Your Directors are pleased to present the 46^th Annual Report and the Audited Financial Statements of the Company for the financial year
ended 31^st March 2026.

OPERATIONS AND PROSPECTSFinancial Results (Standalone and Consolidated)

PERFORMANCE AND PROJECTIONS

The financial performance for the financial year 2025-26 was better
than expectations despite very challenging market environment,
continuous slowdown in Swiss watch industry, geo-political tensions
due to wars, uncertain economic pressures, tariff issues and
protectionist approach by major markets, regulatory restrictions and
wide fluctuations in currency.

The various business segments delivered mixed performances.
The luxury watch retail business achieved significant revenue
growth, but the profitability was flat due to major impact of forex
fluctuation and front ending of expenses related to marketing
and new stores opening. The watch component manufacturing
business for the Swiss market remained under sustained pressure
as the volume of watches exported from Switzerland declined by
4.8% (almost 740,000 watches) during the year.

Despite the slowdown in Swiss watch market, the manufacturing
revenues witnessed healthy growth compared to the previous
year, supported by robust growth in the precision stamping
business, enhancement of capacity utilisations in the watch
bracelets division, packaging business and the enhanced volumes
in the domestic watch market.

During the year, the Company achieved consolidated sales revenue
of Rs. 22,077.8 million, compared to Rs. 16,945.7 million in the

previous year — an impressive growth of 30.3%. Profit before tax
(PBT) increased from Rs. 1,895.0 million to Rs. 1,956.6 million,
registering a growth of 3.2%. On a standalone basis, operational
sales revenue rose by 31.6% to Rs. 5,048 million, compared to Rs.
3,836.4 million in the previous year. In addition to this, company
had non-operational revenue of Rs. 192.7 million during the year.
The Company reported a standalone PBT of Rs. 964.6 million,
compared with Rs. 588 million in the previous year and net profit
after tax (PAT) of Rs. 766 million, compared to Rs. 492.4 million in
the previous year.

MANUFACTURING BUSINESS SEGMENTS

The watch component business comprising of watch hands, watch
dials, indexes and steel bracelets remained the largest revenue
contributor within the manufacturing portfolio, though its share
declined marginally from 55.4% to 55.3%, but the share of steel
bracelets improved from 3.2% (out of 55.3%) to 7.6% (out of
55.4%) with increased capacity utilisations and revenue for the
full year compared to previous year revenue for partial year. The
Company's other manufacturing businesses — namely precision
engineering and packaging - also showed strong growth.

The Swiss watch exports business declined for the second year in a
row from 2024 onwards, with Swiss exports declining 1.7% in value

terms (CHF), marking eleven consecutive quarters of decline since
the second half of calendar year 2023. The total number of units
exported in 2025 fell by 4.8% compared to 2024, with the steepest
declines coming from Greater China, wherein the exports have
decreased by over a third in last two years. At the same time, the
price of gold and the Swiss franc reached record highs, significantly
increasing the cost of Swiss watches, especially on foreign markets.
United States remains the main destination market for the Swiss
watch exports and accounted for 17% of the overall exports
in 2025. Nonetheless, trade was significantly disrupted by the
announcement on tariffs. As expected, decline in the initial part
of the year were offset by growth over the course of the year,
resulting in an annual decline of 0.5%. Similarly, the decline of 0.3%
in Europe was more moderate with growth in France ( 1.3%) was
not sufficient to offset the downturn in Germany (-6.8%), while the
United Kingdom ( 0.1%) and Italy (-0.5%) remained close to the
results achieved in 2024.

Year 2026 began with cautious optimism among major brands and
customers, with expectations of bottoming out of the slowdown
in Swiss exports. However, the US-Iran war brought additional
uncertainty in the Gulf and Middle East region coupled with
ripple effects in other European and Asian markets. The trend of
slowdown is expected to reverse over next two quarters with the
normalisation of war situation and recovery in the major markets.
Conversely, the Chinese market is expected to remain flat and not
recover quickly.

In welcome contrast, the domestic watch market continued to
show clear growth and recovery compared to the previous year.
The Company remains focused and aligned on premiumisation
and supplying high-value, complex-featured products tailored to
customer requirements. The total revenue of watch components
business including steel bracelets increased by 31.3% compared
to previous year with domestic and exports revenue increasing by
20.9% and 35.5% respectively.

