The Directors are pleased to present the 3rd Annual Report on the business and operations of KSR Footwear Limited ('Company') together with the Audited Financial Statements for the financial year ended March 31,2026.

Financial Highlights

The Scheme of Arrangement between Khadim India Limited ("Demerged Company”) and the Company ("Resulting Company”) and their respective shareholders and creditors under Sections 230 to 232 read with the other applicable provisions of the Companies Act, 2013 ("Scheme”) was sanctioned by the Hon'ble National Company Law Tribunal, Kolkata Bench, by its Order dated March 27, 2025. The Scheme provided for demerger of the Distribution Business ("Demerged Undertaking”) of Khadim India Limited, as a going concern, into the Company.

The Financial Highlights are set out below:

Dividend

No dividend is declared considering the losses incurred by the Company during the year under report.

General Reserve

No amount has been transferred to the General Reserve during the year under report.

Operations and State of Company's Affairs

The revenue generated from operations for the financial year 2025-26 stood at 3 1,999.46 million which was lower by 2.80% from the financial year 2024-25. The Company has incurred a loss after tax

The Scheme became effective on and from May 01, 2025 in terms of the provisions of the Scheme. Further, pursuant to the aforesaid Order and upon Scheme became effective, the entire Distribution Business ("Demerged Undertaking”) stands transferred from the Demerged Company and vested with the Resulting Company as a 'Going Concern' on and from April 01, 2025, being the Appointed Date as determined in terms of the said Scheme.

In accordance with the accounting treatment specified in the Scheme, the figures for the comparative periods have been restated as if the Scheme had been effective from the start of the preceding year. Accordingly, the figures for the preceding periods include the results of the Company and the Demerged Undertaking transferred under the Scheme.

Further, please refer Note 33 to Audited Financial Statements for details in this regard.

of 3127.39 million during the year under Report, in comparison to a loss after tax of 3143.09 million for the last financial year.

The details of Company's affairs have been included in the Management Discussion and Analysis Report, forming part of this report.

Internal Controls

The details in regard to Internal Financial Controls and its adequacy are included in the Management Discussion & Analysis Report, which is a part of this Report.

Share Capital

The Authorised Share Capital as on March 31, 2026 was 3 20,15,00,000/- divided into 2,01,50,000 Equity Shares of face value of 3 10/- each.

The Issued, Subscribed and Paid-up Share Capital of your Company as on March 31, 2026 was 3 18,37,83,820/- divided into 1,83,78,382 Equity Shares of face value of 3 10/- each.

Changes in Share Capital and Listing of Shares

During the year under review and in accordance with the Scheme:

a. The authorised share capital increased from 3 15,00,000/- divided into 1,50,000 Equity Shares of face value of 3 10/- each to 3 20,15,00,000/-divided into 2,01,50,000 Equity Shares face value of 3 10/- each.

b. 1,83,78,382 equity shares of face value of 3 10/-each were allotted to the shareholders of Khadim India Limited in terms of Share Entitlement Ratio as defined in the Scheme.

c. The entire pre-scheme paid-up share capital of the Company comprising 10,000 equity shares of face value of 3 10 each held by Khadim India Limited stood cancelled and reduced, upon allotment of 1,83,78,382 equity shares by the Company as aforesaid.

d. The equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited effective November 27, 2025.

The Equity Shares so allotted rank pari-passu with the then existing fully paid-up Equity Shares of the Company including dividend and voting rights, etc.

Except as stated herein, there was no other change in the share capital of the Company as on the date of this Report.

Disclosures regarding Issue of Equity Shares with Differential Voting Rights

The Company has not issued any shares with differential voting right during the year under report.

Change(s) in the nature of the business

As aforesaid, the entire Distribution Business of Khadim India Limited stands transferred and vested with KSR Footwear Limited as a 'Going Concern' on and from April 01, 2025, pursuant to the Scheme of Arrangement. Subsequently, there has been no change(s) in the nature of business to be carried on by the Company during the year under report.

Deposits

The Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no unclaimed / unpaid matured deposits or interest thereon was due as on March 31,2026.

Corporate Social Responsibility

The Company does not fall under the ambit of applicable criteria for contribution towards Corporate Social Responsibility (CSR) specified under Section 135(1) of the Companies Act, 2013. Hence, all the compliances related to it, inter alia, constitution of the committee, disclosure, etc. are not applicable to the Company.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower policy and it has established adequate vigil mechanism for its employees and directors to report concern about unethical practice. No person has been denied access to the Chairperson of the Audit Committee. The Vigil Mechanism / Whistle Blower Policy is available at the web-link: https://www.ksrfootwear.com//wp-content/uploads/2025/07/2.-Whistle-Blower-or-Vigil-Mechanism.pdf

Directors and Key Managerial Personnel

Your Company's Board is duly constituted in compliance with the requirement of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”).

