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Company Information

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KSE LTD.

17 August 2026 | 03:59

Industry >> Animal/Shrimp Feed

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ISIN No INE953E01022 BSE Code / NSE Code 519421 / KSE Book Value (Rs.) 109.22 Face Value 1.00
Bookclosure 21/08/2026 52Week High 0 EPS 26.26 P/E 7.40
Market Cap. 622.30 Cr. 52Week Low 0 P/BV / Div Yield (%) 1.78 / 6.43 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors are pleased to present the 62nd Annual Report and the audited accounts for the financial year ended
31st March 2026.

Year ended 31.03.2026

Year ended 31.03.2025

Revenue from Operations

1,68,048.33

1,64,952.80

Earnings Before Taxes, Finance Costs, Depreciation and
Amortization

12,464.56

12,825.82

Less : Finance Costs

259.15

242.78

Less : Depreciation and Amortization expense

798.58

562.18

Profit Before Exceptional Item and Tax

11,406.83

12,020.86

Exceptional Item (Gain)/Loss

-

(250.75)

Profit Before Tax

11,406.83

12,271.61

Less : Tax Expense

3,002.80

3,140.88

Profit After Tax

8,404.03

9,130.73

Other Comprehensive Income (net of tax)

71.34

(19.93)

Total Comprehensive Income

8,475.37

9,110.80

Opening balance in Retained Earnings

13,316.21

6,125.41

Amount Available For Appropriation

21791.63

15,236.21

Dividend distributed during the year

3,200.00

1920.00

Closing Balance in Retained Earnings

18591.63

13,316.21

Financial Year

Date of Declaration of
Dividend

Last date for
claiming
unpaid dividend

Unclaimed
amount as on
31st March 2026

Due date
for Transfer
to Investor
Education and
Protection Fund

2018-19 (Final)

31 August, 2019

30 August, 2026

261075.00

07 October 2026

2020-21 (Interim)

15 September, 2020

14 September,
2027

332444.02

22 October 2027

2019-20 (Final)

15 December, 2020

14 December,
2027

280309.00

21 January 2028

2020-21 (Final)

29 September, 2021

28 September,
2028

1514972.00

5 November 2028

2021-22 (Final)

27 August, 2022

26 August, 2029

527139.00

3 October, 2029

2022-23 (Final)

26 August, 2023

25 August, 2030

670157.00

2 October, 2030

2023-24 (Final)

03 September 2024

02 September
2031

2447043.00

10 October 2031

2024-25 (Interim)

12 February 2025

11 February 2032

1734397.00

21 March 2032

2024-25 (Final)

20 September 2026

29 September
2032

3588187.00

27 October 2032

2025-26 (Interim)

14 February 2026

13 February 2033

5012566.00

23 March 2033


Dividend

Your Directors had declared and paid an interim dividend
of 500% (Rs.5.0 per share of Rs.1.0 each) during the
financial year 2025-26 after declaration of the unaudited
financial results for the quarter ended 31st December,
2025. In addition to the interim dividend paid during the
current financial year, your Directors recommend a final
dividend of 750% (Rs.7.50 per share of Rs.1.0 each) for the
year ended 31st March, 2026, subject to the approval of
the shareholders at the ensuing Annual General Meeting.

The total dividend for the financial year 2025-26
aggregates to Rs.12.50 per share (1250%) on the equity
shares of the Company. The total outflow on account of
dividend, including interim and final dividend, shall be
provided out of the profits of the Company for the year
ended 31st March, 2026.

The dividend income will be taxable in the hands of
shareholders and income-tax at source will be deducted
by the Company from the dividend being paid to the
shareholders at the prescribed rates in accordance with
the provisions of the Income-tax Act, 1961.

The final dividend of Rs.7.50 per equity share of Rs.1.0
each as recommended by the Board of Directors of the
Company at their meeting held on 19th May, 2026, if
approved at the ensuing Annual General Meeting, will be
paid to those shareholders whose names appear in the
Register of Members of the Company and in the records
of the Depositories as on the record date/book closure
date to be determined and notified separately.