The precision engineering business emerged as the second-largest
contributor to manufacturing revenue, increasing its share from
38.3% to 39.4%. The revenue from this business increased by
35.6% compared to previous year and the major growth coming
from exports with growth of 49.7%. This business generates more
than 75% of the revenue from exports. 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 continues to upgrade
and add new 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 37.3% over the previous year. During the year, the capacity
utilisation of new packaging unit in Panchkula, Haryana also
increased. The Company continues to focus and add new

customers to serve leading Swiss watchmakers and other
customers initially for the Indian requirements and then leading
to global requirements. Initial customer feedback has been highly
encouraging and promising.

PROSPECTS

Exports of watch components are expected to recover slowly
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 10-12%, 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). The expanded capacity and addition of
new customers 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 FY 2025-26, Ethos Limited delivered strong top-line growth,
even as profitability was tempered by external cost pressures. On
a standalone basis, turnover (including other income) rose to Rs.
1,65,311.97 Lacs, an increase of approximately 29.5% over Rs.
1,27,651.39 Lacs in the previous year, while consolidated turnover
grew by a comparable margin to Rs. 1,65,840.54 Lacs. This growth
was led by a deliberate shift towards the luxury and high-luxury
segments, volume growth, and the continued scaling of the
certified pre-owned (CPO) business.

Profitability reflected a more demanding operating environment.
Standalone profit before tax and profit after tax moderated to
Rs. 12,746.95 Lacs and Rs. 9,492.23 Lacs respectively (from Rs.
13,155.29 Lacs and Rs. 9,825.41 Lacs), while on a consolidated
basis profit before tax rose to Rs. 13,085.16 Lacs and profit after tax
(after minority interest) stood at Rs. 9,476.52 Lacs. Margins were
affected principally by the sharp appreciation of the Swiss Franc
against the Rupee, up over ~23% during the year and crossing
Rs. 120 in January 2026, which increased the cost of imported
inventory, together with higher marketing investment and the
upfront costs of an accelerated pace of boutique expansion.
Consequently, the operating profit margin moderated to 9.55%
and the net profit margin to 5.89%. Earnings per share of Rs. 36.27
(standalone) and Rs. 36.21 (consolidated) additionally reflect the
enlarged equity base following the rights issue undertaken during
the year.

Operationally, the Company expanded its boutique network
from 73 to 94 boutiques across 30 cities (103 boutiques across
34 cities as on date), deepened its omnichannel capabilities,

strengthened its after-sales service vertical, and added new brand
partnerships across its luxury and high-luxury portfolio — including
the reorganisation of its lifestyle vertical, comprising the Messika
and Rimowa businesses, under a dedicated entity, Ethos Lifestyle
Private Limited. These initiatives supported higher footfalls, a
richer product mix, and stronger customer engagement.

The Company's Balance Sheet strengthened materially during
the year. The current ratio improved to 5.48 times (from 4.97),
reflecting a more robust liquidity position, while the debt-equity
ratio eased to 0.21 times (from 0.28), aided by the equity raised
through the rights issue. The Debtors Turnover Ratio improved
to 90.54 times (from 73.99), reflecting efficient receivables
management, and the Inventory Turnover Days improved to 222
days (from 246) reflection of better inventory management. The
Interest Coverage Ratio moderated to 5.80 times (from 7.78),
primarily on account of lower operating profit and higher finance
costs associated with lease liabilities recognised on new boutiques
under Ind AS 116.

Overall, the Company's performance reflects healthy operational
execution and disciplined balance-sheet management, even as
currency and expansion-related costs weighed on near-term
margins. The management remains focused on long-term value
creation through profitable and sustainable growth.

Pylania SA

During 2025-26, Pylania SA's operations witnessed recovery
in revenue and recorded revenue growth of 43% compared to
previous year. 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 recorded growth from
CHF 1.58 million to CHF 2.26 million, an improvement of 43%
compared to the previous year. However, Operating profit before
tax fell from CHF 0.22 million to CHF 0.13 million, primarily due
to change of revenue mix, increased overheads for adding new
capabilities and infrastructure for the additional revenue stream.
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. Revenue from the new capabilities is expected
to commence in FY27. During the year, Pylania SA extended
additional loans of CHF 0.542 million to Estima AG. Pylania has also
converted the existing loans (including subordinated loans) of CHF
2.885 million into equity. Pylania holds 31.28% (Previous year 30%)
equity capital of Estima.

As of 31^st March 2026, the cumulative loans stood at CHF 1.139
million.

Estima AG

For the fiscal year 2025-26, Estima AG recorded revenue of CHF
3.352 million. This represents 14% growth compared to the

previous year, mainly due to enhanced capacity utilisations. The
operating loss reduced marginally from CHF 1.038 million to CHF

0.98 million.

