Your directors present this 45^th Annual Report together with the Audited Accounts of the Company for the financial year ended 31^st March
2025.

OPERATIONS AND PROSPECTS

Financial Results (Standalone and Consolidated)

The summary of operating results for the year 2024-25 and the previous 2 years is given below:

PERFORMANCE AND PROJECTIONS

The overall performance for the financial year 2024-25 was strong,
exceeding the previous year's results. The various business segments
delivered mixed performances. The luxury watch retail business
achieved significant revenue and profitability growth. Conversely,
the watch component manufacturing business for the Swiss market
remained under sustained pressure, negatively impacting overall
watch component revenues.

Despite this, manufacturing revenues as a whole improved
compared to the previous year, supported by robust growth in the
precision stamping business and the commencement of commercial
production in the watch bracelets division in October 2024.

During the year, the Company achieved consolidated sales revenue
of Rs. 16,945.7 million, compared to Rs. 14,197.7 million in the
previous year — an impressive growth of 19.4%. Profit before tax
(PBT) increased from Rs. 1,862.3 million to Rs. 1,944.7 million,
registering a growth of 4.4%.

On a standalone basis, salesrevenueroseby6.6%to Rs. 3,836.4 million,
compared to Rs. 3,599.2 million in the previous year. The Company
reported a standalone PBT of Rs. 589.7 million, compared with
Rs. 2,540.1 million in the previous year and net profit after tax (PAT)

of Rs. 492.4 million, compared to Rs. 2,200.5 million in the previous
year However, it is pertinent to note that in the previous year the
Company earned a non-operations profit of Rs. 1,937.7 from the
sale of assets, which was a one-time exceptional income.

MANUFACTURING BUSINESS SEGMENTS

The watch component business remained the largest revenue
contributor within the manufacturing portfolio, though its
share declined from 69% to 55% due to a significant slowdown
in the global watch market, while and the Company's other
manufacturing businesses — namely precision engineering
and packaging - showed strong growth. Additionally, the newly
commissioned watch bracelets unit, which began production
in the second half of the year, contributed approximately 4% to
manufacturing revenues.

The Swiss watch business contracted in 2024 after three years of
post-Covid rebound, with Swiss exports declining 2.8% in value
terms (CHF), marking seven consecutive quarters of decline since
the second half of calendar year 2023. The total number of units
exported in 2024 fell by 9.4% compared to 2023, with the steepest
declines coming from Greater China and Europe.

The year 2025 began with cautious optimism among major brands
and customers, with expectations that trade and non-trade
barriers — particularly from the US — will be resolved by the end
of the year, paving the way for recovery and growth.

In welcome contrast, the domestic watch market showed clear
of recovery, following sluggish demand in the previous year. The
Company remains focused on premiumisation and supplying
high-value, complex-featured products tailored to customer
requirements.

Revenue from the watch components business declined by 17.1%,
following a growth of 10.8% in the previous year. While domestic
market sales improved by 14.7% (which had declined 7.3% in the
prior year), it could not compensate the sharp decline in export
sales of watch components of 26.2% (which had grown by 17.3%
in the prior year).

The precision stamping business emerged as the second-largest
contributor to manufacturing revenue, increasing its share from
26% to 37%. Revenue growth was driven by the Company's efforts
to build relationships with large multinational corporations and
high-potential accounts in selected precision component markets.
The Company has upgraded its technical capabilities, expanded its
product range, and extended its reach into new geographies —
positioning itself for sustainable growth in the coming years.

The ornamental packaging business recorded revenue growth of
12.7%, compared to 18.1% in the previous year. During the year,
commercial production commenced at the new packaging unit in
Panchkula, Haryana. With a capacity of 1,00,000 premium boxes
per month, this facility caters exclusively to high-end customers.
The watch bracelet unit began commercial production in October
2024 and is currently ramping up volumes. With an annual capacity
of 75,000 high-end units, it will serve leading Swiss watchmakers.
Initial customer feedback has been highly encouraging, prompting
consideration for earlier-than-planned capacity expansion.