The Dividend Distribution Policy of the Company is
available at https://www.kselimited.com/investors/
policies. The dividend payout for the financial year
2025-26 has been determined in accordance with the
Company's Dividend Distribution Policy and has been
paid out of the profits of the Company, after considering
its financial performance, liquidity position, and long¬
term growth objectives..

Unpaid Dividend

Pursuant to Section 124 and 125 of the Companies
Act, 2013, the Company has transferred the unpaid or
unclaimed dividend up to and including for the financial
year 2016-2017 on respective due dates to the Investor
Education and Protection Fund administered by the
Central Government.

As per the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, the Company has uploaded the details of

Transfer To Reserves

During the year under review, the Company has not
transferred any amount to the General Reserve. The
entire profit for the year has been retained in the
Statement of Profit and Loss under Retained Earnings.

Operating Results And Business
Operations

The Company has reported a profit of Rs.84.04 crores
after tax for the year 2025-26, compared to a profit of
Rs.91.30 crores in the previous year, 2024-25. During the
year ended 31st March, 2026, Revenue from Operations
registered a growth of 1.88%, amounting to Rs.1,680.48
crores as against Rs.1,649.53 crores in the previous year.

The profit before tax for FY 2025-26 stood at Rs.114.07
crores as against Rs.122.72 crores in FY 2024-25. The
previous year figures included an exceptional gain of

the Unclaimed Dividends as on 31st March, 2026 relating
to the financial years from 2017-2018, on the website of
the IEPF (www.iepf.gov.in) and on the website of the
Company at www.kselimited.com.

The dates of declaration of Dividend since final dividend
for 2018-2019 and the corresponding dates when
unclaimed dividends are due to be transferred to the
Central Government are given in the following table:

Rs.2.51 crores representing insurance claim received
towards flood-related damages. The strong profitability
during FY 2025-26 was supported by improved
operational efficiencies, favourable raw material price
trends in certain segments and better contribution
margins across major business divisions.

In the Animal Feed Division, the Company continued
to face challenges arising from lower cattle population
and competitive market conditions in Kerala. However,
efficient procurement strategies, optimisation of input
costs and improved product mix contributed to better
operational performance during the year. The Company
continued its focus on strengthening dealer network,
improving market penetration and enhancing farmer
engagement initiatives across key operating regions.

The Oil Cake Processing Division witnessed favourable
market conditions during the first three quarters of FY
2025-26, supported by firm prices and healthy demand
for coconut oil and related products. These factors
contributed to improved realisations and profitability

during the period. However, changing market dynamics
and margin pressures during the final quarter moderated
the overall performance of the division. Nevertheless,
the division recorded a satisfactory performance for
the year under review and contributed positively to the
Company's results.

The Dairy Division continued its efforts towards
operational stabilisation and strengthening its market
presence in Kerala and neighbouring regions. Despite
improvements in selling prices and the implementation
of cost optimisation measures, the dairy industry in the
region experienced a challenging market environment
during the year under review, which impacted the
Division's performance against planned targets.

The Ice Cream Division continued to strengthen the
presence of the Vesta brand in the Kerala market
through expansion of its distribution network, dealer
base enhancement, product innovation and sustained
brand-building initiatives. The Company also invested in
visibility campaigns, freezer placements and consumer
engagement programmes to improve market penetration.
New product variants and premium offerings introduced
during the year received an encouraging response from
consumers.

The Company has undertaken a redefined strategic
approach for the Dairy Division, and the benefits of these
initiatives are expected to be realised progressively over
the coming years.

More information relating to the operations of the
Company has been furnished in the Management
Discussion and Analysis Report attached to and forming
part of this Report, as required under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015.

Awards And Recognitions

During the financial year ended March 31, 2026, the
Company did not receive any new awards or recognitions.

Number Of Meetings Of The Board

Seven meetings of the board were held during the year.
For details of the meetings of the board, please refer to
the corporate governance report, which forms part of
this report.