Despite the challenging market, the management remains
cautiously optimistic that an improvement in Swiss market
conditions will lead to a healthier order pipeline and eventual
profitability. During the year, Estima AG continues to invest in
strengthening its team, acquiring selected machinery for high-
quality and complex features, and recruiting skilled professionals
for critical roles. The Company also benefits from ongoing technical
guidance and support from the parent company.

During the year, the equity capital of Estima was increased from
CHF 1,000,000 to CHF 1,071,000 by issuance of 71 additional
equity shares of CHF 1000 each @ CHF 82440 including share
premium of CHF 81,440.

Pylania and KIH have also waived the subordinated loans of CHF
2.443 million and CHF 4.35 million. These loans were acquired by
Pylania and KIH from previous owners at NIL consideration.

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 converted loan to Estima (including subordinated
loans) of CHF 2.967 million into equity. KIH holds 68.72% (Previous
year 70%) equity capital of Estima.

KIH has also provided loan of CHF 1.077 million to Pylania as on
31^st March 2026.

Kamla Business Services Limited (KBSL) (Formerly known as
Kamla Tesio Dials Limited)

KBSL, a subsidiary of KDDL Limited, is engaged in the assembly
of watch dials under job contracts for the parent company. In
2025-26, it reported revenue of Rs. 25.4 million and PBT of Rs. 3.8
million, compared to Rs. 21.7 million and PBT of Rs. 5.6 million in
the previous year.

Mahen Distribution Limited (MDL)

MDL, a wholly owned subsidiary of KDDL Limited, is engaged in
workforce recruitment, staffing, and managerial services. During
the year, revenue from manpower services fell to Rs. 0.46 million
from Rs. 6.80 million in the prior year. MDL also generated interest
income from surplus funds arising from the sale of its investment
in Ethos Limited. Other income declined from Rs. 114.7 million
from Rs. 42.05 million in the previous year. As a result, MDL's PBT
decreased from Rs. 108.6 million in 2024-25 to Rs. 33.80 million
during the year.

During the year, MDL has subscribed to 11,30,199 equity shares
of its fellow subsidiary company Ethos Limited having a face value
of Rs. 10 each at an issue price of Rs. 1800 per share (including a
premium of Rs. 1790 per rights equity share).

During the year, the Company made a second instalment of CHF
12,49,820 towards the acquisition of 874,000 equity shares of CHF
1 each, issued at a premium of CHF 1.86 per share of Silvercity
Brands AG.

Silvercity Brands AG (SCB)

SSCB is engaged in the design, development, assembly, and
distribution of watches under the iconic "Favre Leuba" brand. In
2025-26, SCB recorded revenue of CHF 3.309 million, compared
to CHF 1.286 million in the previous year. The Company reported
a loss of CHF 1.15 million, compared to a loss of CHF 0.415 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.

Artisan Watch Products Private Limited

The newly incorporated subsidiary company aims to expand
capabilities in high-end artisanal watch components. Presently
the production trials are being undertaken, and the Company is
expected to commence operations during the current year.

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 23,95,91,000

2. Deposits outstanding at the end of the year: Rs. 51,06,01,000

3. Deposits remained unpaid or unclaimed as at the end of the
year: NIL

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

SHARE CAPITAL

The authorised share capital of the Company remained unchanged
during the financial year under review. The subscribed and paid-
up share capital of the Company as at 31^st March 2026 stood at
Rs. 12,29,92,800 (Rupees Twelve Crores Twenty-Nine Lacs Ninety-
Two Thousands Eight Hundred only), comprising 1,22,99,280 (One
Crores Twenty-Two Lacs Ninety-Nine Thousands Two Hundred
Eighty) equity shares of Rs. 10 (Rupees Ten) each.

The Company did not issue any shares or other convertible
securities, including sweat equity shares or securities under stock
option schemes, during the year.

TRANSFER TO RESERVES

The Board of Directors has not proposed any transfer to the
General Reserve for the financial year under review.

DIVIDEND

The Board of Directors has recommended a final dividend of Rs.
8 (80%) per equity share of face value of Rs. 10 each, subject
to the approval of the shareholders at the ensuing Annual
General Meeting ("AGM"). The final dividend, if approved by the
shareholders, will be paid within the prescribed time after the
conclusion of the AGM to those members whose names appear in
the Register of Members or in the records of the depositories as on
the Record Date, i.e., Tuseday, 8^th september 2026.

