to approval of the
members, by way of Postal Ballot.

In terms of the provisions of the Act and the Articles of Association of the Company, Mr.B.N. Kalyani and Mr.M.U.
Takale, Directors of the Company, are retiring by rotation at the ensuing Annual General Meeting and being eligible,
have offered themselves for re-appointment.

These re-appointments forms part of the Notice of the Fifty-Third Annual General Meeting and the Resolutions
are recommended for your approval. Profile of these Directors are given in the Report on Corporate Governance
for reference of the members.

The Company has received declarations from all Independent Directors that they meet the criteria of independence
as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

9. Board Evaluation

The annual evaluation process of the Board of Directors, individual Directors and the Board Committees was
conducted pursuant to the provisions of the Act and the Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the
basis of criteria such as the board composition and structure, effectiveness of board processes, information and
functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members
on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors
on the basis of criteria such as the contribution of the individual director to the Board and Committee Meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in
meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a
whole and Chairman of the Company was evaluated, taking into account the views of executive directors and
non-executive directors.

10. Nomination & Remuneration Policy

The Nomination & Remuneration Policy adopted by the Board on the recommendation of Nomination &
Remuneration Committee, provides the criteria for assessment and appointment / re-appointment of Directors,
Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) on the basis of their qualifications,
experience, independence, professional and functional expertise etc. The Policy also sets out the guiding principles
for the compensation to be paid to the Directors, KMP and SMP and undertakes effective implementation of Board
familiarization, diversity and evaluation.

The Policy is available on the website of the Company at http://www.kalyanisteels.com/profile/
policies/

11. Meetings of the Board

During the Financial Year 2025-26, four Board Meetings were convened and held. Also a separate meeting of
Independent Directors as prescribed under Schedule IV of the Act was held. The details of meetings of Board of
Directors / Independent Directors are available in the Report on Corporate Governance which forms part of this
Annual Report.

12. Directors' Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act, with respect to Directors' Responsibility Statement,
it is hereby confirmed that :

i) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting
standards have been followed and that there are no material departures;

ii) 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 as at March 31, 2026 and of the profit of the Company for that period;

iii) 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;

iv) the Directors have prepared the annual accounts for the year ended March 31, 2026, on a going concern
basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

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

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as
required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules,
2014 is enclosed herewith as Annexure "A".

14. Corporate Social Responsibility

The CSR objectives of the Company are designed to serve societal, local and national goals in the locations it
operates and to create a significant and sustained impact on local communities. The Company has been carrying
out various Corporate Social Responsibility (CSR) activities in the areas of education. These activities are carried
out in terms of Section 135 read with Schedule VII of the Act and Companies (Corporate Social Responsibility
Policy) Rules, 2014.

The Annual Report on CSR Activities undertaken by the Company is enclosed herewith as Annexure "B" The CSR
Policy is available on the Company's website viz. www.kalyanisteels.com/profile/policies/ The details relating to
the composition of the CSR Committee are provided in the Corporate Governance Report, forming part of the
Annual Report.

15. Particulars of Contracts / arrangements with Related Parties

All contracts / arrangements entered into by and between the Company and Related Parties were on arm's length
basis and in the ordinary course of business and in accordance with the related party framework formulated and
adopted by the Company.

All Related Party transactions were placed before the Audit Committee for its review and prior approval. On a
quarterly basis, details of such transactions were placed before the Audit Committee for noting / review.

The Policy on Related Party Transactions as amended in line with the requirements of the Listing Regulations
has been posted on Company's website at www.kalyanisteels.com/profile/policies/

Pursuant to Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars
of transactions with related parties, are provided in Form AOC-2, which is enclosed herewith as Annexure "C".
Details of related party transactions entered into by the Company, in terms of Ind AS 24 have been disclosed in
Note No. 38 to the Standalone Financial Statements.

16. Risk Management

Risk management, which aims at managing the impact of uncertainties, is an Integral part of the Company's strategy
setting and decision making process. The Company regularly identifies uncertainties and after assessing them,
devises short-term and long-term plans to mitigate any risks which could materially impact on the Company's
goals. This process of identifying and assessing the risks is a two-way process with inputs being taken from
employees across the organization.

The Risk Management Committee of the Company is entrusted by the Board to frame, implement and monitor
the risk management plan for the Company. The committee is responsible for reviewing the risk management
plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks
and controls. The major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis.

The policy on Risk Management as approved by the Board is available on the Company's website at http://www.
kalyanisteels.com/profile/policies/

17. Audit Committee

The Company has constituted an Audit Committee in compliance with Section 177 of the Act and Regulation 18
of the Listing Regulations. The Composition of the Audit Committee in terms of Section 177(8) of the Act along
with its terms of reference incorporating its functions are disclosed and available in the Corporate Governance
Report forming part of the Annual Report.