Directors And Key Managerial
Personnel

Dr. Jose Paul Thaliyath (DIN 01773031), Mrs. Nina Paul
(DIN: 08576074), Mr. Jose John (DIN: 01797056), Mr.
K. Hari Kumar (DIN: 00388466) and Mr. Paul Jose (DIN:
01616504) are the Independent Directors of the Company.
The Independent Directors of the Company are not liable
for retirement by rotation, as provided in Section 149 of
the Companies Act, 2013. In accordance with Section
149 (7) of the Companies Act, 2013, the Company has
received declarations from all the independent directors
of the Company confirming that they meet the criteria of
independence as prescribed under the Companies Act,
2013 and as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

All the above five independent directors of the Company
had enrolled with Indian Institute of Corporate Affairs'
(IICA) within the prescribed period and had cleared the
online proficiency self-assessment test as provided by
Companies (Appointment and Qualification) Rules, 2019.
In the opinion of the Board of Directors, the independent
directors have relevant proficiency, expertise, and
experience.

In accordance with the provisions of the Companies
Act, 2013 read with the Rules issued thereunder, the
Listing Regulations and the Articles of Association of
the Company, the Independent Directors, the Managing
Director and Executive Director of the Company are not
liable to retire by rotation.

Dr. Pyarelal K.C. (DIN: 00923913) and Ms. Danesa
Raghulal (DIN: 07975553), Directors of the Company,
retire by rotation at the ensuing Annual General Meeting
in accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company
and, being eligible, offer themselves for re-appointment.

Mr. M.P. Jackson (DIN: 01889504), who served as the
Managing Director of the Company up to 31st March,
2026 and thereafter as Non-Executive Director, retires
by rotation at the ensuing Annual General Meeting
and has expressed his unwillingness to seek re¬
appointment. Accordingly, he shall cease to be a Director
of the Company upon conclusion of the ensuing Annual
General Meeting. The Board places on record its deep
appreciation for the valuable services, leadership and
guidance rendered by Mr. M.P. Jackson during his long
association with the Company, particularly during his
tenure as Managing Director.

During the year under review, on the recommendation
of the Nomination and Remuneration Committee and in
compliance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors
approved the appointment of Mr. Mampilly Paul Giji

(DIN: 01688499) and Mrs. Suja Davis (DIN: 11213213) as
Directors of the Company, subject to the approval of the
shareholders at the ensuing Annual General Meeting, the
relevant resolutions and explanatory statements whereof
form part of the Notice of the Annual General Meeting.

The Board further acknowledged the voluntary retirement
of Mr. Shaji P. Jacob from the office of Director and
recorded its sincere appreciation for his services and
contributions to the Company. The resultant changes
in the composition of the Board were duly noted and
approved to ensure smooth transition and continuity in
governance.

Mr. Dony Akkarakaran George (DIN: 09211623) was
appointed as the Managing Director of the Company
for a period of three years with effect from 1st June
2026, on the recommendation of the Nomination and
Remuneration Committee and approval of the Board of
Directors, subject to the approval of the shareholders
at the ensuing Annual General Meeting. Mr. Dony
Akkarakaran George is a graduate in Physics and holds
a professional degree in Law with a specialization in
Labour Law, and brings with him over three decades of
extensive experience in marketing, sales, procurement
and strategic business development across multiple
sectors and geographies, having commenced his career
in marketing with KSE Limited in 1992 and subsequently
held senior roles in reputed organisations including
KERAFED and MARDEC BERHAD, Malaysia, where
he managed large-scale domestic and international
operations in the rubber and edible oil sectors, and
currently serves as General Manager at Joseph Rubbers
Private Limited while also providing consultancy services
to UNPA Rubbers and Beroe Inc., USA. The Board is of the
view that his induction into the executive management
will significantly strengthen the Company's operational
effectiveness and contribute to its long-term growth and
market expansion initiatives, and accordingly the relevant
resolution together with the explanatory statement as
required under Section 102 of the Companies Act, 2013
forms part of the Notice of the ensuing Annual General
Meeting.