During the financial year under review, the Company declared and
paid an interim dividend of Rs. 15 (150%) per equity share of face
value of Rs. 10 each.

Accordingly, the total dividend for the financial year 2025-26,
including the recommended final dividend, aggregates to Rs. 23
(230%) per equity share of face value of Rs. 10 each.

The interim dividend declared and the final dividend recommended
by the Board of Directors for the financial year 2025-26 are in
accordance with the Company's Dividend Distribution Policy,
formulated pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The
Policy is available on the Company's website i.e https://www.kddl.
com/wp-ontent/uploads/PDF/Dividend%20Distribution%20Policy.
pdf

CREDIT RATING

There has been no change in the credit rating during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

No material changes or commitments affecting the financial
position of the Company have occurred since the close of the
financial year ended 31^st March 2026 up to the date of this Report.
Further, there has been no change in the nature of the business of
the Company during the said period.

SIGNIFICANT AND MATERIAL ORDERS

During the financial year under review, no significant or material
orders were passed by any regulatory authority, court or tribunal
that would impact the going concern status of the Company or its
future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments covered
under the provisions of Section 186 of the Companies Act, 2013,
if any, are disclosed in the relevant notes forming part of the
standalone financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company have been
prepared in accordance with the provisions of the Companies Act,
2013, the applicable Indian Accounting Standards ("Ind AS") and
other applicable statutory requirements. The audited Consolidated
Financial Statements, together with the Independent Auditor's
Report thereon, form part of this Annual Report.

The Consolidated Financial Statements present the financial
performance, financial position and cash flows of the Company
and its subsidiary(ies)/associate(s)/joint venture(s), as applicable.

In accordance with the provisions of Section 136 of the Companies
Act, 2013, the audited financial statements of the Company,
including the Consolidated Financial Statements, together with
the separate audited financial statements of its subsidiary(ies),
are available on the Company's website at https://www.kddl.com/
financial-dashboard-yearly/

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.

RELATED PARTY TRANSACTIONS (RPTS)

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(3) (c) and 134(5) of
the Act, with respect to Directors' Responsibility Statement, the
Directors confirm:

a) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures.

b) That they had selected such accounting policies and applied
them consistently, and made judgements 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) That they 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;

d) That they had prepared the annual accounts on a going
concern basis;

e) That they 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) That they had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

BOARD DIVERSITY

The Company believes that a diverse Board is essential for effective
corporate governance, sound decision-making and the creation of
sustainable long-term value. The Board comprises individuals with
diverse skills, expertise, experience and backgrounds, enabling
balanced deliberations and informed decision-making.

The Company's approach to Board diversity extends beyond
gender and encompasses diversity in terms of age, experience,
professional expertise, industry knowledge, functional skills,
cultural and geographical background, and other attributes that
contribute to an effective and balanced Board.

The Board Diversity Policy forms an integral part of the Company's
Nomination and Remuneration Policy and provides the framework
for achieving an appropriate balance of diversity on the Board.
The Policy is available on the Company's website at https://
www.kddl.com/wp-ontent/uploads/PDF/Nomination%20&%20
Remuneration.pdf.

DIRECTORSDeclaration by Independent Directors

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

have declared their compliance with Rules 6(1) and 6(2) of the
Companies (Appointment and Qualification of Directors) Rules,
2014, regarding their inclusion in the data bank of Independent
Directors maintained by the Indian Institute of Corporate Affairs
and all received the confirmation that they have complied with the
code of Independent Directors prescribed in Schedule IV of the act.
There have been no changes in the circumstances affecting their
status as Independent Directors of the Company. In the opinion
of the Board, the Independent Directors meet the conditions
specified under the Act and the Listing Regulations, and they
remain independent of management.

Appointment/Re-appointment of Non-Executive Directors

i) The Shareholders of the Company at their 45^th AGM held on
15^th September 2025 confirmed the re- appointment of Mrs.
Anuradha Saboo (DIN: 01812641) who retired by rotation
at 45^th Annual General Meeting and offered herself 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 15^th
December 2025, recommended the appointment of Mr.
Hanspeter Pieth (DIN: 01812641), as a Non-Executive Non¬
Independent Director of the Company w.e.f 1^st February
2026. The Shareholders by way of Postal Ballot Resolution
dated 30^th January 2026 approved the appointment of Mr.
Hanspeter Pieth (DIN: 01812641), as a Non-Executive Non¬
Independent Director of the Company w.e.f 1^st February
2026.