PROSPECTS

Exports of watch components are expected to recover gradually.
The domestic watch market is likely to sustain its growth trajectory,
offering opportunities to increase market share. Overall revenue
from the watch components business is projected to improve
by 8-10%, driven by higher volumes and improved average
realisations.

Strategic marketing initiatives, including enhanced digital presence
to showcase new products and features, will be key drivers.
Manufacturing excellence will remain a priority, with a focus on
Guaranteed Delivery Dates (GDD), quality, and Turnaround Time
(TAT).

Revenues from the watch bracelet business are expected to
increase steadily as production ramps up, while expanded capacity
in the ornamental packaging business is projected to deliver over
25% growth in that segment. Precision stamping revenues are
expected to grow steadily, supported by market diversification,

customer acquisition, and a strong reputation for quality and
technical capability.

ETHOS LIMITED

During 2024-25, Ethos Limited delivered a robust financial
performance, underscoring the strength of its business strategy,
execution excellence, and the sustained demand across its luxury
watch portfolio. The Company reported a standalone turnover of
Rs. 12,765.14 million, representing strong year-on-year growth
from Rs. 10,200.94 million in 2023-24. This growth was supported
by an increase in premium watch sales and a higher contribution
from the Certified Pre-Owned (CPO) business.

Despite inflationary pressures and global uncertainties, the
Company improved its Profit Before Tax (PBT) to Rs. 1,315.53
million and its Profit After Tax (PAT) to Rs. 982.54 million.
Operationally, Ethos expanded its retail footprint to 73 stores across
26 cities, enhanced its omnichannel capabilities, and secured
new brand partnerships to strengthen its luxury and high-luxury
offerings. These initiatives resulted in higher footfalls, increased
average transaction values, and stronger customer retention.
Overall, the performance reflects strong operational execution,
backed by strategic expansion, customer-centricity, and a resilient
supply chain. The management remains focused on long-term
value creation through profitable and sustainable growth.

Pylania SA

In 2024-25, Pylania SA's operations were impacted by the continuing
slowdown in the Swiss watch industry. The Company maintained its
diversified revenue streams — including partial manufacturing of
watch components, trading in watch components and accessories,
and providing consultancy and advisory services.

Revenue declined from CHF 2.33 million to CHF 1.58 million, a
reduction of 32% compared to the previous year. Operating profit
before tax fell from CHF 0.26 million to CHF 0.22 million, primarily
due to reduced revenue.

As part of its growth strategy, Pylania SA has initiated infrastructure
development and product design capabilities for the manufacture
of high-end, precious stone watch dials targeted at premium Swiss
watch brands.

During the year, Pylania SA extended additional loans of CHF 0.562
million to Estima AG. As of 31^st March 2025, the cumulative loans
— including subordinated loans — stood at CHF 3.482 million.
Pylania SA became a direct 100% subsidiary of KDDL Limited,
following the acquisition of shares held by Kamla International
Holdings SA, in accordance with an independent valuation.

Estima AG

For the fiscal year 2024-25, Estima AG recorded revenue of
CHF 2,933 million. This represents a 29% decline compared to
the previous year, mainly due the slowdown in the Swiss watch
industry. The operating loss increased from CHF 0.553 million to
CHF 1.038 million.

Despite the challenging market, the management remains
confident that an improvement in Swiss market conditions will lead
to a healthier order pipeline and eventual profitability.

During the year, Estima AG invested in strengthening its team,
acquiring selected machinery for high-quality and complex
features, and recruiting skilled professionals for critical roles. The
Company also benefitted from ongoing technical guidance and
support from the parent company.

Kamla International Holdings SA (KIH)

KIH, a wholly owned subsidiary of KDDL Limited, operates as a
special-purpose vehicle for strategic overseas investments. During
the year, KIH transferred its 62.5% equity holding in Pylania SA to
KDDL Limited.

KIH continues to hold a 70% equity stake in Estima AG. In
2024-25, it extended additional loans, including subordinated
loans, amounting to CHF 0.810 million to Estima AG and CHF 0.350
million to Pylania SA.