All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the
Financial Year 2025-26.

18. Auditors and Auditor's Report

Pursuant to Section 139 of the Act read with rules made thereunder, M/s. Kirtane & Pandit LLP, Chartered
Accountants, Pune (Firm Registration No.105215W / W100057) were appointed as the Auditors of the Company
for a period of 5 (Five) years to hold office from the conclusion of the Forty-Ninth Annual General Meeting held
on August 1, 2022 till the conclusion of the Fifty-Fourth Annual General Meeting to be held in the year 2027.
The Auditors have confirmed that they are not disqualified to continue as Auditors and are eligible to hold office
as Auditors of your Company for FY 2026-27.

The Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements
and their reports do not contain any qualifications, reservations, adverse remarks or disclaimers.

The Notes on Financial Statements referred to in the Auditor's Report are self-explanatory and hence do not call
for any further comments.

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Act to the Audit Committee.

19. Cost Auditors

The Company is required to maintain cost records under Companies (Cost Records and Audit) Rules, 2014.
Accordingly, cost records have been maintained by the Company.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s S.R. Bhargave & Co.,
Cost Accountants, Pune for conducting the cost audit of the Company for Financial Year 2026-27.

As required under the Act, the remuneration payable to the Cost Auditors is required to be ratified by the members
of the Company. Accordingly, resolution seeking members ratification for remuneration to be paid to Cost Auditors
is included at Item No.7 of the Notice convening Annual General Meeting.

20. Secretarial Audit and Secretarial Standards

Pursuant to provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations, M/s. SVD &
Associates, Firm of Company Secretaries in Practice, Pune (Firm Unique Code P2013MH031900 and Peer Review
No.6357/2025), were appointed as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years, to
hold office from the conclusion of Fifty-Second Annual General Meeting held on August 22, 2025 till the conclusion
of Fifty-Seventh Annual General Meeting of the Company to be held in the Year 2030.

The Secretarial Auditors have confirmed that they are not disqualified to continue as Auditors and are eligible to
hold office as Auditors of your Company for FY 2026-27.

The Secretarial Audit Report for the Financial Year ended March 31, 2026, is annexed herewith as Annexure "D".
As referred in the Secretarial Audit Report, as per Regulation 17(1)(b) read with Regulation 17(1E) of the Listing
Regulations, the Board of Directors is required to consist of fifty percent of Independent Directors, where the
Non-Executive Chairperson is Promoter or related to Promoter and Promoter Group. The Company was in search
of the suitable person for the said position and has now complied with the said requirement, by appointing
Additional Independent Director on May 8, 2026.

The Company has received a Settlement order from Securities and Exchange Board of India (SEBI) on
February 23, 2026 in pursuance of the Settlement Application filed on June 3, 2024 with respect to non-obtaining
of prior approval of audit committee for Related Party Transactions of earlier years, for which the Company and
Compliance Officer had paid the prescribed Settlement amount on February 12, 2026 to SEBI.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer, except
as mentioned above.

The Company is compliant with the Secretarial Standards issued by the Institute of Company Secretaries of India
and approved by Central Government under Section 118(10) of the Companies Act, 2013.

21. Information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014

A statement showing details of the employees in terms of Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been provided in a separate annexure forming part of the
Directors' Report. In terms of Section 136 of the Act, the Report and Accounts are being sent to the shareholders
excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company
Secretary at investor@kalyanisteels.com

The information required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, has been provided in Annexure "E"

22. Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on
March 31, 2025, filed with Registrar of Companies, is available on the Website of the Company at www.kalyanisteels.
com The Company shall upload the Annual Return as on March 31, 2026 on the website of the Company, once it
is filed with the Registrar of Companies.

23. Whistle Blower Policy

Pursuant to Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014, Regulation 22 of the Listing Regulations and in accordance with SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Company has formulated Policy on Vigil Mechanism / Whistle Blower.

The Policy provides mechanism for Directors and Employees to report genuine concerns or grievances about
unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or the instances of
leakage of unpublished price sensitive information. The Policy ensures that strict confidentiality is maintained
whilst dealing with concerns raised and also that, no discrimination will be meted out to any person for a genuinely
raised concern.

The Whistle Blower Policy is available on the Company's website at the Web-link www.kalyanisteels.com/profile/
policies/

During the year under review, the Company has not received any complaint under the said mechanism.