iii) Pursuant to the recommendations of Nomination and
Remuneration Committee and Audit Committee, the
Board of Directors of the Company at its meeting held on
15^th December 2025, recommended the reappointment
of Mr. Yashovardhan Saboo (DIN: 00012158) as Chairman
and Managing Director of the Company (Key Managerial
Personnel), w.e.f. 1^st April 2026, for a further period of three
years, i.e. upto 31^st March 2029. The Shareholders by way of
Postal Ballot Resolution dated 30^th January 2026 approved the
reappointment of Mr. Yashovardhan Saboo (DIN: 00012158)
as Chairman and Managing Director of the Company w.e.f
1^st April 2026.

iv) In accordance with the provisions of Companies Act, 2013, Mr.
Sanjeev Kumar Masown (DIN: 03542390) retires by rotation
at the ensuing Annual General Meeting and being eligible,
offers himself for reappointment. Necessary resolution for
the re-appointment of Mr. Sanjeev Kumar Masown (DIN:
03542390) forms part of the Notice convening 46^th Annual
General Meeting (AGM). The Board recommends his 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 46^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. Praveen Gupta ((DIN: 01885287), Independent Director
of the Company ceased to be Director on 23^rd August 2025,
upon completion of his second term of 5 (Five) consecutive
years.

vi) Mr. Hanspeter Pieth (DIN: 01812641) tendered his resignation
from the position of Non-Executive Director of the Company
and accordingly, ceased to be Director w.e.f the closure of
business hours 22^nd June 2026.

vii) Mr. Nagarajan Subramanian (DIN: 02406548) has completed
his term as an Independent Director of the Company on
27^th July, 2026 and consequently, has ceased to be
Independent Director of the Company.

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 financial year under review, seven (7) meetings of
the Board of Directors were held. The gap between any two
consecutive meetings did not exceed the period prescribed under
the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

BOARD COMMITTEES

As at 31^st March 2026, the Board of Directors had constituted
five (5) Committees, namely, the Audit Committee, Nomination
and Remuneration Committee, Corporate Social Responsibility
Committee, Risk Management Committee and Stakeholders'
Relationship Committee.

During the financial year under review, all recommendations
made by the Committees of the Board, wherever mandatory,
were accepted by the Board. The composition, roles and terms
of reference of these Committees are in compliance with the
provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Details of the Committees, including their composition and
meetings, are provided in the Corporate Governance Report
forming part of this Annual Report.

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

Pursuant to the provisions of Section 178 of the Companies Act,
2013 and the applicable provisions of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has
adopted a Nomination and Remuneration Policy, as approved by
the Board of Directors.

The Policy provides the guiding principles for the appointment,
remuneration, evaluation and succession of Directors, Key
Managerial Personnel ("KMP") and Senior Management Personnel.
It also lays down the criteria for determining qualifications, positive
attributes, independence of Directors and the framework for
remuneration of Executive and Non-Executive Directors, KMPs and
Senior Management Personnel.

The details of the Policy are provided in the Corporate Governance
Report forming part of this Annual Report. The Policy is also
available on the Company's website at https://www.kddl.com/wp-
content/uploads/PDF/Nomination%20&%20Remuneration.pdf

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Company has adopted a Familiarisation Programme for
its Independent Directors in compliance with Regulation 25(7)
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Programme enables Independent Directors
to gain a comprehensive understanding of the Company's business,
operations, industry, governance framework and their roles and
responsibilities. Details of the Programme are available on the
Company's website at https://www.kddl.com/familiarisation-
programme

BOARD POLICIES

The Board of Directors has approved and adopted various policies
in compliance with the provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. These policies are available on the Company's
website at https://www.kddl.com/codes-and-policies/

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company remains committed to creating sustainable social
value through its Corporate Social Responsibility ("CSR") initiatives.
Its CSR programmes focus on areas such as environmental
sustainability, education, healthcare, skill development and other
activities specified under Schedule VII to the Companies Act, 2013.

Details are given below :

Greening the Future - The Million-Tree Project

KDDL's Million-Tree Project is a key environmental initiative aimed
at restoring degraded ecosystems and enhancing biodiversity
through large-scale afforestation. By planting and nurturing one
million trees, the Company seeks to create lasting environmental
value through carbon sequestration, ecological restoration and
improved landscape resilience.

As at 31^st March 2026, KDDL and Ethos had planted a cumulative
5,38,049 trees through strategic partnerships with SayTrees
Environmental Trust and SankalpTaru Foundation. Through these
partnerships, the Company continues to scale its afforestation
efforts and contribute meaningfully to climate action and
environmental sustainability.