Kamla Tesio Dials Limited (KTDL)

KTDL, a subsidiary of KDDL Limited, is engaged in the assembly
of watch dials under job contracts for the parent company.
In 2024-25, it reported revenue of Rs. 21.7 million and PBT
of Rs. 5.6 million, compared to Rs. 14.1 million and PBT of
Rs. 0.6 million in the previous year.

Mahen Distribution Limited

MDL, a wholly owned subsidiary of KDDL Limited, is engaged in
workforce recruitment, staffing, and managerial services. However,
these services were suspended for most of 2024-25, as the
Company evaluates alternative revenue and growth opportunities.
During the year, revenue from manpower services fell to
Rs. 6.8 million from Rs. 34.8 million in the prior year. MDL generated
significant interest income from surplus funds arising from the sale
of its investment in Ethos Limited. Other income rose sharply to
Rs. 114.7 million from Rs. 8.8 million in the previous year.

As a result, MDL's PBT increased to Rs. 108.6 million, compared to
Rs. 6.7 million in 2023-24.

Silvercity Brands AG (SCB)

SSCB is engaged in the design, development, assembly, and
distribution of watches under the iconic "Favre Leuba" brand. In
2024-25, SCB recorded revenue of CHF 1.286 million, compared
to CHF 0.113 million in the previous year. The Company reported a
loss of CHF 0.415 million, compared to a loss of CHF 0.105 million
in the prior year.

Management has ambitious plans for the brand's global growth
and remains confident about expanding Favre Leuba's presence in
the years ahead.

OTHER SUBSIDIARIES

(a) Artisan Watch Products Private Limited: The company
was incorporated on 19^th March 2025 as a 80% subsidiary
of KDDL Limited with Mr. Yashovardhan Saboo, Promoter
and Chairman & Managing Director, holding the remaining
20%. The subsidiary aims to expand capabilities in high-end
artisanal watch components. Operations are expected to
commence in 2025-26.

(b) Silvercity Brands AG (additional investment): Mahen
Distribution Limited acquired 8,74,000 fully paid-up equity
shares of CHF 1 each in SCB, increasing KDDL Limited's total
equity holding to 93.07% constituted by direct holding of
20.78%; indirect holding through subsidiary Ethos Limited of
33.88% and through subsidiary Mahen Distribution Limited
of 38.42%.

c) Pylania SA (ownership change): KDDL Limited acquired
12,450 equity shares of Pylania SA from KIH, making Pylania
SA a wholly owned subsidiary.

DIVIDEND

The Board of Directors, at its meeting on 19^th May, 2025,
recommended a final dividend of Rs. 5 per equity share of Rs. 10
each (fully paid-up) for the financial year ended 31^st March, 2025.
Payment of the dividend is subject to approval by shareholders
at the forthcoming Annual General Meeting and will be subject
to applicable tax deduction at source. The book closure date for
determining eligible shareholder is Tuesday, 9^th September, 2025.
This recommendation is in line with the Company's Dividend
Distribution Policy, available at:

https://www.kddl.com/wp-content/uploads/PDF/Dividend%20

Distribution%20Policy.pdf

TRANSFER TO RESERVES

The Board does not propose to transfer any amount to the General
Reserve for the year under review.

BUY BACK OF SHARES

DDuring 2024-25, the Company bought back 2,37,837 fully paid-
up equity shares of Rs. 10 each, representing 1.90% of the paid-up
equity share capital, through a tender offer via the stock exchange
mechanism, at Rs. 3,700 per share. The total buy-back outlay
was Rs. 87,99,96,900, representing 22.35% and 12.06% of the
aggregate of fully paid-up share capital and free reserves as per the
latest audited standalone and consolidated financial statements as
of 31^st March, 2024.

SHARE CAPITAL

Following the buy-back, the subscribed and paid-up share capital
reduced from Rs. 12,53,71,170 (1,25,37,117 equity shares of
Rs. 10 each) to Rs. 12,29,92,800 (1,22,99,280 equity shares of
Rs. 10 each). There was no change in authorised share capital, and
the Company has not issued shares with differential voting rights.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013, Regulation 33 of the
SEBI Listing Regulations, and applicable accounting standards, the
consolidated financial statements of the Company, including its
subsidiaries, form an integral part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing
salient features of the Financial Statements of each of the
subsidiaries, associates and JV Companies in the prescribed Form
AOC-1 as Annexure I forms part of the Annual Report.

