KEI Industries Ltd

<dhhead>Directors’ Report</dhhead>

To The Members

Your Directors have pleasure in presenting their 33^rd Annual Report (Integrated), together with the Audited Annual Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2025.

The Company’s financial performances for the year ended March 31, 2025 along with previous year’s figures are summarized below:

( Rs. in Million)

During the year, your Company achieved a turnover of Rs. 97,358.77 million as against

Rs. 81,207.28 million in FY 2023-24, showing a strong growth of 19.89%. During the year under review, turnover from Cables & Wires segment stood at

Rs. 91,769.63 million as compared to Rs. 73,357.58 million in FY 2023-24, turnover from Stainless Steel Wire segment was Rs. 2,159.31 million during FY 2024-25 as compared to Rs. 2,222.26 million in FY 2023-24 and EPC Projects Segment revenue

(excluding Cables) contributed a turnover of Rs. 3,429.83 million in FY 2024-25 as compared to Rs. 5,627.44 million in FY 2023-24. During the year under review, Profit before Tax stood at Rs. 9,369.70 million as compared to Rs. 7,812.88 million in the preceding year and Net Profit stood at Rs. 6,964.14 million as compared to

Rs. 5,810.53 million in the preceding year.

Company has an associate company with 49% ownership interest under name of KEI Cables SA (PTY) Ltd with principal place of business in South Africa. In the FY 2024-25, the Subsidiary, i.e., KEI Cables Australia PTY Limited has been liquidated on June 17, 2024 and de-registered w.e.f. September 18, 2024 with Australian Securities and Investments Commission (ASIC). The Liquidation of the Subsidiary willnotimpactthebusinessoperationsoftheCompany as the Subsidiary was not material subsidiary of the Company. Further, pursuant to Section 129(3) of the Companies Act, 2013 a report on the performance and financial position of the Subsidiary, Associate and Joint Venture is disclosed in Form AOC-1 in Annexure-A and forms part of this report.

The Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) 110 – "Consolidated Financial Statements" and Indian Accounting Standard (Ind AS) - 111 – "Financial Reporting of interest in Joint Venture" specified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

During the year, the Board of Directors of your Company has decided not to transfer any amount to the reserves and decided to retain all the profits under surplus account.

The Board of Directors of the Company at their meeting held on January 21, 2025 has declared an interim dividend of Rs. 4.00 (i.e. 200%) per Equity share on the Equity shares of face value of Rs. 2/- each for the financial year 2024-25 which has resulted in cash outflow of Rs. 382.21 million. The Board has not recommended a final dividend and the interim dividend of Rs. 4.00 per equity share declared by the Board on January 21, 2025 shall be considered as the

final dividend for the Financial Year 2024-25. Thus, the total dividend for the Financial Year 2024-25 remains Rs. 4.00 per equity share of Rs. 2/- each.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy of the Company had been updated by the Board of the Directors of the Company on May 06, 2025. The Dividend Distribution Policy is also available on the website of the Company at https://www.kei-ind. com/dividend-distribution-policy-iframe/ under Investor Relations Section.

No material changes and commitments affecting the financial position of the Company occurred between the end of financial year to which this financial statements relates and the date of this Report.

During the year under review, there was no change in the nature of business of the Company.

CARE Ratings Limited, India Ratings and Research Private Limited and ICRA Limited have upgraded Long Term Bank Facilities Rating as AA+ Stable (Double A Plus; Outlook: Stable) vide their letters dated September 11, 2024, June 06, 2025 and email dated June 24, 2025 respectively. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. Further, CARE Ratings Limited, India Ratings and Research Private Limited and ICRA Limited have re-afirmed A1+ (A one plus) rating to Short-term Bank Facilities and Commercial Paper vide their letters dated September 11, 2024, June 06, 2025 and email dated June 24, 2025 respectively. Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations. Such instruments carry lowest credit risk.

As on 31.03.2025, 16 Copyrights and 60 Trademarks are registered in the name of the Company.