A Gift That Saves Lives - Organ Donation Awareness

As part of its Corporate Social Responsibility (CSR) initiatives, KDDL
continues to support the cause of organ donation through its
partnership with the MOHAN Foundation, a leading not-for-profit
organisation dedicated to promoting organ donation.

Through this partnership, the Company undertakes awareness
initiatives to educate communities about the importance and life¬
saving impact of organ donation, with the objective of encouraging
informed participation and fostering greater public awareness.
This initiative reflects the Company's commitment to contributing
to meaningful social causes and improving the quality of life within
the communities it serves.

Empowering Young Lives Through Education and Skills

As part of its Corporate Social Responsibility (CSR) initiatives, KDDL
has partnered with Catalysts for Social Action (CSA), a non-profit

organisation dedicated to supporting children and young adults
growing up in institutional care.

Through this partnership, the Company supports CSA's Livelihood
Programme, which seeks to equip young individuals with the
knowledge, skills and opportunities required for sustainable
livelihoods and independent living. The programme focuses on:

• Career awareness and orientation

• Career counselling and guidance

• Job-oriented skill development and vocational training

• Access to higher education and professional development

• Computer literacy and digital skills

• Placement assistance and employability support

By enabling access to education, skill development and employment
opportunities, the programme helps young individuals become
self-reliant and better prepared for independent living. This
initiative reflects KDDL's commitment to fostering inclusive growth,
empowering underserved communities and creating sustainable
social impact.

Extending Medical Assistance for Those in Need

As part of its Corporate Social Responsibility (CSR) initiatives,
KDDL has partnered with Heart to Heart Society, a non-profit
organisation dedicated to supporting economically disadvantaged
patients by facilitating access to essential medical treatment.
Through this partnership, the Company supports medical
assistance to poor and needy patients requiring medical care,
helping reduce the financial burden associated with treatment.
The initiative seeks to ensure that deserving patients have access
to timely healthcare services.

By supporting this initiative, KDDL contributes to improving
healthcare accessibility and reinforces its commitment to
community well-being through meaningful and compassionate
interventions.

Enabling Education, Empowering Lives

KDDL has partnered with the Youth Technical Training Society
(YTTS), a non-profit organisation dedicated to improving access
to education, skill development and livelihood opportunities, with
a focus on the socio-economic upliftment and empowerment of
rural communities and urban slum dwellers.

Through the Bridge Education and Skill Development Programme,
the Company supports initiatives aimed at improving access
to education, particularly for disadvantaged and marginalised
children and youth. The programme focuses on:

• Providing after-school academic support in core subjects to
strengthen learning outcomes.

• Enabling out-of-school children to re-enter the formal
education system and continue their education.

• Delivering basic computer literacy training to equip young
people with essential digital skills and enhance their future
employability.

By supporting this initiative, KDDL seeks to bridge educational
gaps, promote inclusive learning and empower children and youth
with the knowledge, skills and confidence needed to build self¬
reliant and sustainable futures.

Pursuant to the 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 Rs. 153.45 Lacs, being 2% of the average net profits of
the three immediately preceding financial years, towards its CSR
obligations for the financial year 2025-26. The Company has fully
spent the required CSR amount of Rs. 153.45 Lacs during the
financial year in accordance with its CSR Policy and the applicable
provisions of the Companies Act, 2013.

The Annual Report on CSR activities, as required under Section 135
of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, is annexed to this Board's
Report as Annexure III.

The Company's Corporate Social Responsibility Policy is available
on its website at https://www.kddl.com/wp-content/uploads/PDF/
KDDL_CSR_Policy.pdf.

AUDITORS AND AUDITORS' REPORT
Statutory Auditor

Pursuant to the provisions of Section 139 of the Act and Rules
made thereunder, the shareholders at the 44^th Annual General
Meeting ("AGM") held on 27^th September 2024, appointed M/s
Walker Chandiok & Co. LLP, Chartered Accountants (ICAI Firm
Registration No. 001076N/N500013) as the Statutory Auditors of
the Company for a term of five consecutive years, to hold office
from the conclusion of the 44^th AGM until the conclusion of the
49^th AGM.

The Statutory Auditors have audited the standalone and
consolidated financial statements of the Company for the financial
year ended 31^st March 2026. The Auditors' Report does not contain
any qualification, reservation, adverse remark or disclaimer of
opinion and, accordingly, no explanation or comments by the
Board are required under the provisions of the Companies Act,

2013.

Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Rules,

2014, the Company has maintained the prescribed cost records
in respect of its EIGEN Unit, pertaining to electricals or electronic
products and tools.