Mr. Paul Francis (DIN: 00382797), who has been serving
as the Executive Director of the Company since 1st
October 2021, is due to complete his present term of
office on 30th September 2026. The Nomination and
Remuneration Committee, at its meeting held on 8th
June 2026, reviewed his performance, expertise and
overall contribution to the affairs of the Company and
recommended his re-appointment as Executive Director
for a further period of three (3) years with effect from 1st
October 2026 to 30th September 2029, along with the
remuneration payable to him. The Board of Directors, on
the recommendation of the Nomination and Remuneration
Committee, noting his extensive experience in the feed
manufacturing industry and his significant contributions
towards production management, operational efficiency,

business development and the overall growth of the
Company during his tenure, approved his re-appointment
and the remuneration recommended by the Nomination
and Remuneration Committee, in accordance with the
applicable provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, subject to the approval of the
shareholders at the ensuing Annual General Meeting, the
relevant resolution and explanatory statement whereof
form part of the Notice of the Annual General Meeting.

Mr. Senthil Kumar Nallamuthu, Chief Financial Officer, and
Ms. Srividya Damodaran, Company Secretary are the Key
Managerial Personnel of your Company in accordance
with the provisions of Sections 2(51) and 203 of the
Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

Policy On Directors' Appointment
And Remuneration And Other
Details

Remuneration policy in the Company is designed to
create a high-performance culture. It enables the
Company to attract, retain and motivate employees to
achieve results. The Company pays remuneration by
way of salary, benefits, perquisites and allowances to its
Managing Director and the Executive Director. Currently,
the sitting fees payable to the non-executive directors
is Rs.60,000 per meeting of the Board and Rs. 25,000
per meeting of committees of the Board attended by
them. The Nomination and Remuneration Policy for the
Members of Board and Executive Management can be
accessed on the Company's website at the link: https://
www.kselimited.com/investors/policies.

Evaluation Of Board, Committees
And Individual Directors

The Company has devised a Policy for performance
evaluation of Independent and other directors, Board
as a whole and Committees thereof which include
criteria for performance evaluation of the executive and
non-executive directors. The Policy for evaluation of
performance of the Board of Directors can be accessed
on the Company's website at the link: https://www.
kselimited.com/investors/policies.

In terms of provisions of the Companies Act, 2013
read with Rules issued thereunder and as per SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors have
evaluated the effectiveness of the Board during the
financial year ended 31st March, 2026. The evaluation
was based on questionnaire and feedback from all the

Directors on the Board as a whole, Committees and
self-evaluation. Directors, who were designated, held
separate discussions with each of the Directors of the
Company and obtained their feedback on overall Board
effectiveness as well as each of the other Directors. The
evaluation of the Directors was based on various aspects
which, inter alia, included the level of participation in
the Board Meetings, understanding of their roles and
responsibilities, business of the Company along with the
environment and effectiveness of their contribution.

A separate meeting of the independent directors was
convened, which reviewed the performance of the Board
(as a whole), the non-independent directors and the
Chairman.

Internal Financial Control Systems
And Their Adequacy

Adequate internal financial controls are in place with
reference to the financial statements. Internal financial
control systems of the Company have been designed
to provide reasonable assurance with regard to
recording and providing reliable financial and operational
information, complying with applicable Accounting
Standards. Such controls were tested annually and
during the year no reportable material weakness in
the design or operation were observed. The details in
respect of internal financial control and their adequacy
are included in the Management Discussion and Analysis,
which forms part of this report.

Risk Management

Your Company recognizes that risk is an integral part
of business and is committed to managing the risks
in a proactive and efficient manner. Your Company
periodically assesses risks in the internal and external
environment, along with the cost of treating risks and
incorporates risk treatment plans in its strategy, business
and operational plans. The Board members are informed
about the risk assessment and minimization procedures.
The Board is responsible for framing, implementing and
monitoring the risk management plan for the company.
The Company manages, monitors and reports on the
principal risks and uncertainties that can impact its
ability to achieve its strategic objectives. The Company's
management systems, organizational structures,
processes, standards, code of conduct and behaviours
together govern the business of the Company and
manage associated risks.