The following are the licenses and other certification existing in your organization. ? NABL-ISO/IEC 17025: 2017 ? CE MARKING (EN ISO/IEC 17020) ? RDSO (IRS:S-63/2014 (Rev 4.0), E-14/01 (part I & II) (Rev 2) & SPEC/E-14/04 (Rev 2) ? SABS, SANS: 1339:2020 ? UL 1072 – Medium Voltage Power Cables ? British Approvals Service for Cables (BASEC) ? We are BIS Compliant.

Unpaid / Unclaimed Dividend for the Financial Year 2016-17 has been transferred to the Investor Education and Protection Fund established by the Central Government. Further, amount of Unpaid / Unclaimed Dividend for the Financial Year 2017-18 is due for deposit to the Investor Education and Protection Fund on October 26, 2025.

During the year under review, your Company has transferred Rs. 2,77,867.20 as unpaid / unclaimed dividend in respect of financial year 2016-17 to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to the provisions of Section 124(5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force and as may be enacted from time to time). Further, the total amount lying in the Unpaid Dividend Account(s) of the Company in respect of the last seven years and when such unpaid dividend is due for transfer to Investor Education and Protection Fund is disclosed in a separate section titled Report on Corporate Governance and has been included in this Integrated Annual Report.

Further, during the year under review, your Company has transferred 6,006 Equity shares into the Demat Account of Investor Education and Protection Fund held with NSDL (DPID/Client ID IN300708/10656671) and CDSL (DPID/Client ID 12047200/13676780) pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force and as may be enacted from time to time) i.e., shares on which dividend has not been claimed for seven consecutive years i.e., from FY 2016-17. Further, the details of shareholders whose dividend and shares are transferred to Investor Education and Protection Fund are updated on the website www. kei-ind.com under Investor Relations Section.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) a) Composition i) As on date, Company has 8 Directors with an Executive Chairman, of the 8 Directors, 3 are Executive Directors and 5 are Non-Executive Directors (including 4 Independent Directors). The Composition of the Board is in conformity with the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. ii) None of the Director on the Board is a director in more than 7 Listed Companies or a member of more than 10 Committees or a Chairman

/ Chairperson of more than 5 Committees across all listed companies (including public limited company) in which he/she is a Director. Necessary disclosures regarding Committee positions in other public limited companies as on March 31, 2025 have been disclosed by all the Directors of the Company. iii) None of the Whole-time Key Managerial Personnel (KMP) of the Company is holding office in any other Company as a Key Managerial Personnel. iv) Further, none of the Directors / KMP of the Company is disqualified under any of the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(i) Mr. Pawan Bholusaria, Mr. Vijay Bhushan, Mr. K G Somani and Mr. Vikram Bhartia ceased to be the Independent Directors of the Company w.e.f. closing of business hours on September 18, 2024 upon completion of two consecutive terms of 5 years each.

(ii) Based on the recommendation of the Nomination and Remuneration Committee and the Board, Shareholders of the Company at its Annual General Meeting held on September 11, 2024 approved appointment of Mr. Vinay Mittal (holding DIN: 05107333) as an Independent Director (Category: Non- Executive) of the Company for the first term of 5 (Five) consecutive years w.e.f. July 29, 2024 upto July 28, 2029 in accordance with the provisions of Section 149, 150 and 152 of the Companies Act, 2013 read with Schedule IV and Rules made thereunder and other applicable provisions of the Companies Act, 2013, if any. (iii) Further, based on the recommendation of the Nomination and Remuneration Committee and the Board, Shareholders of the Company through resolution passed by postal ballot dated February 21, 2025 approved re-appointment of Mr. Rajeev Gupta as Executive Director (Finance) & CFO for a period of 5 years w.e.f. June 01, 2025 till May 31, 2030 in accordance with the provisions of Sections 196,197 and 203 read with schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the rules made thereunder.

(iv) As per Section 152 of the Companies Act, 2013 and other applicable provisions of the Act, Mr. Akshit Diviaj Gupta (holding DIN: 07814690), Director of the Company (designated as Whole-Time Director) of the Company, who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The details of Directors being recommended for appointment / re-appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is contained in the accompanying Notice convening ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking shareholders’ approval are also included in the Notice. c) Declaration by Independent Directors

All the Independent Directors of the Company have given their declaration for the FY 2024-25 that they continue to meet all the criteria as specified under Section 149(6) & (7) of the Companies Act, 2013 and under Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are independent of the management in respect of their position as an "Independent Director" in the Company.

Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience (including the pro_ciency) as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

The Board of Directors of the Company duly met 4 (Four) times during the financial year from April 01, 2024 to March 31, 2025 on May 02, 2024, July 29, 2024, October 15, 2024, and January 21, 2025. Further, during the year, two separate meetings of the Independent Directors of the Company were held on September 11, 2024 and March 31, 2025 respectively to discuss and review the performance of all other Non-Independent Directors, Chairman of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of Companies Act, 2013 and under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Board is regularly updated on changes in statutory provisions, as applicable to your Company. Your Board is also updated on the business operations of your Company. These updates help the Directors in keeping abreast of key changes and their impact on your Company. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

During the year, Share Allotment Committee of the Board of Directors has issued and allotted 48,000 equity shares of face value of Rs. 2/- each to eligible employees under KEI Employees Stock Option Scheme 2015. Further, Fund Raising Committee of the Board on November 28, 2024, has issued and allotted 52,63,157 Equity Shares of face value of Rs. 2/- each, to eligible qualified institutional buyers at an issue price of Rs. 3800 per Equity Share (including a premium of Rs. 3798 per Equity Share), aggregating to Rs. 20,000 million (Rupees Twenty Thousand Millions only) under Qualified Institutions Placement. Accordingly, the paid-up share capital of the Company has increased from 9,02,41,438 equity shares of face value of Rs. 2/- each to 9,55,52,595 equity shares of face value of Rs. 2/- each.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the parameters suggested by the Nomination and Remuneration Committee, the Board of Directors carried out an annual evaluation for the financial year 2024-25, of its own performance, its Committees and Individual Directors. The evaluation was undertaken by way of internal assessments, based on a combination of detailed questionnaires and verbal discussions.

The performance of the Board was evaluated by the Board Members after considering inputs from all the Directors primarily on: ? Board composition and quality with emphasis on its size, diversity, skill set of members; ? Board process and procedure with emphasis on the frequency of meetings, attendance thereof and flow of information; ? Engagement in Corporate Governance, ethics and compliance with the Company’s code of conduct. ? Periodic review of the Company’s management and internal control system for appropriateness and relevance; ? Oversight of the Financial Reporting process including Internal Controls and Audit Functions; ? Reviewing and monitoring of Company’s workings and strategy and whether it is effective in discharging its responsibilities proactively and constructively.

The Board evaluated the performance of the Committees on the following parameters: ? Committee is properly constituted. ? Composition of the Committee is in compliance with applicable legal provisions. ? Terms of Reference of the Committee are in compliance with applicable legal provisions. ? Committee observes its Terms of Reference. ? Frequency of the Meetings of the Committee is adequate. ? The Committee Members receive Agenda/ Notes/ Details relating to the business to be transacted at the Committee Meetings well in advance. ? Active participation of all the Members of the Committee in the deliberations/decision making. ? Meetings of the Committees are organized properly and appropriate procedures are followed in this regard. ? Minutes of the Committee Meetings are prepared and signed on time and the same are placed before the Board as required. ? Committee is effective in carrying out its mandate.

Performance Evaluation of Individual Directors ? The performance evaluation of the Individual Directors were carried out by the Board and other Individual Directors, considering aspects such as: ? Attendance and Participation in Meetings of the Board of Directors and of the Board Committees. ? Devoted sufficient time and attention to professional obligations for informed and balanced decision making. ? Advising in implementation of good Corporate Governance practices. ? Independent in judgement and actions. ? Exercised his/her duties with due & reasonable care, skill and diligence. ? Acted in good faith and in the best interest of the Company towards promotion of interest of the stakeholders. ? Not engaging in conduct which may not be in the interests of the Company.

TheoutcomebroughtoutthattheBoardise_ectiveand follows highest standards of Corporate Governance practices. There is transparency in the working of the Board. Board members contribute effectively on monitoring performance, compliance and strategy. Assumptions of management are challenged and future course of action decided by the Board. The Audit Committee regularly meet the auditors separately. Meetings of Independent Directors are held regularly with the Auditors and findings shared with the Chairman and with the Board. The Company scores very high in timely communication of agenda, facilitating discussions and recording minutes truthfully.