M/s Khushwinder Kumar & Co., Cost Accountants (Firm Registration
No. 100123), were appointed as the Cost Auditors of the Company
to conduct the audit of the cost records of the EIGEN Unit for the
financial year ended 31^st March 2026.

Based on the recommendation of the Audit Committee, the Board
of Directors has re-appointed M/s Khushwinder Kumar & Co., Cost
Accountants (Firm Registration No. 100123), as the Cost Auditors
of the Company to conduct the audit of the cost records of the
EIGEN Unit for the financial year 2026-27.

In accordance with the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit) Rules,

2014, the remuneration payable to the Cost Auditors is required
to be ratified by the shareholders. Accordingly, an appropriate
resolution seeking ratification of the remuneration payable to the
Cost Auditors forms part of the Notice convening the 46^th Annual
General Meeting.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,

2015, as amended, the shareholders of the Company at the
45^th Annual General Meeting had approved the appointment of
M/s A. Arora & Co., Company Secretaries, Chandigarh, a proprietary
firm of Mr. Ajay K. Arora (FCS No. 2191, Certificate of Practice No.
993), as the Secretarial Auditors of the Company for a term of five
consecutive years, from the conclusion of the 45^th AGM until the
conclusion of the 50^th AGM, to conduct the secretarial audit of the
Company for the financial years 2025-26 to 2029-30.

The Secretarial Audit Report for the financial year 2025-26 given
by M/s A. Arora & Co., Practicing Company Secretaries (C.P. No.:
993) is attached herewith as Annexure IV. 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.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

The Statutory Auditors, Internal Auditors, Cost Auditors or
Secretarial Auditors of the Company have not reported any
instances of fraud to the Audit Committe or the Board of Directors
under Section 143(12) of the Companies Act, 2013 including rules
made there under.

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

The Company is committed to providing a safe, secure, inclusive
and respectful work environment for all its employees and has zero
tolerance for any form of discrimination or harassment, including
sexual harassment.

In compliance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the rules made thereunder, the Company has
adopted a Policy on Prevention, Prohibition and Redressal of
Sexual Harassment at the Workplace. The Policy provides a
framework for the prevention and redressal of complaints relating
to sexual harassment and ensures a fair, impartial and confidential
mechanism for addressing such complaints.

The Company has constituted an Internal Committee in accordance
with the requirements of the Act to inquire into complaints of sexual
harassment and to recommend appropriate action, wherever
required. During the financial year under review, no complaint of
sexual harassment was received by the Internal Committee.

MATERNITY BENEFIT ACT, 1961

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

INSOLVENCY PROCEEDINGS AND ONE-TIME SETTLEMENT

During the financial year under review, no application was made
or any proceeding was pending against the Company under the
provisions of the Insolvency and Bankruptcy Code, 2016. Further,
the Company has not entered into any one-time settlement with
any Bank or Financial Institution.

WHISTLE-BLOWER POLICY/VIGIL MECHANISM

The Company is committed to maintaining the highest standards
of ethical conduct, integrity, and transparency across all its
operations. Pursuant to the provisions of the Companies Act, 2013
and the applicable provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has
established a Vigil Mechanism through its Whistle-Blower Policy
to enable directors, employees and other stakeholders to report
concerns relating to unethical behaviour, actual or suspected
fraud, violations of the Company's Code of Conduct or any other
improper practices, without fear of retaliation or victimisation.

The Company ensures that adequate safeguards are in place to
protect whistle-blowers against any form of reprisal and provides
for direct access to the Chairperson of the Audit Committee. All
concerns reported under the Vigil Mechanism are investigated in a
fair, transparent and timely manner.

The Whistle-Blower Policy is available on the Company's website
at at https://www.kddl.com/wp-content/uploads/PDF/Whisle%20
Blower%20Policy.pdf

RISK MANAGEMENT

The Company has established a robust risk management
framework to identify, assess, monitor and mitigate risks that may
affect its business objectives, operations, financial performance
and long-term sustainability. The framework enables the Company
to proactively manage strategic, operational, financial, regulatory
and other key risks through appropriate mitigation measures.

The Board of Directors has constituted a Risk Management
Committee to oversee the implementation and effectiveness of
the Company's risk management framework. The Committee
periodically reviews the key business risks, evaluates the adequacy
of mitigation measures and recommends appropriate actions
to strengthen the overall risk management process. Details of
the composition and terms of reference of the Committee are
provided in the Corporate Governance Report forming part of this
Annual Report.