There are no risks which in the opinion of the Board
threaten the existence of your Company. However, some
of the risks which may pose challenges are set out in the
Management Discussion and Analysis which forms part

of this Report.

Vigil Mechanism

Your Company believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting
highest standards of professionalism, honesty, integrity
and ethical behaviour. The Company is committed to
develop a culture where it is safe for all employees to
raise concerns about any poor or unacceptable practice
and any event of misconduct. Accordingly, the Board of
Directors have formulated a Whistle Blower Policy which
is in compliance with the provisions of Section 177 (10) of
the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
policy provides for a framework and process whereby
concerns can be raised by its employees against any kind
of discrimination, harassment, victimization or any other
unfair practice being adopted against them. More details
on the vigil mechanism and the Whistle Blower Policy
of your Company have been outlined in the Corporate
Governance Report which forms part of this report. The
"KSEL Whistle Blower Policy and Vigil Mechanism” can be
accessed on the Company's website at the link : https://
www.kselimited.com/investors/policies.

Directors' Responsibility
Statement

Pursuant to Section 134(3)(c) of the Companies Act,
2013, the Directors confirm that:

1. in the preparation of the annual accounts for
the financial year ended 31st March, 2026, the
applicable accounting standards and Schedule III of
the Companies Act, 2013, have been followed and
there are no material departures from the same;

2. the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of your Company as at 31st March, 2026 and of the
profit of the Company for the financial year ended
31st March, 2026;

3. proper and sufficient care has been taken 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;

4. the annual accounts have been prepared on a 'going
concern' basis;

5. proper internal financial controls laid down by the
Directors were followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

6. proper systems to ensure compliance with the
provisions of all applicable laws were in place and
that such systems were adequate and operating
effectively.

Corporate Governance

Corporate Governance Report, Management Discussion
and Analysis Report and Certificate from Auditors on
Corporate Governance have been furnished separately
and form part of this report. The disclosures made in
these reports may be considered as compliance of
various disclosures prescribed under the Companies
Act, 2013 and Rules made thereunder.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee
has been formed in conformity with Section 135 of
the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The
composition, terms of reference and attendance details
of the CSR Committee are incorporated in the Corporate
Governance Report. The Annual Report on CSR activities
for the year ended 31st March, 2026 is given separately
as "Annexure A”, forming part of this Report.

Public Deposits

Your Company is accepting deposits as per the provisions
of Sections 73 and 76 of the Companies Act, 2013 read
together with the Companies (Acceptance of Deposits)
Rules, 2014. The details relating to such deposits as
provided under Rule 8 of the Companies (Accounts)
Rules, 2014 are provided in "Annexure B”.

The Company is not accepting any other deposits which
are not in compliance with the requirements of Chapter
V of the Companies Act, 2013.

Particulars Of Loans, Guarantees
And Investments

The particulars of loans, guarantees and investments
have been disclosed in the financial statements.

Transactions With Related Parties

All contracts/arrangements/transactions entered by the
Company during the financial year with related parties
were in the ordinary course of business and on an
arm's length basis. During the year, the Company had
not entered into any contract/arrangement/ transaction
with related parties which could be considered material
in accordance with the policy of the Company on

materiality of related party transactions. None of the
transactions with related parties falls under the scope
of Section 188(1) of the Companies Act, 2013 (the "Act”).
Full disclosure of related party transactions as per
Accounting Standard Ind AS 24 issued by the Ministry of
Corporate Affairs is given under Note No. 36.25 of Notes
to the Annual Accounts.

The policy and procedures on related party transaction
as approved by the Board may be accessed on the
Company's website at the link: https://www.kselimited.
com/investors/policies. Information on transactions with
related parties pursuant to Section 134(3)(h) of the Act
read with Rule 8(2) of the Companies (Accounts) Rules,
2014 are given in "Annexure C” in Form AOC-2 and the
same forms part ofthis report.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act, the Annual Return as on 31st March, 2026
is available on the website of the Company at https://
www.kselimited.com/investors/financeinfo.