CREDIT RATING

During the year under review, ICRA Limited has assigned the
following credit rating:

DEPOSITS

The details of deposits covered under Chapter V of the Companies

Act, 2013 ("the act") is given hereunder:

1. Deposits Accepted/ renewed during the year: Rs 19,61,80,000

2. Deposits outstanding at the end of the year: Rs. 32,85,59,000

3. Deposits remained unpaid or unclaimed as at the end of the
year: Rs. 4,78,000

4. Whether there has been any default in repayment of deposits
or payment of interest thereon during the year and if so,
number of such cases and the total amount involved: NIL

5. The details of deposits which are not in compliance with the
requirements of Chapter: NIL

MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION BETWEEN END OF THE FINANCIAL
YEAR AND DATE OF REPORT

There have been no material changes and commitments for
the likely impact affecting financial position between end of the
financial year and the date of the report. Also, there has been no
change in the nature of business of the Company.

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.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS
UNDER SECTION 186

The details of loans, guarantees and investments covered under
the provisions of Section 186 of the Act, are given in the respective
notes to the standalone financial statements of the Company.

RELATED PARTY TRANSACTIONS

All transactions with related parties were reviewed and approved
by the Audit Committee and were in accordance with the Policy on
dealing with and materiality of related party transactions and the
related party framework formulated and adopted by the Company.
All contracts/arrangements/transactions entered into by the
Company during the year under review with related parties were
in the ordinary course of business and on arm's length basis in
terms of provisions of the Act. There are no material significant
related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons
and their relatives which may have a potential conflict with the
interest of the Company at large.

The details of the related party transactions as per Indian
Accounting Standards (IND AS) - 24 are set out in Notes to the
standalone financial statements of the Company. Disclosures of
related party transactions in terms of Regulation 23 of the Listing
Regulations submitted to Stock Exchanges for the half year on a
consolidated basis, in the specified format -are available on the
website of the Company at www.kddl.com.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in
Annexure II to this Report.

BOARD DIVERSITY

KDDL Limited strongly acknowledges that diversity at the Board
level is crucial to its continued success and competitive advantage.

The Company emphasizes that true diversity goes beyond gender
or ethnicity—it encompasses a broad mix of thought, perspective,
regional and industry experience, cultural and geographical
background, age, ethnicity, race, gender, knowledge and skills
including expertise in financial, global business, leadership,
technology, mergers & acquisitions, Board service, strategy, sales,
marketing and other domains. The Board Diversity Policy is a
core component of the Company's Nomination & Remuneration
Policy, demonstrating KDDL's commitment to structured, inclusive
leadership and the same is available on our website, at https://
www.kddl.com/wp-content/uploads/PDF/Nomination%20&%20
Remuneration.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory
modification(s) and/or re-enactment(s) thereof for the time being
in force), the Directors of the Company state that:—

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

(ii) 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;

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

(iv) the directors had prepared the annual accounts on a going
concern basis; and

(v) the directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively.

(vi) 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.

DECLARATION FROM DIRECTORS

The Company has, inter alia, received the following declarations
from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under
the provisions of the Act, read with the Schedule and Rules
issued thereunder, and the Listing Regulations. There has
been no change in the circumstances affecting their status as
Independent Directors of the Company;

• they have complied with the Code for Independent Directors
prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent
Director's Database maintained by the Indian Institute of
Corporate Affairs.

None of the Directors of the Company are disqualified for being

appointed as Directors as specified under Section 164(2) of the

Act read with Rule 14(1) of the Companies (Appointment and

Qualification of Directors) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Appointment/Re-appointment of Non-Executive Directors:

The Shareholders of the Company at their 44^th AGM held on
27^th September, 2024 confirmed the re- appointment of
Mr. Jai Vardhan Saboo (DIN: 00025499) who retired by
rotation at 44^th Annual General Meeting and offered himself
for reappointment.

