The Directors are pleased to present the 45th Annual Report on the business and operations of Khadim India Limited ("the Company") together with the Audited Financial Statements for the financial year ended March 31, 2026.

Financial Highlights

The Financial Highlights* are set out below:

In ' million

*Note:

Upon the Scheme between the Company and KSR Footwear Limited (‘KFL') and their respective shareholders and creditors, being sanctioned by the Hon'ble National Company Law Tribunal, Kolkata Bench (NCLT) and in terms of the requirements of Accounting Standards (Ind AS), the operations pertaining to the Distribution Business have been presented as ‘Discontinued Operations'. Consequently, the financial results of the Company for the comparative periods i.e., for the year ended March 31, 2025 have been presented accordingly.

Further, please refer Note 35 to Standalone Financial Statements for details about Discontinued Operations.

Dividend

Considering the inadequacy of profits during the financial year ended March 31, 2026, the Board of Directors of the Company has not proposed any dividend on equity shares.

General Reserve

No amount has been transferred to the General Reserve for the financial year ended March 31, 2026. Operations and State of Company's Affairs

On a standalone basis, the revenue generated from continuing operations for the financial year 2025-26 stood at R 3,670.95 million, which was lower by 12.2% compared to the previous financial year 2024-25. The profit after tax for the year from continuing operations was R 31.39 million in comparison to profit from continuing operations of R 193.97 million for the previous financial year.

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

Scheme of Arrangement

The Hon'ble National Company Law Tribunal, Kolkata Bench, Kolkata (‘NCLT') vide its Order dated March 27, 2025 (‘the Order') sanctioned the Scheme of Arrangement (‘Scheme') for transfer of Distribution Business of Khadim India Limited ("the Demerged Company" or "the Company") to KSR Footwear Limited ("the Resulting Company").

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

Subsequently, in terms of Clause 11.1 of the Scheme, the Resulting Company has on June 10, 2025 without any further application or deed, issued and allotted 1,83,78,382 Equity Shares of R 10/- each to the Equity Shareholders of the Demerged Company whose name appears in the Register of Members of the Demerged Company as on the Record Date fixed for the purpose viz. June 07, 2025 in the following proportion:

"1 (One) fully paid up Equity Share of R10/- each of the Resulting Company for every 1 (One) fully paid up Equity Share of R10/- each held in the Demerged Company."

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

Further, the equity shares of the Resulting Company got listed on BSE Limited and National Stock Exchange of India Limited w.e.f. November 27, 2025.

Internal Controls

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

Employee Stock Option Plan

There has been no material change in the Employee Stock Option Plan 2017 ("ESOP 2017") during the year under report. Disclosures with respect to ESOP 2017 as required under relevant Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available in the Notes to the Financial Statements.

Approval of the members by way of a Special Resolution had been obtained on May 07, 2021 (vide Postal Ballot Notice dated March 25, 2021) for formulation and implementation of Khadim Employee Stock Option Plan 2021 ("ESOP 2021"). However, no options have been granted post such approval.

The certificate from M/s. BKG & Company, Company Secretaries (Firm Registration No. S2004WB868500), Secretarial Auditor of the Company, with respect to the implementation of the Company's ESOP 2017 and ESOP 2021 would be available for inspection by the shareholders during the ensuing Annual General Meeting. A copy of the same will also be available for inspection at the registered office of the Company.

Fully Convertible Equity Share Warrants

In accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), the Board of Directors of the Company in its meeting held on November 24, 2023 had approved the issuance of 4,08,768 Fully Convertible Equity Share Warrants (‘Warrants') [i.e., one fully paid up Equity Share upon conversion of every one Warrant held] of the face value of R 10/- (Rupees Ten Only) each of the Company, at an exercise price of R 365/- (including a premium of R 355/-), aggregating upto R 149.20 million for cash, on preferential basis to the persons belonging to Promoter / Promoter Group and Non - Promoter category.

All the Warrants have been converted to Equity Shares as on date and the entire 4,08,768 Equity Shares issued and allotted post conversion are listed with BSE Limited and the National Stock Exchange of India Limited.

There was no deviation or variation in the utilisation of proceeds raised through issuance of Warrants on preferential basis, by the Company as on the date of this Report.