Statutory Auditors

M/s. Sridhar & Co. (ICAI Firm Registration No. 003978S)
were re-appointed as the Statutory Auditors of the
Company at the 61st Annual General Meeting held in the
year 2025, for a second term of five consecutive years
commencing from the conclusion of the 61st AGM until
the conclusion of the 66th AGM, to conduct the audit of
the financial statements of the Company for the financial
years 2025-26 to 2029-30.

Accordingly, M/s. Sridhar & Co. continue as the Statutory
Auditors of the Company for the financial year 2025-26.
The Auditors have confirmed that they continue to satisfy
the eligibility criteria and independence requirements
prescribed under Sections 139 and 141 of the Companies
Act, 2013 and the applicable Rules framed thereunder.

The Statutory Auditors' Report for the financial
year ended 31st March, 2026 does not contain any
qualification, reservation, adverse remark or disclaimer.
The observations made in the Auditors' Report read
together with the relevant notes forming part of the
financial statements are self-explanatory and therefore
do not call for any further comments under Section 134
of the Companies Act, 2013.

Cost Auditors

With the prior approval of Central Government, M/s.
BBS & Associates, Cost Accountants, Ernakulam (Firm
registration number 000273) have been appointed
as Cost Auditors for the financial year 2025-26 and
they will be submitting their Cost Audit Report within
the time limit stipulated. The Board of Directors of the
Company, on the recommendations made by the Audit
Committee, has reappointed, M/s. BBS & Associates,
Cost Accountants, Ernakulam (Firm registration number
000273) as the Cost Auditor of the Company to conduct
the audit of cost records for the financial year 2026¬
2027. The Remuneration proposed to be paid to the Cost
Auditor, subject to ratification by shareholders of the
Company at the ensuing 62nd Annual General Meeting,
has been fixed at Rs. 2,25,000 plus GST and out of pocket
expenses. The Company has received consent from M/s.
BBS & Associates, Cost Accountants, Ernakulam, Cost
Accountants, to act as the Cost Auditor for conducting
audit of the cost records for the financial year 2026-27,
along with certificate confirming their independence and
arm's length relationship.

Secretarial Audit

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, M/s. CaesarPintoJohn & Associates
LLP, Company Secretaries, conducted the Secretarial
Audit of the Company for the financial year ended March
31, 2026. The Secretarial Audit Report issued by them is
annexed to this Report as Annexure D.

The Secretarial Audit Report contains an observation
relating to the sub-division of equity shares of the
Company. The details of the observation and the
Management's response thereto are provided below:

Observation made by the Secretarial Auditor:

The Company had obtained shareholders' approval
by way of Ordinary Resolution at the Annual General
Meeting held on September 20, 2025, for sub-division of
its equity shares from Rs.10 each into 10 equity shares of
Re.1 each pursuant to Section 61 of the Companies Act,
2013. The sub-division was subsequently implemented
and the corresponding corporate actions were
completed. However, it was observed that the Articles of
Association of the Company were not amended prior to
giving effect to the said sub-division.

Management's Response

The Company acknowledges the observation made by the
Secretarial Auditor. The omission relating to amendment
of the Articles of Association prior to implementation of
the sub-division was noted and necessary corrective
measures have been initiated. The Company has placed
before the shareholders, for their approval at the ensuing
Annual General Meeting scheduled to be held on August
29, 2026, a proposal for adoption of a new set of Articles
of Association in conformity with the provisions of the
Companies Act, 2013, thereby replacing the existing
Articles of Association in entirety.

M/s. CaesarPintoJohn & Associates LLP, Company
Secretaries, continue to act as the Secretarial Auditors
of the Company for the remaining period of their five-
year term commencing from April 1, 2025 , and ending
on March 31, 2030.

Cost Records

The Company is required to maintain cost records as
specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, for certain
areas of its operations (Edible Oil and Power Generation)
and accordingly accounts and records required to get
true and fair view of the cost of production of products,
cost of sales, margin and other information relating to
products under reference, are made and maintained by
the Company.