The Board Committees well support the effective performance of the Board. The suggestions given in the Committee meetings are willingly implemented by the management.

The Independent Directors are from diverse fields of management. They regularly review the practices in governance, compliance, ATR on audit findings, succession planning etc.

The non-independent Directors are strong in their respective areas and contribute immensely for the performance of the Company. They have outstanding knowledge of the sector, business issues of the Company and the emerging local and global developments. They also exhibit willingness to evaluate and implement suggestions from the independent Directors. The Chairman is a visionary leader, highly knowledgeable in all aspects of the Company, its businesses and products. He strongly demonstrates Leadership in consensus building and takes the Team together for delivering Excellent Performance. Most importantly he has put in place a well thought succession plan acceptable to all. He is a highly recognised industry leader known for his understanding and grip over the sector. The Chairman is open, transparent, collegial, listens to views of Board members and acts on them, upholds the highest standards of corporate governance.

Pursuant to Section 134(3)(c) of the Companies Act, 2013 in respect of Directors’ Responsibility Statement, the Directors to the best of their knowledge hereby state and confirm 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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) 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; 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.

There were no instances of fraud reported by the auditors.

The Company has framed a Nomination and Remuneration Policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a director and other matters pursuant to Section 178 of the Companies Act, 2013 and Regulation 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Specified in Part D of the Schedule II). The detailed Nomination & Remuneration Policy is annexed as Annexure-B and forms part of this Report and is also available on the website of the Company at https://www.kei-ind.com/nomination-and-remuneration-policy-iframe/ under Investor Relations Section.

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as on March 31, 2025 is available on the website of the Company at https://www.kei-ind.com/investor-relations/annual-return/ under Investor Relations Section.

The Company has well defined Risk Management Policy in place for identifying risks and opportunities that may have a bearing on the organization’s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. The primary objective of the policy is to implement a framework that augments risk response decisions and reduce surprises. It involves risk identification, risk categorization, risk assessment, risk mitigation and risk reporting and disclosure for strategic, operational, sectoral, sustainability (particularly ESG related risks) financial & reporting risk, compliance related risks and IT-related risk across various levels of the organization.

The Company has in place Internal Financial Control (IFC) system, in line with the requirements of the Companies Act, 2013. This system enhances transparency and accountability in the organization’s process of designing and implementing internal controls. The company has a clearly defined Governance, Risk & Compliance Framework, Policies, Standard Operating Procedures (SOP), and Financial & Operational Delegation of Authority. The IFC process helps the company to operate in an orderly and effective manner by ensuring adherence to rules, asset protection, fraud and error prevention and detection, accurate and comprehensive accounting records and timely preparation of trustworthy financial information. This system safeguards the interests of all stakeholders and optimizes resource utilization. The company’s internal control systems are commensurate with the nature, size, complexity of its business operations considering both financial & non-financial controls. These systems are routinely tested by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. Further, the Risk Management Policy has also been uploaded on the Company’s website and is available at https://www. kei-ind.com/risk-management-policy-iframe/ under Investor Relations Section.

Directors’ Report

During the year, no amount has been received by the Company as fixed deposit. As on March 31, 2025, the outstanding amount is Nil. There are no fixed deposits remaining unpaid or unclaimed as at the end of the year. Further, no amount of principal or interest was outstanding or in default as on March 31, 2025.

The shares of the Company are listed at National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). The Company has paid its up-to-date listing fees to all the stock exchanges.

During the year, there was no significant and material order passed by any Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status and future operations of the Company.

The Company is a regular payer of taxes and other duties to the Government. During the year under review your Company paid Rs. 2,261.33 million towards Corporate Income Tax as compared to Rs. 2,045.43 million paid during the last financial year.

The Company has also paid an amount of

Rs. 21,833.18 million on account of GST and Custom duty as compared to Rs. 17,676.81 million paid during last Financial Year.