The Independent Directors have confirmed that they meet with the criteria of independence as required under sub section 7 of Section 149 of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations.

The Board is also of the opinion that Independent Directors meet with the criteria of independence under sub section 6 of Section 149 of the Act and Regulation 16(1)(b) of the Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

All the Independent Directors have registered themselves / renewed their registration pursuant to the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019.

The Board confirms that the Independent Directors also meet the criteria of integrity, expertise and experience (including the proficiency) in terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

The Board of Directors vide its meeting held on April 16, 2025 had, inter alia, considered and approved the following:

i. Appointment of following individuals as Independent Directors of the Company (not liable to retire by rotation) for a term of 5 (Five) consecutive years commencing from April 16, 2025 to April 15, 2030 (both dates inclusive):

a) Mrs. Dhritipriya Raydasgupta (DIN: 08208813)

b) Mr. Basab Ray (DIN: 01801350)

c) Mrs. Suman Murarka (DIN: 09023369)

ii. Re-designation / appointment of Mr. Rittick Roy Burman as "Managing Director” (also, a "Wholetime Key Managerial Personnel”) of the Company for a term of 3 (Three) consecutive years with effect from April 16, 2025 till April 15, 2028 (both days inclusive).

The items w.r.t. aforesaid re-designation / appointments were approved by the Members of the Company at the Extra-ordinary General Meeting held on April 17, 2025.

Further, Mr. Suman Barman Roy (DIN: 07285500), NonExecutive Non-Independent Director, was appointed as the "Chairman” of the Company with effect from April 16, 2025 vide the meeting of the Board of Directors held on April 16, 2025.

Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Suman Barman Roy (DIN: 07285500), Director, retired by rotation and was re-appointed at the Annual General Meeting (AGM') held on May 27, 2025.

Mr. Rittick Roy Burman (DIN: 08537366), Managing Director, retires by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment at the ensuing AGM.

The brief profile of Mr. Rittick Roy Burman and other relevant information under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings with respect to Director seeking reappointment is provided in the Notice convening AGM.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2026 are:

a) Mr. Rittick Roy Burman, Managing Director*;

b) Mr. Suvajit Choudhury, Chief Financial Officer**; and

c) Ms. Shikha Jindal, Company Secretary***

*Re-designated / appointed as "Managing Director" of the Company for a term of 3 (Three) consecutive years effective April 16, 2025.

** Appointed as the Chief Financial Officer effective June 10, 2025.

*** Appointed as the Company Secretary effective June 10, 2025.

Familiarisation Programme for Independent Directors

The Company has put in place an Induction and Familiarisation Programme for Independent Directors of the Company. The details of such Familiarization Programme are mentioned in the Report on Corporate Governance, which forms part of this Annual Report and the same is available at the link https://www. ksrfootwear.com/wp-content/uploads/2026/04/KFL_ Familiarization-Programme-for-ID_27.03.2026.pdf

Separate Meeting of Independent Directors

In terms of requirements of Schedule IV of the Companies Act, 2013 and the Listing Regulations, the meeting of Independent Directors was separately held on March 27, 2026.

Company's Policy on Appointment and Remuneration of Directors

The Company has been following a policy namely "Nomination and Remuneration Policy" with respect to appointment and remuneration of Directors, Key Managerial Personnel ('KMP') and Senior Management Personnel. The appointment of Directors, KMP and Senior Management Personnel is subject to the recommendation of the Nomination and Remuneration Committee ('NRC').

Based on the recommendation of the NRC, the remuneration of Executive Director comprises of Basic Salary, Perquisites, Allowances and Commission in accordance with the provisions of the Companies Act, 2013. The remuneration of Non-Executive Directors comprises of sitting fees and commission in accordance with the provisions of Companies Act, 2013.

However, during the year under review, the Managing Director of the Company has voluntarily opted to work without any remuneration. Accordingly, no remuneration was paid to him during the financial year 2025-26.

Further, the Chairman of the Company has voluntarily waived the right to receive the sitting fees payable to him for attending the meetings of the Board and its Committees in which he is a member with effect from May 15, 2025 until further instruction.

Also, no commission was paid to Non-executive Directors of the Company for the financial year 2025-26.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the

Company is in conformity with the requirement of

Section 178(3) of the Companies Act, 2013 and Listing

Regulations. The objectives and key features of this

Policy are:

a. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

b. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

i. Use the services of an external agencies, if required;

ii. Consider candidates from a wide range of backgrounds, having due regard to diversity; and

iii. Consider the time commitments of the candidates.

c. Devising a policy on Board diversity;

d. Identify persons who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every director's performance;

e. Directors' induction and continued updation as and when required of their roles, responsibilities and liabilities;

f. Formulation of criteria for performance evaluation of the Board, its Committees and Directors including Independent Directors / Non-Executive Directors;

g. Aligning the remuneration of Executive Directors, Key Managerial Personnel and Senior Management Personnel with the Company's financial position, industrial trends, remuneration paid by peer companies etc.; and

h. Recommend to the Board all the remuneration in whatever form, payable to the Senior Management.

