Considering the growth and investment prospects of your Company, the Board of Directors have not recommended any dividend for the Financial Year ended 31 March, 2026.

5. AMOUNTS TRANSFERRED TO RESERVES

The Company has not proposed to transfer any amount to the General Reserve for the Financial Year ended 31 March, 2026.

6. ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Your Company has an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. The composition of the Board of Directors, Key Managerial Personnel and changes in the composition of the Board of Directors and Key Managerial Personnel as on 31 March, 2026 is as stated below:

*** Mr. Anuj Mehtha ceased to be the Company Secretary and Compliance Officer of the Company with effect from closing business hours of 10 March, 2026.

Appointment and Re-appointment:

Retirement by Rotation

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Savitha Ramesh (DIN:01756684), Executive Chairperson and Whole-Time Director, retires at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The details of Mrs. Savitha Ramesh are provided in the Notice of the Annual General Meeting.

The Board of Directors recommend her re-appointment.

All the Directors of the Company are in compliance with Section 164 of the Companies Act, 2013.

Your Board consisted of (Eight) Members, which includes 4 (Four) Executive Directors, 4 (Four) Independent Directors including 1 (One) Woman Independent Director as on 31 March, 2026.

As on the date of this Report, your Board consists of 9 (Nine) Members, which includes 4 (Four) Executive Directors, 5 (Five) Independent Directors including 1 (One) Woman Independent Director and two Additional Independent Directors.

The Board periodically evaluates the need for change in its composition and size.

The Independent Directors of the Company have maintained highest standards of integrity in their dealings with the Company. They also possess the requisite expertise and experience (including proficiency) necessary for acting as Independent Directors of the Company. Annual Declarations received from the Independent Directors for the FY 2025-26 contain affirmations regarding registrations in the data bank.

The Company has 5 (Five) Key Managerial Personnel (KMPs) including Executive Directors, Mrs. Savitha Ramesh - Executive Chairperson and Whole-Time Director, Mr. Ramesh Kunhikannan - Executive Vice Chairman and Whole-Time Director, Dr. Muthukumar Narayanaswamy - Managing Director, Mr. Jairam Paravastu Sampath, Whole-Time Director and Chief Financial Officer; and Mrs. Sudha Sri Addepalli,

Company Secretary and Compliance Officer of the Company.

Changes in Key Managerial Personnel:

Mr. Ramesh Kunhikannan was re-designated from the office of Managing Director to that of Executive ViceChairman in the category of Whole-Time Director with effect from 24 September, 2025.

Dr. Muthukumar Narayanaswamy was appointed as the Managing Director of the Company with effect from 24 September, 2025.

Mr. Rajesh Sharma resigned as Chief Executive Officer of the Company with effect from the closing business hours of 08 November, 2025. The Board has placed on record its deep appreciation of the contribution made by Mr. Rajesh Sharma in his tenure as Chief Executive Officer.

Mr. Anuj Mehtha resigned as the Company Secretary and Compliance Officer of the company with effect from the closing business hours of 10 March, 2026. The Board has placed on record its deep appreciation of the contribution made by Mr. Anuj Mehtha in his tenure as Company Secretary and Compliance Officer. Mrs. Sudha Sri Addepalli was appointed as the Company Secretary and Compliance Officer of the Company with effect from 11 March, 2026.

List of Senior Management of the Company:

Definition of Senior Management as per SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015:

"Senior Management" to include the officers and personnel of the listed entity who are members of its core management team, excluding the Board of Directors, and all the members of the management one level below the Chief Executive Officer or Managing Director or Whole-Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors). The new definition also covers all the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer.

List of Senior Management as on 31 March, 2026

4. Mrs. Sudha Sri Addepalli - Company Secretary and Compliance Officer appointed with effect from 11 March, 2026.

Declaration by Independent Directors:

Declarations under Section 149(7) of the Companies Act, 2013 have been received from all the Independent Directors of the Company confirming that they meet the criteria of independence as provided in SubSection 6 of Section 149 of the said Act and as per the Listing Regulations.

