KVS Castings Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your directors have pleasure in presenting their 7^th Board’s Report on the business and operations of the Company Company’s audited financial Statement, for the Financial Year ended 31st March, 2026.

1. FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Accounting Standards ("AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).

Your Company’s financial performance of the Company based on Audited Financial Statements for the financial year 2025-26 is summarized below:

('' in Lacs.)

PARTICULARS	Financial Year 2025-26	Financial Year 2024-25
Revenue from Operations	5139.90	5010.94
Other Income	3.11	32.28
Total Income	5,143.01	5043.22
EBITDA	1111.98	979.74
Less: Depreciation	102.39	78.74
EBITA	1009.59	901.27
Less: Finance Cost	45.24	8.83
EBT	964.35	892.44
Tax Expenses	258.99	233.77
EAT	705.36	658.67
Earnings Per Share (EPS)
Basic	4.34	4.78
Diluted	4.34	4.78

2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/ STATE OF COMPANY’S AFFAIR:

The Company is engaged in the business of manufacturing and selling CI Castings, SG Iron Castings, High Carbon Steel Castings, Gun Metal Castings, Brass Castings, and other metal products, along with all allied and incidental products connected therewith.

During the year under review, the Company achieved a total revenue of '' 5,139.90 Lakhs from its operations and reported a Net Profit of '' 705.36 Lakhs, reflecting an improvement over the previous financial year. This growth demonstrates the Company’s continued focus on operational efficiency, market expansion, and value creation for stakeholders.

The management remains committed to enhancing operational efficiency and implementing effective strategies with a view to achieving higher turnover and improved profitability in the coming years.

3. CAPITAL BASE AND CHANGE IN SHARE CAPITAL STRUCTURE:

The Authorized Capital of your company stands at Rs. 22,50,00,000/- (Rupees Twenty- Two Crore Fifty Lac Only) divided into 2,25,00,000 (Two Crore Twenty-Five Lac) Equity Shares of face value '' 10 (Rupees Ten) each.

The issued and paid-up share capital stands '' 18,75,33,240 (Rupees Eighteen Crore Seventy-Five Lakh Thirty-Three Thousand Two Hundred Forty only) divided into 1,87,53,324 (One Crore Eighty- Seven Lac Fifty-Three Thousand Three Hundred Twenty-Four) Equity Shares of face value '' 10 (Rupees Ten) each.

During the year under review, there was change in the share capital structure of the Company, as detailed below:

The Issued, Subscribed and Paid-up Share Capital of the Company increased from '' 13,78,33,240 (Rupees Thirteen Crore Seventy-Eight Lakh Thirty-Three Thousand Two Hundred Forty only) to '' 18,75,33,240 (Rupees Eighteen Crore Seventy-Five Lakh Thirty-Three Thousand Two Hundred Forty only).

Initial Public Offer (IPO) Allotment: The Company made an allotment of 49,70,000 (Forty-Nine Lakh Seventy Thousand) equity shares of face value '' 10/- each at a premium of '' 46/- per share, aggregating to a total consideration of '' 27,83,20,000 (Rupees Twenty- Seven Crore Eighty-Three Lac Twenty Thousand only).

4. DIVIDEND:

The Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year under review, in order to conserve resources for future business requirements and growth initiatives.

5. TRANSFER TO RESERVES:

The Board of Directors proposes to transfer a sum of §705.36 Lacs, representing the entire amount of profit for the financial year 2025-26 as reflected in the Statement of Profit and Loss, to General Reserves under the head Reserves & Surplus for the financial year ended on March 31, 2026.

6. CREDIT RATING:

During the Period under review, the credit facilities of the Company were reviewed by CRISIL Ratings Limited (“CRISIL”). The credit ratings assigned to the Company vide its letter dated 05.04.2026 are as follows and the intimation for the same has been sent to BSE dated 06.04.2026:

Total Bank Loan Facilities Rated : '' 80 Crore

Long Term Rating : Crisil BBB-/Stable

Short Term Rating : Crisil A3

These ratings reflect the Company’s strong financial discipline, improving business fundamentals, and prudent risk management practices.

7. LISTING OF EQUITY SHARES:

During the financial year 2025-26, the Company successfully completed its Initial Public Offer (IPO) amounting to '' 2783.20 lakhs (fresh issue) comprising 49,70,000 equity shares at an issue price of '' 56 per share (including face value of '' 10 per share and premium of '' 46 per share). The company raised Rs 2783.20 Lakhs with net proceeds of Rs 2373.93 Lakhs.