(ii) Pursuant to the recommendations of Nomination and
Remuneration Committee and Audit Committee, the Board
of Directors of the Company at its meeting held on 19^th May,
2025 appointed Mr. Chitranjan Agarwal (DIN: 00095715) as
an Additional Director (Independent) who shall hold office
till the date of ensuing Annual General Meeting (AGM)
of the Company. The Company sought approval from the
Shareholders of the Company by way of Postal Ballot Notice
dated 19^th July, 2025 for his appointment as an Independent
Director for a period of 5 consecutive years commencing
from 19^th May, 2025 to 18^th May, 2030.

(iii) Pursuant to the recommendations of Nomination and
Remuneration Committee and Audit Committee, the Board
of Directors of the Company through resolution passed
by circulation on 30^th May, 2025 appointed Mr. Anurag
Maheshwari (DIN: 02872318), as an Additional Director
(Independent) who shall hold office till the date of ensuing
Annual General Meeting (AGM) of the Company. The
Company sought approval from the Shareholders of the
Company by way of Postal Ballot Notice dated 19^th July, 2025
for his appointment as an Independent Director for a period
of 5 consecutive years commencing from 30^th May, 2025 to
29^th May, 2030.

(iv) In accordance with the provisions of Companies Act, 2013,
Mrs. Anuradha Saboo (DIN: 01812641) retires by rotation
at the ensuing Annual General Meeting and being eligible,
offers herself for reappointment. Necessary resolution for
the re-appointment of Mrs. Anuradha Saboo forms part of
the Notice convening 45^th Annual General Meeting (AGM).
The Board recommends her re-appointment for the approval
of the members.

The necessary disclosures required under the Act, the
Listing Regulations and Secretarial Standards-2 on General
Meetings issued by the Institute of Company Secretaries of

India ("ICSI"), for the above-mentioned re-appointment are
provided in the Notice of 44^th AGM of the Company.

In the opinion of the Board, all the Directors, as well as the
Director proposed to be re-appointed, possess the requisite
qualifications, experience and expertise and hold high
standards of integrity.

During the year under review, the Non-Executive Directors
(NEDs) of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees
received by them for attending the meetings of the Board of
Directors and Committee thereof and/or interest on deposits
and dividend payment, if any.

(v) Mr. Anil Khanna and Mrs. Ranjana Agarwal, Independent
Directors of the Company ceased to be Directors w.e.f
6^th August, 2024, upon completion of their second term of 5
(Five) consecutive years.

Key Managerial Personnel

Mr. Yashovardhan Saboo - Chairman & Managing Director, Mr.
Sanjeev Kumar Masown - Whole time Director cum Chief Financial
Officer and Mr. Brahm Prakash Kumar - Company Secretary, are the
Key Managerial Personnel of the Company. During the year under
review, there were no changes to the Key Managerial Personnel of
the Company.

BOARD MEETINGS

During the year under review, 8 (eight) meetings of the Board of
Directors were held. The intervening gap between the Meetings
was within the period prescribed by the Act and the Listing
Regulations.

BOARD COMMITTEES

As on 31^st March 2025, the Board has 5 (five) Committees: Audit
Committee, Nomination and Remuneration Committee, Corporate
Social Responsibility Committee, Risk Management Committee
and Stakeholders Relationship Committee.

During the year, all recommendations of the Committees of the
Board which were mandatorily required have been accepted by
the Board. The composition and terms of reference of all the
Committees of the Board of Directors of the Company is in line
with the provisions of the Act and the Listing Regulations.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Listing
Regulations and in accordance with the manner of evaluation, the
Board carried out an annual performance evaluation of its own
performance, board committees and of the Directors individually
(including Independent Directors). A separate meeting of the
Independent Directors was convened during the financial year
under review, which, inter alia, reviewed the performance of the

Board as a whole, the non-independent directors and the Chairman
of the Company after taking into account the views of Executive
and Non-executive Directors, assessed the quality, quantity and
timeliness of flow of information between the Management and
the Board of Directors that is necessary for the Board of Directors
to effectively and reasonably perform their duties and expressed
satisfaction over the same.