The Board has also approved a Risk Management Policy, which
provides the guiding principles for identifying, evaluating,
monitoring and mitigating risks across the organisation. The Policy
is available on the Company's website at https://www.kddl.com/
wp-content/uploads/PDF/policies/RCM-19-12-2022.pdf

INTERNAL CONTROLS

The Company recognises that a strong internal control environment
is fundamental to effective governance, sustainable value creation,
and stakeholder confidence. Management is responsible for
establishing, maintaining, and continuously strengthening internal
controls that are commensurate with the scale, complexity, and
geographic footprint of the Company's operations.

The Company has established an adequate and effective system of
internal financial controls ("IFC") over financial reporting, forming
an integral part of the overall internal control framework. These
controls are designed to ensure the orderly and efficient conduct
of business, reliability of financial reporting, and compliance with
applicable laws and regulations.

The effectiveness of the Company's internal financial controls is
periodically evaluated through management reviews, independent
internal audits and oversight by the Audit Committee. Any
deficiencies identified are addressed through appropriate corrective
actions within defined timelines, and the implementation of such
actions is regularly monitored to ensure their effectiveness.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company is committed to conducting its business in a
responsible and sustainable manner by integrating environmental,
social and governance (ESG) principles into its business strategy
and operations. In terms of the Regulation 34 of the Listing
Regulations, the Business Responsibility and Sustainability Report
is attached as Annexure - V forming part of this report.

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

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and foreign exchange outgo,
as prescribed under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, are set
out in Annexure VI forming part of this Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Pursuant to the provisions of Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the
prescribed disclosures relating to remuneration are set out in
Annexure VII to this Board's Report.

Details of employee remuneration as required under provisions of
Section 197 of the Companies Act, 2013 and rule 5(2) and rule 5(3)
of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are available for inspection and any
Member interested in obtaining a copy of the same may write to
Company at investor.complaints @kddl.com from their registered
e-mail address.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, read with
Companies (Management & Administration) Rules, 2014, the
annual return in the prescribed form is available on the website of
the Company at https://www.kddl.com/shareholders-information/

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards
of corporate governance founded on the principles of integrity,
transparency, accountability and ethical business conduct.
The Company's governance framework reflects its core values,
business practices and commitment to creating sustainable value
for all stakeholders.

The Board of Directors recognises its fiduciary responsibilities
and is committed to ensuring that the affairs of the Company
are conducted in a fair, transparent and responsible manner. The
Company continually endeavours to adopt and implement best
governance practices, strengthen stakeholder confidence, protect
the interests of minority shareholders and enhance long-term
shareholder value.

The Company's corporate governance practices are aligned with
the requirements of the Companies Act, 2013, the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and
other applicable laws and are aimed at promoting responsible and
sustainable business growth.

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.

INSIDER TRADING GOVERNANCE

The Company has adopted a Code of Conduct for Prohibition of
Insider Trading ("the Code") in accordance with the provisions of
the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time. The
Code lays down the procedures to be followed by designated
persons and their immediate relatives while dealing in the securities
of the Company and regulates the handling, communication and
dissemination of Unpublished Price Sensitive Information (UPSI).
The Company has implemented appropriate internal controls and
compliance mechanisms to ensure adherence to the provisions
of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The
Code is available on the Company's website at https://www.kddl.
com/insider-trading/

CYBER SECURITY

In response to the evolving cyber threat landscape, the Company
continuously reviews and strengthens its cybersecurity framework.
Robust security measures, including real-time monitoring
and layered controls across user devices, networks, servers,
applications and data, are in place to safeguard the Company's
information assets and technology infrastructure.

LISTING OF SHARES

The shares are actively traded on NSE and BSE and have not been
suspended from trading. The listing fee for the year 2026-27 has
been duly paid.

INDUSTRIAL RELATIONS

The Company continued to maintain healthy, cordial and
harmonious industrial relations across all its operations during
the financial year. The commitment, dedication and sustained
efforts of its employees have significantly contributed to the
Company's performance and growth. The Company also continued
to implement various initiatives aimed at enhancing productivity,
operational efficiency and employee engagement.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to all the investors,
customers, vendors, banks, regulatory and government authorities
for the assistance, co-operation and encouragement they extended
to the Company. Your directors also wish to place on record
their sincere thanks and appreciation for the continuing support
and unstinting efforts of the employees in ensuring an excellent
operational performance.

For and on behalf of the Board of Directors

Date: 4^th August, 2026 Yashovardhan Saboo

Place: Chandigarh Chairman & Managing Director