The Company''s equity shares were listed on the SME Platform of BSE Limited on October 6^th 2025.

The proceeds from IPO are being utilized strictly in line with the objects approved in the offer document and by shareholders.

The successful listing marks a significant milestone in the Company’s growth journey and enhances transparency and access to capital markets.

8. COMPANY STATUS, CHANGE IN THE NATURE OF BUSINESS AND OTHER CHANGES:

The Board of Directors confirms that your Company continues to operate as a Public Company, maintaining the same business structure as in the previous year.

Your Company was listed on the SME Platform of BSE Limited as stated above. Accordingly, during the year under review, the Company became a listed Public Company.

Your company has shifted its registered office from B- 25-29, Industrial Estate Bazpur Road, Kashipur, U. S. Nagar-244713 (Uttarakhand) to Village Girdhiyai & Baghelewala, Aliganj Road, Tahsil-Kashipur 244317, U.S. Nagar (Uttarakhand), which is within the local limits of the same city with the approval of the Board dated 06^th March, 2026.

Further, the Company has continued to carry on the same line of business activities as in the preceding financial year. There has been no change in the nature of business of the Company during or subsequent to the close of the financial year to which these financial statements relate.

9. STRATEGIC GROWTH PLANS:

With the successful listing of your Company on the SME Platform of BSE Limited, the Board has drawn up a clear roadmap to leverage this milestone for sustainable growth and enhanced stakeholder value. The strategic priorities include:

• Strengthening Market Position: Expanding the Company’s presence in existing markets while exploring new geographies and customer segments to diversify revenue streams.

• Operational Excellence: Enhancing efficiency through adoption of technology, process automation, and cost optimization measures to improve margins and competitiveness.

• Corporate Governance & Compliance: Upholding the highest standards of transparency, accountability, and compliance in line with SEBI (LODR) Regulations, 2015 and the Companies Act, 2013 and other applicable laws.

• Stakeholder Engagement: Strengthening communication with shareholders, customers, and partners to build trust and long-term relationships.

The Board believes that these strategic initiatives will enable the Company to capitalize on opportunities available to SME-listed entities, ensure long-term value creation, and position the Company for robust growth in the coming years.

During the year under review, the Company commissioned its new production facility having an installed capacity of 12,000 metric tons per annum, in addition to its existing production capacity of 7,200 metric tons per annum. Consequently, the total installed production capacity of the Company increased to 19,200 metric tons per annum. The Company commenced trial and commercial operations of the new facility with effect from 02 March 2026. The capacity expansion is in line with the objects of the IPO, particularly towards capital expenditure for the acquisition of plant and machinery.

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the financial year under review, the Company did not have any subsidiaries, associate companies, or joint venture entities.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments which have occurred between the end of the financial year to which the financial statements relate and the date of this Report, affecting the financial position of the company.

Hence no further disclosures are made pursuant to Section134(3)(l) of the Companies Act, 2013.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations during the period under review.

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company’s internal financial controls relating to its financial statements. During the year, no reportable material weakness was observed.

The company has laid down adequate systems and well-drawn procedures for ensuring internal financial controls. It has appointed an external audit firm as internal auditors for periodically checking and monitoring the internal control measures.

The Board of Directors have adopted various policies like Related Party Transactions Policy and Whistle Blower Policy and put in place budgetary control and monitoring measures for ensuring the orderly and efficient conduct of the business of the company, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

14. ANNUAL RETURN:

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the act, the Annual Return as on the March 31, 2026 shall be uploaded & will be available on the website of the company at https://kvscastings. com.

15. ACCEPTANCE OF DEPOSITS:

The Company has neither accepted nor held any deposits from the public or shareholders during the year under review. Accordingly, there were no overdue amounts relating to principal or interest on deposits outstanding as at the close of the financial year, in compliance with the applicable provisions of the Companies Act, 2013 and related regulations.

Hence no further disclosure made under Rule 8(5) of Companies (Accounts) Rules 2014.

Further, your company has taken Unsecured Loan from Director or his/her relatives of amount '' 40.00 Lacs, during the period under review.

16. AUDITORS AND AUDITOR’S REPORT:

i) STATUTORY AUDITOR

M/s. Arora Gupta & Co., Chartered Accountants (Firm Registration No. 0021313C) were appointed as the Statutory Auditors of the Company with effect from August 10, 2024, for their first term of five consecutive years. Their tenure shall continue until the conclusion of the Annual General Meeting to be held for the financial year ending March 31, 2029. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors in consultation with the Auditors.