The guiding principles of the Policy are:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www. ksrfootwear.com and is available at the link https:// www.ksrfootwear.com/wp-content/uploads/2025/07/3.-Nomination-and-Remuneration-Policy.pdf

Risk Management

Your Company monitors its major risks and concerns at regular intervals.

Provisions relating to constitution of the Risk Management Committee in terms of Listing Regulations is not applicable to the Company.

Meetings of the Board

During the year, 8 (eight) meetings of the Board were held. The details of meetings of the Board held during the financial year 2025-26 have been provided in the Corporate Governance Report which forms part of the Report.

Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report which is a part of this Report.

Extract of Annual Return

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31,2026 is available on the Company's website www.ksrfootwear.com at https:// www.ksrfootwear.com/annual-returns/

Particulars of contracts and arrangement with Related Parties

All transactions entered by the Company with Related Parties during the financial year 2025-26 as defined

under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 were held in the Ordinary Course of Business and at Arm's Length pricing basis. There were no materially significant transactions with Related Parties during the financial year 2025-26, which were in conflict with the interest of the Company. Suitable disclosures as required under Ind AS-24 have been made in the Notes to the financial statements.

Accordingly, the disclosure in Form AOC-2, pursuant to section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. The policy on Related Party Transactions can be accessed on the website of the Company https://www.ksrfootwear.com/company-policy/ .

Secretarial Standards

The Company has devised adequate systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are operating effectively.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 ("the Act”), your Directors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Directors 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 as at March 31, 2026 and of the Loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and

operating effectively during the financial year ended March 31,2026.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported, any incident of fraud committed in your Company by its officers or employees, to the Audit Committee and / or to the Board under Section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

Auditors

M/s. Agarwal & Associates, Chartered Accountants (Firm Registration No.: 323210E) was appointed by the Members of the Company at the 1st AGM as Statutory Auditors of the Company for a term of 5 (Five) consecutive years commencing from the conclusion of the AGM held on September 30, 2024 till the conclusion of the AGM for the financial year 2028-29.

The Auditors' Report on the Annual Accounts of the Company forms part of the Annual Report of the Company. The Auditors' Report does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with relevant Rules made thereunder and pursuant to Regulation 24A of the Listing Regulations read with the relevant circulars issued by Securities and Exchange Board of India, M/s. Arpan Sengupta & Company, Company Secretaries (Firm Registration No.: S2015WB308600) represented by its Proprietor, Mr. Arpan Sengupta (FCS No. 10599, COP No. 25767), was appointed by the Members of the Company at the 2nd AGM as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years for audit period of five consecutive years commencing from FY 2025-26 till FY 2029-30.

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith and marked as Annexure - I to this report.

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

Disclosure relating to Cost Audit and Cost Records

Compliances related to Cost Audit and maintenance of cost records are not applicable to the Company.

Disclosure as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014

The disclosure regarding the difference in valuation between a one-time settlement and valuation for

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 of Sexual Harassment at Workplace. An Internal Complaint Committee (ICC) with requisite number of representatives has been constituted to redress complaints relating to sexual harassment, if any. The Policy is gender neutral. All employees (permanent, contractual, temporary and management trainees) are covered under this Policy.

The Policy under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed there under is available in the website of the Company at www.ksrfootwear.com.

The details of complaints relating to Sexual Harassment during the year are as follows:

Industrial Relations

Your Company maintained healthy, cordial and harmonious industrial relations at all levels.

Corporate Governance

A Report on Corporate Governance along with a Certificate from the Statutory Auditors confirming of corporate governance requirements as stipulated under Listing Regulations is enclosed as Annexure - IV and forms part of this Report. The said report also contains a certificate from a Practising Company Secretary confirming that none of the Board of Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director of the Company as prescribed under Listing Regulations.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming a part of this Report.

Cautionary Statement

Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations, may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

Acknowledgement

The Directors express their sincere gratitude to financial institutions, banks, merchant bankers, legal consultants, registrars, and government authorities for their continuous guidance and support during the year under review.

Your Directors also extend their appreciation to valued customers and vendors for their invaluable cooperation during the year and look forward to the future with absolute confidence and optimism,

Your Directors incredibly grateful for the continuous hard work, dedication, contribution and commitment by executives, staffs and workers at all levels of the Company.