24. Particulars of Loans, Guarantees and Investments

Particulars of Loans, Guarantees and Investments covered under Section 186 of the Act, forms part of the notes
to the Financial Statements provided in this Annual Report.

25. Internal Financial Controls

The Company has in place proper and adequate internal financial controls, commensurate with the size, scale
and complexity of its operations. These controls play a key role in protecting assets, identifying and preventing
fraud or mistakes and ensuring the accuracy and completeness of financial records. They also support the
timely preparation of clear, comprehensive and accurate financial statements, in line with established accounting
standards. An extensive program of internal audits and management reviews supplement the process of internal
financial control framework. Documented policies, guidelines and procedures are in place for effective management
of internal financial controls.

The Company has put in place a compliance management tool / framework, which lists all the applicable laws and
compliances and also monitors the compliance status. The Company believes that a good framework is essential
to track statutory compliances for the successful conduct of business operations and high standards of corporate
governance.

26. Material Changes and Commitments, if any, affecting Financial Position of the Company

There are no adverse material changes or commitments that occurred after March 31, 2026, which may affect
the financial position of the Company or may require disclosure.

27. Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and Company's operations in future.

28. Familiarization Programme

Detailed presentations are made to the entire Board including independent Directors from time to time on various
matters such as the Company's operations and business plans, strategic plans, plant operations, regulatory updates
etc. The Functional heads are invited from time to time to present before the Board, key matters pertaining to
their area of expertise.

Apart from the above, the Directors are regularly briefed and updated on the Company's policies and procedures,
business model, the industry and operating environment that the Company operates in. For newly appointed
directors detailed induction program involving the briefing on the Company's philosophy on Governance, Ethics
and Compliance coupled with the Company's policies and interactions with the leadership team is in place.

Additionally, plant visits are organized for the new as well as existing Directors to enable them to understand the
business better.

The details of programmes for familiarization of Independent Directors with the Company are put up on Website
of the Company. (Web-link : http://www.kalyanisteels.com/profile/policies/)

29. Subsidiaries, Joint Ventures or Associate Companies

As on March 31, 2026, the Company has one Subsidiary, one Associate Company and one Joint Venture Company.
A statement containing the salient features of the financial statement of the subsidiary, associate and joint venture
in the prescribed format AOC - 1 is annexed hereto as Annexure "F".

In accordance with Section 129(3) of the Act, the Company has prepared the Consolidated Financial Statements,
which forms part of this Annual Report.

The Policy for determining 'Material' subsidiaries has been displayed on the Company's website viz. www.
kalyanisteels.com/profile/policies/

30. Business Responsibility and Sustainability Report

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms a
part of this Annual Report describing the initiatives taken by the Company on Environment, Social and Governance
(ESG) parameters during the year 2025-26, as annexed hereto as Annexure "G"

31. Transfer to Investor Education and Protection Fund (IEPF)

Pursuant to provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended from time to time, the declared dividends, which
are unpaid / unclaimed for a period of 7 (Seven) years and the shares in relation to such unpaid / unclaimed
dividends shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established
by the Central Government.

Accordingly during the year, an amount of ' 1,319,110/- in respect of dividend declared on August 21, 2018 for
Financial Year 2017-18 was transferred to IEPF along with 19,637 Equity Shares.

The Shareholders may note that both the unclaimed dividend and corresponding shares transferred to IEPF, can
be claimed back from IEPF authorities, after following the procedure prescribed in IEPF Rules. No claim shall lie in
respect thereof with the Company.

32. Obligation of Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for
prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules
framed thereunder. All women employees (permanent, temporary, contractual and trainees), as well as any women
visiting the Company's office premises are covered under the Policy.

The Company has in place effective mechanism viz. the Internal Complaints Committee (ICC) where employees can
voice their concerns and report any incidents of harassment without any hesitation. The Company has ensured
wide dissemination of the Policy and has conducted various awareness programmes at all locations of its offices
and at its plant. During the year under review, no complaints were received by the ICC.

33. Acknowledgement

The Directors wish to convey their deep appreciation for the support and co-operation received from the
Central Government, the Government of Maharashtra, the Government of Karnataka, Karnataka Industrial Area
Development Board, various State Governments in India, Financial Institutions and the Bankers.

The Directors appreciate and value the contribution made by all employees at all levels, resulting in the successful
performance of the Company during the year.

The Directors also take this opportunity to express their deep gratitude for the continued co-operation and
support received from its valued shareholders.

The Directors express their special thanks to Mr.B.N. Kalyani, Chairman of the Company, for his persistent actions
for the progress of the Company.

For and on behalf of the Board of Directors

Place : Pune B.N. Kalyani

Date : May 8, 2026 Chairman