BOARD’S COMMENT ON THE STATUTORY AUDITOR’S REPORT:

The statutory Auditors’ Report for FY 2025-26 forms part of the Annual Report for the FY 2025-26. The report is self-explanatory. The report does not contain any qualification, reservation or adverse remark.

ii) SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act read with the Rules thereof, the Board of Directors have appointed M/s Nishi & Associates, (Membership Number: A44170 and COP: 26395), the Practicing Company Secretary, Peer Reviewed Firm, Kashipur, Uttarakhand for conducting a secretarial audit of secretarial records of the company for the financial year 2025-26. The Secretarial Audit Report for FY 2025-26 is annexed herewith as “Annexure- A”.

BOARD’S COMMENT ON THE SECRETARIAL AUDIT REPORT:

There are no adverse observations in the secretarial Audit Report for the FY 2025-26 and hence does not call for any explanation.

iii) INTERNAL AUDITOR

Pursuant to provisions section 138 and section 179 of the Companies act 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 and rule 8 of the Companies (Meetings of board and its Powers) Rules, 2014 A. Rajat And Company (FRN: 028393C), Kashipur was appointed as an Internal Auditor of the company with effect from 24.07.2025 on the terms and at such remuneration as shall be fixed by the Board of Directors.

BOARD’S COMMENT ON THE INTERNAL AUDIT REPORT:

There are no adverse observations in the Internal Audit Report for the F.Y. 2025-26 and hence does not call for any explanation.

17. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information under Sec 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of Companies (Accounts) Rules, 2014 for the financial year ended 31st March, 2026.

i) CONSERVATION OF ENERGY

The Company remains committed to energy conservation and has implemented several initiatives to enhance energy efficiency across its manufacturing processes. These efforts include regular monitoring of energy consumption, optimizing the use of machinery and equipment, and adopting energy-saving practices where feasible. The management continues to explore innovative ways to reduce energy usage and fuel consumption, contributing to cost reduction and environmental sustainability.

ii) TECHNOLOGY ABSORPTION

During the year under review, your Company has adopted automation in place of manual processes across key operational areas. This initiative has enhanced efficiency, reduced human error, and improved accuracy in reporting and compliance. The shift to automated systems reflects the Company’s commitment to modernization, cost-effectiveness, and strengthening internal controls.

Further, your Company did not enter into any agreements involving technology transfer or collaboration. As a result, the requirements relating to the absorption, adaptation, and innovation of technology, as prescribed under applicable laws and regulations, are not applicable to the Company for this period. Your Company remains open to exploring new technologies that can enhance its product quality and operational efficiency in the future.

iii) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company did not have any foreign exchange earnings or outgo during the financial year under review. The management continues to evaluate opportunities to expand its business internationally, which may result in foreign exchange transactions in future periods.

18. COMPOSITION AND STRUCTURE OF BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP) AND CHANGES IF ANY:

i) COMPOSITION OF BOARD OF DIRECTORS AND KMP:

As on the financial year ended 31st March, 2026, your Board comprised 8 Directors and 3KMPs, consisting of:

• Four (4) Non-Executive Directors,

• Three (3) Independent Directors and

• One (1) Managing Director (Executive Directors) (KMP)

• One (1) Chief Financial Officer (KMP)

• One (1) Chief Executive Officer (KMP)

• One (1) Company Secretary (KMP)

The Board of the Company is fully compliant with the provisions of the Companies Act, 2013. As your Company is an SME Listed Entity, the requirements relating to Board composition under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable, in terms of Regulation 15 of SEBI (LODR) Regulations, 2015.

Further, none of Directors of the Company are disqualified from being appointed as Director of the Company pursuant to Section 164(2) of the Companies Act, 2013 and this fact has been affirmed by the auditors in their report.

19. DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

During the financial year under review, pursuant to the provisions of Sub-section (4) of Section 149 of the Companies Act, 2013, read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, your company has 3 Independent Directors on the Board namely Mr. Madhup Misra (DIN: 10706343) and Mr. Jaswinder Singh Ahluwalia (DIN: 03311764) and also appointed Mr. Sudhir Agarwal (DIN: 08602216) as Additional Director (Independent) dated 18^th August, 2025. Accordingly, your Company has received the necessary declarations from each Independent Director confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

I n the opinion of the Board, there has been no change in circumstances affecting their status as Independent Directors. The Board is satisfied with their integrity, expertise, and experience, including their proficiency in accordance with Section 150(1) of the Act and the applicable rules thereunder.