During the year, no application has been made and no proceeding is pending against the company under the Insolvency and Bankruptcy Code, 2016 as at the end of financial year.

Not Applicable

There is no instance of one-time settlement with any bank or financial institutions.

Company’s industrial relations continued to be harmonious during the period under review.

The Company has framed a Policy on Material Subsidiary under Regulations 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 which is available on the website of the Company at https://www.kei-ind.com/policy-for-determining-material-subsidiaries-iframe/ under Investor Relations Section.

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the composition of the Audit Committee is as under:

consecutive years w.e.f. July 29, 2024.

Mr. Kishore Kunal, Company Secretary & Compliance Officer of the Company acts as Secretary to the Committee.

Further, the Board has not denied any recommendation of Audit Committee during the Financial Year.

In terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Mechanism and oversees through the Audit Committee, the genuine concerns expressed by the Stakeholders including Employees, Workers, Directors, Stakeholders, Community, Value Chain and Business Partners of the Company. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. During the year under review, no personnel has been denied access to the Audit Committee. Further, the Vigil Mechanism/ Whistle Blower Policy have been uploaded on the website of the Company at https://www.kei-ind.com/vigil-mechanism-whistle-blower-policy/ under Investor Relations Section.

During the year under review, the Company has not bought back any of its securities. b. SWEAT EQUITY

During the year under review, the Company has not issued any Sweat Equity Shares. c. BONUS SHARES

During the year under review, the company has not issued any Bonus Shares. d. EMPLOYEES STOCK OPTION PLAN

During the year, Share Allotment Committee of the Board has allotted 48,000 Equity Shares of face value Rs. 2/- each to eligible employees of the Company at an exercise price of Rs. 225 per share pursuant to KEI Employee Stock Option Scheme, 2015. During the Financial Year 2024-25, there has been no change in the Employee Stock Option Scheme of the Company. The ESOP Scheme(s) is in compliance with SEBI (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021 (‘the SBEB Regulations’). Member may refer to details of Employee Stock Option Plan (ESOP) in the financial statements in Note No. 16(h). Disclosures pursuant to SEBI (Share Based Employee Benefits) Regulations, 2021, in respect of ESOP 2015 as at March 31, 2025 are available on the website of the Company at https://www.kei-ind.com/disclosures-pursuant-to-sebi-regulations-2025/

Further, the Company has obtained a certificate from M/s. S.K. Batra & Associates, Secretarial Auditors under Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 (‘SBEB Regulations’) stating that the scheme(s) has been implemented in accordance with the SBEB Regulations. e. QUALIFIED INSTITUTIONS PLACEMENT (QIP)

During the year, Fund Raising Committee of the Board on November 28, 2024, has issued and allotted 52,63,157 Equity Shares of face value of Rs.2/- each, to eligible qualified institutional buyers at an issue price of Rs. 3800 per Equity Share (including a premium of Rs. 3,798 per Equity Share), aggregating to Rs. 20,000 million (Rupees Twenty Thousand Millions only) under Qualified Institutions Placement.

M/s. PAWAN SHUBHAM & CO., Chartered Accountants (Firm Registration Number: 011573C) were appointed as Statutory Auditors of the Company at the Annual General Meeting (AGM) held on September 07, 2022 for a term of five consecutive years i.e., from the conclusion of 30^th AGM till the conclusion of 35^th AGM of the Company to be held in the year 2027 pursuant to Section 139 of the Companies Act, 2013.

The observations / comments of Statutory Auditors in their Auditor’s Report are self-explanatory and therefore do not call for any further clarification / comment.

Your Board of Directors has re-appointed M/s. S. Chander & Associates, Cost Accountants (Membership No.: 9455) as Cost Auditor of the Company to conduct audit of Cost Records maintained by the Company for the Financial Year 2025-26 in accordance with Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 after obtaining his consent and certificate under Section 139, 141 and 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 where they have confirmed their consent and eligibility to act as Cost Auditors of the Company. Your Company has maintained cost records and accounts as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

There are no qualifications, reservations or adverse remarks made by Cost Auditors in their Report for FY 2024-25. Further, the Cost Audit Report for the FY 2023-24 was filed on August 27, 2024 and for the FY 2024-25, the Cost Audit Report to be filed within due date.