Disclosure as per Sexual
Harassment of Women at
Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment
at workplace. The company has complied with the
provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the financial year 2025-26,
the Company has not received any complaint on sexual
harassment and no complaint remains pending as of
31st March, 2026. The details relating to the number of
complaints received and disposed of during the financial
year 2025-2026 are as under:

1. Number of complaints filed during the financial

year: Nil

2. Number of complaints disposed of during the
financial year: Nil

3. Number of complaints pending as on end of the
financial year: Nil

Disclosure Relating To
Remuneration Of Directors,

Key Managerial Personnel And
Particulars Of Employees

The information required under Section 197 of the
Companies Act, 2013 and rules made there-under, in
respect of employees of the Company, is provided in
"Annexure E” forming part of this report. None of the
employees are in receipt of remuneration in excess
of the limits specified under clause (2) of Rule 5 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Energy Conservation, Technology
Absorption And Foreign Exchange
Earnings And Outgo

The particulars as prescribed under Rule 8(3) of the
Companies (Accounts) Rules, 2014, are set out in
"Annexure F” to this Report.

Capital Expenditure

During FY 2025-26, the Company continued to invest in
capacity enhancement and operational efficiency across
its cattle feed and dairy businesses.

In the cattle feed segment, an Automatic Batching
System costing Rs.548.48 lakhs was capitalised at
the Swaminathapuram Cattle Feed Plant in Tamil Nadu
to improve process efficiency and accuracy. A new
Hammer Mill with an investment of Rs.95.78 lakhs was
commissioned at the Vedagiri Cattle Feed Plant in Kerala.
Further, Molasses Storage Tank was also capitalised at
the Irinjalakuda Cattle Feed Unit in Kerala at a cost of
Rs.47.13 lakhs, strengthening raw material handling and
storage infrastructure.

In the dairy segment, a new Ice Cream Cup and Cone
Filling Machine costing Rs.27.23 lakhs was commissioned
at the Konikkara Unit, Kerala, while a Cold Room
Container costing Rs.16.21 lakhs was capitalised at the
Thalayuth Unit, Tamil Nadu to augment storage capacity
and support efficient cold chain management.

The Company is also constructing a 30,000 sq. ft.
warehouse at its Irinjalakuda Cattle Feed Facility in
Kerala. As of March 31, 2026, expenditure amounting to
Rs.240.55 lakhs had been incurred on the project, which
is expected to be completed and capitalised during the
next financial year.

Other Disclosures

No disclosure is made in respect of the following items as
there were no events during the year calling for reporting
on these items:

1. There was no issue of equity shares with differential
rights as to dividend, voting or otherwise.

2. There was no issue of shares (including sweat equity
shares and ESOP) to employees of the Company
under any scheme.

3. Your Company does not have any subsidiary,
associate, joint venture company or holding
company and disclosures required in that respect
were not dealt with.

4. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in
future.

5. No frauds have been reported by auditors to the
Audit Committee or Board under Sub-section (12) of
Section 143 of the Companies Act, 2013.

6. There are no material changes or commitments
affecting the financial position of the Company which
have occurred between the end of the financial year
under report and the date of this report.

7. The details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year alongwith
their status as at the end of the financial year - Not
Applicable

8. The details of difference between amount of the
valuation done at the time of one time settlement
and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons
thereof - Not Applicable

Acknowledgement

The Board of Directors places on record its sincere
appreciation for the continued support and co¬
operation received from all stakeholders, including the
shareholders, bankers—especially ICICI Bank, Registrars
and Share Transfer Agents, customers, distributors,
and suppliers. The Board also expresses its deep
appreciation for the dedicated and committed services
rendered by the executives, staff, and workers of the
Company, whose contributions have been instrumental
in the Company's performance and progress during the
year.

By Order of the Board
For KSE Limited

Irinjalakuda, Mr. Tom Jose

June 2026 Chairman (DIN: 01971467)