Furthermore, in compliance with Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors have included their names in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The terms of appointment of Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act and the Code for Independent Directors adopted by the Company.

20. COMMITTEES OF THE BOARD

Your Company has constituted the following Committees of the Board in compliance with the provisions of the Companies Act, 2013:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders’ Relationship Committee

• Corporate Social Responsibility Committee

I n order to adhere to the best corporate governance practices, to effectively discharge their functions and responsibilities, and in compliance with the requirements of applicable laws, the Board constituted the above Committees with effect from September 10, 2024.

c. Meeting of Independent Directors:

During the year under review, three Independent Directors namely Mr. Madhup Misra (DIN: 10706343), Mr. Jaswinder Singh Ahluwalia (DIN: 03311764) and Mr. Sudhir Agarwal (DIN: 08602216) duly met on 06^th March 2026 and reviewed the performance of Non-Independent Directors and the Board as a whole taking into account the views of the other Directors.

22. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR:

Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013, The Nomination and Remuneration Committee (NRC) has approved the criteria and process for identification/ appointment of Directors which are as under:

Your Company''s policy on "Criteria for making payment to Non- Executive Directors”, "Code for Independent Director” and "Terms and Condition of Independent Directors are placed on website of the Company at https:// kvscastings.com. The Policy is directed towards establishing reasonable and sufficient level of remuneration to attract, retain and motivate Directors & employees of the quality required to run the Company successfully. This Policy is in consonance with existing industry practice. This Policy sets out the guiding principles for the Nomination and Remuneration Committee to identify persons who are eligible to be appointed as Directors and to determine the independence of a candidate at the time of considering his/her appointment as an Independent Director of the Company. The proposed Independent director shall meet following criteria:

i) uphold ethical standards of integrity and probity;

ii) act objectively and constructively while exercising his duties;

iii) exercise his responsibilities in a bona fide manner in the interest of the company;

iv) devote sufficient time and attention to his professional obligations for informed and balanced decision making;

v) not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;

vi) not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;

vii) refrain from any action that would lead to loss of his independence;

viii) where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;

ix) assist the company in implementing the best corporate governance practices.

23. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The evaluation of the Board, its Committees and Individual Directors was carried out as per the process and criteria laid down by the Board of Directors. The proforma formats for facilitating the evaluation process of the Non-Independent Directors and the Board as a whole and the Committees were sent to the respective Directors. Based on the response received from the respective Directors, brief presentation was placed before the Board containing the outcome of their evaluation. Based on the feedback, the Board expressed satisfaction on overall functioning of the Board, the Committees and performance of the Directors.

24. MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated under Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is an integral part of this Annual Report.

The report provides an overview of the industry structure, developments, opportunities and threats, operational and financial performance, internal control systems, and other material developments during the year under review.

As the Company is listed on the SME platform of BSE Limited, Corporate Governance is not applicable to the Company.

25. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards on meetings of the Board of Directors and Meeting of the shareholders, issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013 and the Board of Directors confirms the compliance of the applicable Secretarial Standards.

26. RISK MANAGEMENT POLICY:

The Company has put in place Risk Management Policy and Plan. The Company has identified various risk also which in the opinion of the Board may threaten the existence of the Company.

The Board of Directors monitor the above mentioned or any other unforeseen/ unexpected risks and ensure the smooth and clinical implementation of mitigation measures as are in the best interest of the company under the circumstances.

27. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

KVS Castings always believes in promoting a culture of trust and transparency. The vigil mechanism in KVS Castings resonates with the same values. The Company has a Vigil Mechanism that provides a formal channel for all its directors, employees and business associates including customers to approach the Whistle Blower Committee and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the KVS Code of Conduct (''CoC''). All protected disclosure as per Whistle Blower Policy shall be addressed to the Chairman of the Audit Committee No person is denied access to the Whistle Blower Committee. The Vigil Mechanism includes policies viz. the Whistleblower Policy for Directors & Employees. The company has provided dashboard for complaints on its websites as well as a Whistle Blower complaint box in the office premise.

During the year under review, the Company has not received any complaints of unethical behavior or any type of violation of the KVS CoC.

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as follows:

29. HUMAN RESOURCES

Your Company has taken many initiatives to support business through organizational efficiency; process change support and various employee engagement programs which have helped the Organization achieve higher productivity levels. The main focus of the company is the development of employees in various areas with specific focus on customer service and technical & managerial capacity building in order to meet the future talent requirement.