The Board of Directors, upon the recommendation of the Audit Committee, approved the Appointment of M/s S K Batra & Associates, Practicing Company Secretaries having a valid Peer review certificate, (Peer review certificate No.: S2008DE794900 issued by Institute of Company Secretaries of India) as Secretarial Auditors of the Company for a period of 5 years beginning from Financial Year 2025-26 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules made thereunder for conducting Secretarial Audit of the Company.

The Secretarial Audit Report for the FY 2024-25 as submitted by Secretarial Auditors in Form No. MR-3 is annexed to this Report as Annexure – C and form part of this report.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Annual Secretarial Compliance Report for the financial year ended March 31, 2025 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s S.K. Batra & Associates, Secretarial Auditors, and submitted to the stock exchanges.

The Company has framed a Policy on Corporate Social Responsibility pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 which is available on the website of the Company at https://www.kei-ind. com/corporate-social-responsibility-policy-iframe/ under Investor Relations Section.

The Annual Report on Company’s CSR activities of the Company as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-D and forms part of this report.

During the year, your Company has duly complied with the provisions of Section 186 of the Companies Act, 2013. The particulars of Loan given, Corporate Guarantees provided and Investment made by the Company during the year are as follows:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In accordance with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and in order to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual harassment and abuse, more particularly against sexual harassment at work places, your Company has constituted an Internal Complaint Committee and adopted a policy on Prevention of Sexual Harassment at Workplace. The policy aims to provide the effective enforcement of basic human right of gender equality and guarantee against sexual harassment and abuse. The policy on Prohibition, Prevention & Redressal of Sexual Harassment is available on the website of the Company at https://www.kei-ind.com/policy-on-prevention-of-sexual-harassment-against-women-at-workplace-iframe/

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. a. Number of complaints of sexual harassment received in the year – 0 b. Number of complaints disposed off during the year – 0 c. Number of cases pending for more than ninety days – 0

The Company is fully committed to upholding the rights and welfare of its employees in accordance with the applicable laws. In line with this commitment, the Company ensures strict compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time and maternity benefits are extended to 100% of employees.

The information required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-E and forms part of this Report.

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-F and forms part of this Report.

During the Financial Year, the Company has not entered into any materially significant related party contracts/ arrangements or transactions with the Company’s Promoters, Directors, Management or their Relatives, which could have had a potential conflict with the interests of the Company. All the contracts/arrangements or transactions entered into by the Company with Related party(ies) are in conformity with the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The particulars of every contract or arrangement if entered into by the Company with the related parties referred to in sub – section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto are disclosed in Form AOC–2 in Annexure-G and forms part of this Report.

The Company presents a statement of all related party contracts / arrangements or transactions entered into by the Company before the Audit Committee for its consideration and review on quarterly basis.

Pursuant to Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has filed the Reports on RPTs with the Stock Exchanges within the Statutory timlines.

Further, the Policy on materiality of Related Party Transactions as formed and approved by the Audit Committee and the Board of Directors as per Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company at h t t p s : / / w w w. k e i - i n d . c o m / re l a t e d - p a r t y -transactions-policy under Investor Relations Section.

Your Directors are pleased to report that your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder’s value.

Pursuant to Regulation 34 read with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Section titled Report on Corporate Governance has been included in this Integrated Annual Report and the certificate of M/s Pawan Shubham & Co., Chartered Accountants, the Statutory Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated under relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is obtained and annexed with the report on Corporate Governance.

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Integrated Annual Report.

In terms of Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, detailed information on the initiatives taken by the Company from an environmental, social and governance perspective is provided in the Business Responsibility and Sustainability Report which forms part of this Report.

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company’s technology environment is enabled with security monitoring with requisite controls at various layers starting from end user machines to network. During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

Your Directors place on record their sincere appreciation for significant contribution made by employees of the Company at each level, through their dedication, hard work and commitment. The Board places on record its appreciation for the continued co-operation and support extended to the Company by various Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from Vendors, Customers, Consultants, Banks, Financial Institutions, Central and State Government bodies, Dealers, and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and above all the shareholders.