NOMINATION AND REMUNERATION POLICY

The Company has in place a policy for remuneration, nomination,
selection and appointment of Directors, KMPs and Senior
Management, approved by the Board of Directors. The Policy
broadly lays down the guiding principles, criteria and the basis
for payment of remuneration to the Executive and Non-Executive
Directors (by way of sitting fees and commission), KMPs and Senior
Management. The criteria for the selection of candidates for the
above positions cover various factors and attributes, which are
considered by the Nomination & Remuneration Committee and
the Board of Directors while selecting candidates. The policy details
are explained in Corporate Governance Report which forms part
of the Annual Report. The policy can also be accessed at https://
www.kddl.com/wp-content/uploads/PDF/KDDL_Remuneration_
Policies.pdf

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the
Listing Regulations, the Company has put in place a Familiarisation
Programme for the Independent Directors to familiarise them with
the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business
model etc. The details of the training and familiarisation program
are posted on the website of the Company and can be accessed at
https://www.kddl.com/familiarisation-programme.

BOARD POLICIES

The various policies that the Board has approved and adopted in
accordance with the requirements set forth by the Act and the
SEBI Listing Regulations can be accessed at our website at https://
www.kddl.com/codes-and-policies/

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to making a positive social impact
through its Corporate Social Responsibility (CSR) initiatives in
the areas environmental sustainability, promoting education,
enhancing vocational skills and promoting healthcare including
preventive healthcare.

In this direction and in terms of provisions of Section 135 of the
Companies Act, 2013, read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 (as amended), the Company was
required to spend 2% of the average net profits of the immediately
preceding three financial years towards its Corporate Social

Responsibility (CSR) obligations for the financial year 2024-25
amounting to Rs. 116.62 lacs. However, the Company spent Rs.
86.91 lacs during the said financial year, resulting in an unspent
amount of Rs. 29.71 lacs.

Certain CSR projects required more time for evaluation, partner
selection, and implementation planning, resulting in unspent
funds during the reporting year. In accordance with the provisions
of Section 135 of the Companies Act, 2013, the Company has
transferred unspent CSR amount relating to ongoing projects to
a separate CSR Unspent Account before 30^th April, 2025. The
Company is actively taking necessary steps to ensure that the
unspent CSR funds are fully utilised towards approved projects
within the financial year 2025-26.

A annual report on the CSR activities undertaken during the
financial year ended 31^st March 2025, in accordance with Section
135 of the Act and the Companies (Corporate Social Responsibility
Policy) Rules, 2014 ("CSR Rules") is set out in Annexure III to this
Report. The Company's CSR Policy is available on our website, at
https://www.kddl.com/wp-content/ uploads/PDF/ KDDL_CSR_
Policy.pdf.

VIGIL MECHANISM

At KDDL, we are committed to maintaining the highest standards
of professional integrity and ethical conduct across all aspects of
our business operations.

To support this commitment, the Company has established a
robust vigil mechanism through its Whistle Blower Policy, which
has been duly approved and adopted by the Board of Directors.
The Policy also provides adequate protection to all its stakeholders
who report unethical practices and irregularities. Any incidents
that are reported are investigated and suitable action is taken in
line with the Company's Whistle Blower Policy. No person is denied
access to the Audit Committee.

The Whistleblower Policy is available on our website, at https://
www.kddl.com/wp-content/uploads/PDF/Whisle%20Blower%20
Policy.pdf

RISK MANAGEMENT

The mandatory disclosure of a risk management policy underscores
the importance of proactive risk management for the Company's
sustainability. Identifying risks that could potentially threaten the
Company's existence emphasises the Board's responsibility to
consider both immediate and long-term threats to the Company's
viability and to implement appropriate mitigation strategies.
In order to comply with the above requirements, the Board
of Directors has established a Risk Management Committee
to oversee the spectrum of organisational risks diligently. The
Corporate Governance Report, an integral part of this document,
provides detailed insights into the committee's operations. The

committee evaluates the effectiveness of risk mitigation strategies,
ensuring they are robust and responsive. In line with this, the
Board has endorsed a comprehensive Risk Management Policy, a
synopsis of which can be accessed on our website at https:// www.
kddl.com/wp-content/uploads/PDF/policies/RCM-19-12-2022.pdf.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Board strongly believes in providing a safe and harassment
free workplace for each and every individual working for the
Company through various interventions and practices. It is the
continuous endeavour of the Management of the Company to
create and provide an environment to all its employees that is free
from discrimination and harassment including sexual harassment.
The Company has adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules
made thereunder.