The Company has a favorable work atmosphere and there is constant effort to improve the same, thus encouraging innovation and productivity. The Company has the policy that attracts high-skilled employees from the industry and also retains them by realizing their dreams of growth and work satisfaction.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year are not materially significant. No related party transactions entered by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The related party transactions entered by the Company are disclosed in Form No. AOC-2, the details are attached in "Annexure B”.

31. _PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 185 & 186:

During the year under the review, your company has not given any Loan, Guarantee and has not made any investment under the provisions of Section 185 & 186 of the Companies Act, 2013.

32. BORROWINGS:

The details of the Company’s borrowings have been reported and disclosed in the Financial Statements for the FY 2025-26, which form an integral part of the Annual Report.

33. DISCLOSURE UNDER REGULATION 32 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that:

During the year under review, the Company has not deviated or varied the utilization of proceeds of the Initial Public Offering (IPO) from the objects stated in the offer document. The funds raised through the IPO have been utilized for the purposes as mentioned in the Prospectus. The statement of utilization of IPO proceeds has been reviewed by the Audit Committee and the Board of Directors periodically.

The company raised Rs 2783.20 Lakhs with net proceeds of Rs 2373.93 Lakhs. However, the Company has unutilized fund of 351.65 Lacs out of the proceeds of Initial public offer.

Unutilised IPO proceeds amounting to '' 351.65 Lakhs as at March 31, 2026 are parked in the current account maintained by the Company with Yes Bank, Kashipur, Uttarakhand.

34. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct ("PIT Code”) to regulate, monitor and report trading in your Company’s shares by Company’s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Company’s shares and sharing Unpublished Price Sensitive Information ("UPSI”).

The PIT Code covers Company’s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on your Company’s website https://kvscastings.com.

35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from banks and financial institution.

36. DISCLOSURE WITH REGARD TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any Demat Suspense Account or Unclaimed Suspense Account.

37. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company does not have any unclaimed Dividend or Unclaimed Shares So, these provisions are not applicable to the Company.

38. DECLARATION / CERTIFICATE PURSUANT TO SCHEDULE V OF SEBI (LODR) REGULATIONS 2015:

Mr. Sanjay Rajeshwar Agarwal, Chief Executive officer has given the declaration that the Members of the Board of Directors and senior management personnel have affirmed compliance with the code of conduct of Board of Directors and Senior Management. The certificate is attached to the Board Report as "Annexure- C”.

39. DETAILS IN RESPECT OF FRAUD:

The Auditors have not reported any Fraud under the provisions of Section 143(12) of Companies Act 2013.

40. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), your Company has constituted a CSR Committee to oversee the implementation of its CSR initiatives.

The constitution of CSR Committee is disclosed hereinabove under Point no. 20 of Board Report. Your Company has a longstanding commitment to social responsibility and has undertaken several philanthropic and community development initiatives. Pursuant to the CSR Policy of the Company, the Company focuses on areas of Education, Free Medical Treatment, Skill Development, and support for Old Age People, through KVS Premier Foundation.

The CSR Policy of the Company, as recommended by the CSR Committee and approved by the Board of Directors, is available on the Company’s website at https://kvscastings.com.

A brief outline of the CSR Policy and the Annual Report on CSR activities undertaken during the financial year, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), is provided in "Annexure - D” to this Report.

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

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any complaint of sexual harassment.

42. MATERNITY BENEFIT:

I n accordance with the provisions of the Maternity Benefit Act, 1961, the Company affirms its commitment to provide maternity benefits as applicable. However, during the year under review, Your Company has only One (1) women employee.

43. DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors hereby report for the year ended 31^st March 2026 that:

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

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 at the end of the financial year and of the profit of the company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 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. the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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.

44. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. The Director has declared that there is no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

b. The Director has declared that there is no application made or not any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

c. In accordance with the provisions of Section 148(1) of the Companies Act, 2013, the Company is not required to maintain cost records as prescribed by the Central Government during the year under review.

d. Further, the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company. Accordingly, there is no requirement to appoint a Cost Auditor for the financial year ended 31st March, 2026.

ACKNOWLEDGEMENT:

The Directors wish to place on record their heartfelt appreciation for the timely assistance, support, and continued cooperation extended by the Company’s bankers during the year under review. Their valuable partnership has significantly contributed to the smooth functioning and financial stability of the Company.

The Board also gratefully acknowledges the unwavering dedication, commitment, and diligence demonstrated by every employee at all levels of the organization. Their collective efforts, professionalism, and teamwork have been instrumental in achieving the Company’s objectives and sustaining operational excellence throughout the period.