The Board has evaluated the Independent Directors and confirms that Mr. Seeplaputhur Ganapathiramaswamy Murali, Mr. Heinz Franz Moitzi, Mr. Alexander Koshy and Mrs. Poornima Ranganath have fulfilled the independence criteria as specified in the Listing Regulations and their independence from the management.

8. BOARD MEETINGS

The Board of Directors of the Company met 9 (Nine) times during the year under review. The details of these Board Meetings are provided in the Report on Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings.

The maximum gap between any two meetings was within the stipulated time period as prescribed under the Companies Act, 2013 and the Listing Regulations. The details of the Meetings of the Board and its Committees are exhibited in the Corporate Governance Report which forms an integral part of the Annual Report.

Separate meeting of the Independent Directors

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the Listing Regulations, 2 (Two) separate meetings of the Independent Directors were held during FY 2025-26. Further details are mentioned in the Corporate Governance report.

9. COMMITTEES OF THE BOARD

During the FY 2025-26, your Board had 7 Committees i.e.,

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders' Relationship Committee

5. Risk Management Committee

6. Borrowings & Investment Committee and

7. *Fund-Raising Committee.

*Note: Fund-Raising Committee was dissolved with effect from 30 July, 2025.

The composition of the Committees, roles and responsibilities and meetings held, as per the applicable provisions of the Act, Rules and the Listing Regulations are given separately in the Corporate Governance Report, which forms an integral part of the Annual Report.

10. CORPORATE GOVERNANCE:

Your Company has been following and adhering to the best Corporate Governance practices to ensure that a value system of integrity, fairness, transparency, accountability, and adoption of the highest standards of business ethics reaps benefits for all stakeholders. The Corporate Governance Report in terms of Regulation 34 of the Listing Regulations has been disclosed separately and forms part of the Annual Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

The Management Discussion and Analysis Report as required under Schedule V of the Listing Regulations, forms part of the Annual Report.

12. PERFORMANCE EVALUATION OF THE BOARD AND BOARD DIVERSITY

The performance evaluation of the Board and its Committees is applicable to the Company for the FY 2025-26 pursuant to listing of the shares of the Company on the Stock Exchanges.

Your Board has in place a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured questionnaire covering various aspects of the functioning of Board and its Committees. The detailed process in which annual evaluation of the performance of the Board and its Committees, Chairperson and individual Directors including Independent Directors was conducted is disclosed in the Corporate Governance Report, which forms an integral part of the Annual Report.

Further, the Independent Directors, at their exclusive Meeting held on 24 March, 2026 reviewed the performance of the Board, its Chairperson and NonIndependent Directors and other items as stipulated under the Companies Act, 2013 and the Listing Regulations.

13. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of the Board's knowledge and belief and according to the information and explanations obtained by the Board of Directors, your Directors make the following statements in terms of Sections 134(3)(c) & 134(5) of the Companies Act, 2013:

a) In the preparation of the annual accounts for FY 2025-26, the applicable Indian Accounting Standards (Ind AS) have been followed along

with proper explanation relating to material departures;

b) The Directors have 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 on 31 March, 2026 and of the Profit and Loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

15. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

Disclosures required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been annexed as Annexure-1.

Particulars of employees' remuneration, as required under Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report.

16. LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans granted, guarantees given and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 and the rules made thereunder are provided in the Financial Statements, which form a part of the Annual Report.

17. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during FY 2025-26 with its related parties were in the ordinary course of business and on an arm's length basis. All Related Party Transactions (RPTs) were placed before the Audit Committee for its approval.

During FY 2025-26, your Company had not entered into any materially significant transaction which required the approval of Shareholders under Regulation 23 of the Listing Regulations or Section 188 of the Act. The disclosures on Related Party Transactions under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is enclosed to this report as Annexure-2. The details of Related Party Transactions are also furnished in Notes to Financial Statements (both Standalone and Consolidated), as per the applicable Accounting Standards.

18. SHARE CAPITAL

1. Changes in Share Capital:

A. Capital Structure as on 31 March, 2026:

During the year under review, the Paid-up Share Capital of the Company was increased from Rs. 64,08,43,050 to Rs. 67,03,46,540.

The Company issued and allotted 28,72,788 equity shares of Rs. 10 each at a premium of Rs. 5,559.50 per share through QIP allotment during the year.