The Company periodically conducts sessions for employees across
the organisation to build awareness about the Policy and the
provisions of the Prevention of Sexual Harassment Act. During the
year under review, the Company has not received any complaint
related to sexual harassment and accordingly, no complaint was
pending as on 31^st March 2025. The Company has complied with
provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34(2)(f) of the Listing Regulations,
the Business Responsibility and Sustainability Report ("BRSR") is
attached as Annexure - IV forming part of this report.

ANNUAL RETURN

In terms of Section 92(3) of the Act and rule 12 of the companies
(Management and Administration) Rules, 2014, the Annual Return
is available on the website of the Company at www.kddl.com.

CORPORATE GOVERNANCE REPORT

Our corporate governance practices are a reflection of our value
system encompassing our culture, policies, and relationships with
our stakeholders. Integrity and transparency are key to our corporate
governance practices to ensure that we gain and retain the trust
of our stakeholders at all times. Corporate governance is about
maximisang shareholder value legally, ethically and sustainably. At
KDDL, the Board exercises its fiduciary responsibilities in the widest
sense of the term. Our disclosures seek to attain the best practices
in international corporate governance. We also endeavor to
enhance long-term shareholder value and respect minority rights
in all our business decisions. The Corporate Governance Report

and the certificate from the Independent Company Secretary, as
stipulated in Schedule V of the Listing Regulations, are provided in
a separate section which forms part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on the 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 set out in Annexure-V to the
Board's Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to 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 to this report as Annexure VI-A.
In terms of the provisions of 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, a statement
showing the names and other particulars of employees is attached
to this report as Annexure VI- B.

AUDITORS AND AUDITORS' REPORT
Statutory Auditor

Upon completion of their term as Statutory Auditors of the
Company, M/s S. R. Batliboi & Co. LLP, Chartered Accountants
(Firm Registration No. 301003E/E300005), ceased to hold office at
the conclusion of the 44^th Annual General Meeting (AGM) of the

Company. Accordingly, the Shareholders of the Company at 44^th
Annual General Meeting (AGM) held on 27^th September, 2024 had
appointed M/s Walker Chandiok & Co. LLP, Chartered Accountants
(ICAI Firm registration no. 001076N/N500013), as Statutory
Auditors of the Company for a term of five years to hold office
from the conclusion of the 44^th Annual General Meeting of the
Company till the conclusion of the 49^th Annual General Meeting
of the Company.

The report of the Statutory Auditor forms part of Annual Financial
Statements 2024-25 (Standalone and Consolidated). The said
report does not contain any qualification, reservation or adverse
remark. Information referred to in the Auditors' Reports are self¬
explanatory and do not call for any further comments.

Cost Auditor

During the year, the Company maintained cost records of its Eigen
unit, pertaining to electricals or electronic products and tools in
accordance with the provisions of Section 148 of the act, read
with the Companies (Cost Records and Audits) Rules, 2014. M/s
Khushwinder Kumar & Co., Cost Accountants (FRN.: 100123) the
Cost Auditor of the Company conducted the audit of cost records

of Company's EIGEN unit for financial year commencing from 1^st
April 2024 to 31^st March 2025.

The Board of Directors of the Company, on the recommendations
of the Audit Committee has reappointed M/s Khushwinder Kumar
& Co. Cost Accountants (FRN: 100123) as the Cost Auditor of the
committee to conduct the audit of cost records of Company's Eigen
unit for the financial year 2025-26. As required under the Act read
with the Companies (Cost Records and Audit) Rules, 2014, the
remuneration payable to Cost Auditors must be placed before the
Members at a general meeting for ratification. Hence, a resolution
for the same forms part of the notice of the 45^th AGM.

Secretarial Auditor

The Secretarial Audit Report for the financial year 2024-25 given
by M/s A. Arora & Co., Practicing Company Secretaries (C.P. No.:
993) is attached herewith as Annexure VII. There has been no
qualification, reservation, adverse remark or disclaimer given by
the Secretarial Auditors in their Report. Information referred to in
the Secretarial Auditors' Report are self-explanatory and do not
call for any further comments.

In order to comply with the recent amendments of Listing
Regulations read with the provisions of Section 204 of the Act
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, Board of Directors of the
Company has proposed and recommended to appoint M/s A.
Arora & Co., Company Secretaries, Chandigarh, a proprietary firm
with Mr. Ajay K. Arora (ICSI Membership No.: FCS 2191 and CP No.:
993) being its proprietor, as Secretarial Auditors of the Company
for a term of 5 (Five) consecutive Years from the conclusion of 45^th
Annual General Meeting ('AGM') of the Company till the conclusion
of the 50^th AGM to be held in the year 2030 ('the term'), to carry
out the Secretarial Audit from financial year 2025-2026 to financial
year 2029-2030. Necessary resolution forms part of the notice of
45^th AGM.

REPORTING OF FRAUDS BY AUDITORS

None of the Auditors of the Company has identified and reported
any fraud as specified under the second proviso of Section 143(12)
of the Act.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There are no proceedings, initiated by any Financial Creditor or
Operational Creditor or by the Company, under the Insolvency and
Bankruptcy Code, 2016 as amended, before National Company
Law Tribunal or other courts during the year 2024-2025.

INTERNAL FINANCIAL CONTROLS (IFC) AND THEIR ADEQUACY

The Company maintains adequate internal control systems,
policies and procedures for ensuring orderly and efficient conduct
of the business, including adherence to the Company's policies,

safeguard of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records
and timely preparation of reliable financial disclosures in all areas
of its operations. The services of internal and external auditors
are sought from time to time as well as in-house expertise and
resources. The Company believes that it has sound internal control
systems commensurate with the nature and size of its business.
The Company continuously upgrades these systems in line with
best-in-class practices.

These reports and deviations are regularly discussed with the
Management Committee members and actions are taken,
whenever necessary. The Audit Committee of the Board
periodically reviews the adequacy of the internal control systems.

LISTING OF SHARES

The shares of the Company are listed on BSE Limited and National
Stock Exchange of India Limited and the listing fee for the year
2025-26 has been duly paid.

PERSONNEL

Your directors place on record, their appreciation for the significant
contribution made by all the employees, whose competence, hard
work, and co-operation, has enabled the Company to perform well.

CYBER SECURITY

Due to the rise in cyberattacks, we regularly review our
cybersecurity practices and improve our processes and technology
controls based on new threats. Our company has real-time

security monitoring in place, along with necessary controls at
different levels, from individual user devices to networks, servers,
applications, and data.

PROHIBITION OF INSIDER TRADING

The Company has established a Code of Conduct for Prohibition of
Insider Training ("Code") to govern, monitor, and report trading in
the Company's shares by designated persons and their immediate
relatives, in accordance with the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015. The
Code outlines the procedures that designated persons must follow
when trading or dealing in the Company's shares and sharing
Unpublished Price Sensitive Information ("UPSI"). The Code can
be accessed at the Company's website at https://www.kddl.com/
insider-trading/

TRADE RELATIONS

The Board wishes to place on record its appreciation for the
support and co-operation that the Company received from its
suppliers, and other associates. The Company has always looked
upon them as partners in its progress and has happily shared
with them rewards of growth. It will be Company's endeavor to
build and nurture strong links based on mutuality, respect and co¬
operation with each other and consistent with customer interest.

ACKNOWLEDGEMENTS

Your directors take this opportunity to thank all the investors,
clients, vendors, banks, regulatory and government authorities, for
their continued support.

For and on behalf of the Board of Directors
Yashovardhan Saboo

D_at_e: 14^th A_ug_ust 2025 Chairman & Managing Director

Place: Gurugram DIN: 00012158