The Company issued and allotted 77,561 equity shares of Rs. 10 each at a premium of Rs. 128 per share through ESOP allotment during the year.

B. Details of Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

C. Details of issue of Sweat Equity Shares:

The Company has not issued any Sweat Equity Shares during the year under review.

D. Details of issue of Bonus Shares:

The Company has not issued any Bonus Shares during the year under review.

E. Details of Issue of Equity Shares with differential rights:

The Company has not issued any Equity Shares with differential rights during the year under review.

F. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates

There were no such cases that arose during the year under review.

19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company, being one of the top 500 listed entities based on market capitalisation, is required to comply with the Business Responsibility and Sustainability Report Core (BRSR Core) framework, including the applicable assessment/ assurance requirements as prescribed by SEBI. The Business Responsibility and Sustainability Report (BRSR), together with the applicable BRSR Core disclosures, forms an integral part of this Annual Report.

20. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the amount in Unpaid Dividend Account, the application money received for allotment of any securities and due for refund, principal amount of matured deposits and debentures and interest accrued thereon, redemption amount of preference shares, etc. remaining unclaimed and unpaid for a period of 7 (Seven) years from the date it became due for payment by the Company shall be transferred to the Investor Education and Protection Fund established by the Central Government. In addition to that, the Shares on which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more shall be transferred by the

Company to IEPF, pursuant to Section 124(6) of the Act and the Rules made thereunder.

During the FY 2025-26, there were no amounts which were required to be transferred to the IEPF by the Company.

21. EMPLOYEE STOCK OPTION SCHEME

Your Company has an Employee Stock Option Scheme under 'KAYNES ESOP SCHEME 2022', and "KAYNES ESOP SCHEME 2023" ("the Schemes") which is administered by the Nomination and Remuneration Committee for the benefit of employees.

The Compliance Certificate from Mr. Vijayakrishna KT, Practising Company Secretary stating that the Schemes have been implemented in accordance with SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021 is annexed as Annexure 3 to this Report.

The Company has amended KAYNES ESOP SCHEME 2022 and KAYNES ESOP SCHEME 2023 in its Annual General Meeting held on 11 September, 2025.

The disclosures as required under SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021 form part of this Report.

The Company has adopted the "KAYNES ESOP SCHEME 2023" which has been approved by the shareholders of the Company at the Annual General Meeting held on 09 September, 2024 and amended on 11 September, 2025.

Pursuant to Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the applicable disclosures as on 31 March, 2026 are as follows:

(i) Summary of the Existing ESOP Plans -

Note: Shareholders at the Annual General Meeting held on 11 September, 2025 approved the amendment of Vesting Period from 1 to 5 years to 1 to 8 years.

(ii) Movement of Options during FY 2025-26

(iii) Employee-Wise Details of Options Granted in FY 2025-26

25. INTERNAL FINANCIAL CONTROL

Your Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Internal controls in the Company have been designed and continually improved to further the interest of all its stakeholders by providing an environment which is facilitative to conduct its operations and to take care of, inter alia,

financial and operational risks with emphasis on integrity and ethics as a part of work culture.

The scope and authority of the Internal Audit (IA) is defined by the Audit Committee. The Internal Auditors monitor and evaluate the efficacy and adequacy of Internal Financial Control System in the Company and its compliance with accounting procedures, financial reporting and policies at all locations of the Company. Based on the report of Internal Audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Any significant audit observations and corrective actions thereon are presented to the Audit Committee and the Board. No major internal control weakness was identified during the year. The Company also has a well-functioning Whistle Blower Policy in place.

Your Company has laid down a set of standards, processes and structures which enable the implementation of internal financial controls across the organisation and ensure that the same are adequate and operating effectively.

26. PROHIBITION OF INSIDER TRADING

27. VIGILANCE MECHANISM/WHISTLE BLOWER POLICY

28. DISCLOSURES RELATING TO REMUNERATION OF EMPLOYEES AS REQUIRED UNDER THE PROVISIONS OF SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE AS FOLLOWS

A. Employees who were employed throughout the year and were in receipt of remuneration in aggregate of not less than Rs. 1,02,00,000/- for 12 Months:

Note: ^r. Rajesh Sharma resigned from the office of CEO with effect from closing business hours of November 08,2025.

B. Employees who were employed for part of the year and were in receipt of remuneration in aggregate of not less than Rs. 850,000/-per month.

C. Remuneration received by Managing Director/Whole-Time Director from Holding or Subsidiary Company:

During the year under review, Managing Director/Whole-Time Director have not received any remuneration or commission from subsidiaries of the Company. Further, the Company is not subsidiary to any other Company.

D. Affirmation that the payment of remuneration is as per the Remuneration Policy of the Company:

Your Board hereby affirms that the payment of remuneration is as per the Remuneration Policy of the Company.

29. HOLDING, SUBSIDIARY, ASSOCIATE COMPANIES AND JOINT VENTURES

Statement relating to subsidiary companies in Form AOC-1 is part of this report as Annexure - 5.

30. AUDITORS AND AUDITORS' REPORT

A. Statutory Auditors

In terms of the requirement of the Companies Act, 2013, Messrs K P Rao & Co, Chartered Accountants, having the Firm Registration No. 003135S with the Institute of Chartered Accountants of India, were appointed as Statutory Auditors of the Company for a term of five (5) years, to hold office from the conclusion of 13^th Annual General Meeting until the conclusion of Eighteenth (18^th) Annual General Meeting. Ratification of Auditors in every General Meeting is not required as first proviso to Section 139 has been deleted pursuant to notification dated 07 May, 2018.

Messrs K P Rao & Co, Chartered Accountants will complete their tenure at the ensuing Annual General Meeting of your Company.

Your Board of Directors has decided to appoint Messrs Walker Chandiok & Co LLP (Firm Registration No. 001076N/N500013) based on the recommendation of the Audit Committee, subject to the approval of the Shareholders for a period of five (5) consecutive years from the conclusion of 18^th Annual General Meeting till the conclusion of 23^rd Annual General Meeting.

Your Company has received written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder.

The Auditors' Report read together with Annexure referred to in the Auditors' Report for the Financial Year ended 31 March, 2026 do not contain any qualification, reservation, adverse remark or disclaimers. The Auditor's Report is enclosed with the Financial Statements and forms part of the Annual Report.

During the year under review, the Statutory Auditors have not reported any matter under Section 143 (12) of the Act - therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

B. Secretarial Auditor

Pursuant to the provision of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and

Regulation 24A of the Listing Regulations, the Board appointed Mr. Vijayakrishna KT, Practising Company Secretary (CP No.: 980) as the Secretarial Auditor of the Company for a period of five consecutive years from FY 2025-26 to 2029-30 and the approval of Shareholders was accorded at the 17^th Annual General Meeting. The Secretarial Audit Report of the Company and its material subsidiaries are annexed herewith as Annexure-6. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

C. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, Messrs. Brahmayya & Co., Chartered Accountants, Bengaluru, Firm Registration No. 000515S, were appointed as the Internal Auditors of the Company to undertake the Internal Audit of the Company for FY 2025-26.

D. Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of your Company at its meeting held on 15 May, 2025 had appointed Messrs. GA and Associates, Cost Accountants, Mysuru (Firm Registration Number: 000409) as the Cost Auditors of the Company to undertake the Cost Audit of the Company for FY 2025-26.

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

The Company has in place the Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013. The Policy is available on the website of the Company at

An Internal Complaints Committee has been setup to redress complaints received regarding sexual harassment.

The following is the summary of sexual harassment complaints received and disposed of during the year FY 2025-26:

32. SECRETARIAL STANDARDS

During FY 2025-26, your Company has complied with the all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

33. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

There are no material subsequent events after the balance sheet date till the date of adoption of these financial statements which may have significant impact on these Financial Statements.

34. MATERIAL CHANGES & COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relate to and the date of this Report.

35. OTHER DISCLOSURES

Number of employees

Number of Employees of the Company as on the end of FY 2025-26 as follows

36. ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its appreciation of the co-operation extended by all the Stakeholders, Central and State Governments, Financial Institutions & Banks, Employees, Investors and Customers.