Share Capital

During the year under review, the authorised share capital decreased from A 60,00,00,000/- divided into 6,00,00,000 Equity Shares of face value of A 10/- each to A 40,00,00,000/- divided into 4,00,00,000 Equity Shares of face value of A 10/- each in accordance with the Scheme. Accordingly, the Authorised Share Capital of your Company as on March 31, 2026 stands at A 40,00,00,000/- divided into 4,00,00,000 Equity Shares of face value of A 10/- each.

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

There is no change in the Issued, Subscribed and Paid-up Share Capital of the Company during the year under review.

Investor Education and Protection Fund

In terms of the provisions of Section 124 of the Companies Act, 2013, your Company has transferred an amount of A 9,629/- for 2017-18 to the Investor Education and Protection Fund in respect of dividend amounts lying unclaimed or unpaid for more than seven years from the date they become due.

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has filed the necessary form and uploaded the details of unclaimed amounts lying with the Company with respect to unclaimed Dividend as on March 31, 2017.

In accordance with Sections 124(6) and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), which require companies to transfer the underlying shares to the IEPF, in respect of which the dividends have remained unclaimed for a consecutive period of seven years. Accordingly, during the year under review, on November 12, 2025, the Company had transferred 1,994 equity shares to the IEPF.

Disclosures regarding Issue of Equity Shares with Differential Voting Rights

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

Change(s) in the nature of the business

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

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date on which this Report has been signed.

Significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and the Company's operations in future

During the year under review, no significant and material orders have been passed by the regulators / courts / tribunals that may impact the going concern status and the operations of the Company in future.

Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016

During the year under review, no Corporate Insolvency Resolution application was made or proceeding was initiated, by / against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application or proceeding by / against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on March 31, 2026.

Holding Company

Khadim Development Company Private Limited is the holding company of the Company as on March 31, 2026. Subsidiaries, Joint Ventures and Associate Companies

The Company had two Wholly-owned Subsidiary in the name of Khadim Shoe Bangladesh Limited in Bangladesh and KSR Footwear Limited as on March 31, 2025.

However, consequent to implementation of the Scheme, KSR Footwear Limited ceased to be a Wholly-owned Subsidiary of the Company effective April 01, 2025.

Accordingly, Khadim Shoe Bangladesh Limited is the only Wholly-owned Subsidiary of the Company as on March 31, 2026.

There are no other associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of the Company's subsidiary in Form No. AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary companies, are available on the website of the Company www.khadims.com at the link https://www.khadims.com/pages/investor-relations.

Deposits

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

Corporate Social Responsibility

The Company seeks to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholders and by giving preference to local areas around its business operations. In accordance with the provisions of Section 135 of the Companies Act, 2013, your Company has duly constituted a CSR Committee and the Company's policy on CSR is available on the Company's website www.khadims.com.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII thereof and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has undertaken CSR activities, during the year under review, inter alia, in the field of promoting education among children including livelihood enhancement projects; promoting healthcare, and making available safe drinking water.

The Annual Report on CSR for the financial year ended March 31, 2026 along with the composition of CSR Committee is marked as Annexure - I and forms part of this Report.

Risk Management

The Company's Risk Management Policy recognizes that risk is an integral part of any business and the Company is committed to manage the risk in a proactive and efficient manner.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower policy and it has established adequate vigil mechanism for its employees and directors to report concern about unethical practice. No person has been denied access to the Chairman of the Audit Committee. The latest Vigil Mechanism / Whistle Blower Policy is available at https://www.khadims.com/pages/policy-on-vigil-mechanism.

Directors and Key Managerial Personnel

As of March 31, 2026, your Company's Board complies with the constitution requirement under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). However, the total number of Directors on the Board reduced from 6 (Six) to 5 (Five) consequent to resignation by Mrs. Upama Mukherjee (DlN: 10585455) as an Independent Director of the Company with effect from close of business hours on April 06, 2026. The Company is in search of a new Independent Director as a replacement of Mrs. Mukherjee, as per the provision of Regulation 17(1E) of the Listing Regulations.

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

The Board is also of the opinion that the existing Independent Directors meet with the criteria of independence under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

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

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

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

The Members of the Company vide resolutions passed via Postal Ballot on June 23, 2025 had considered and approved the following re-designations and appointments:

i. Re-designation of Mrs. Upama Mukherjee (DIN: 10585455) from "Non-Executive Non-Independent Director" to "Independent Director" of the Company effective April 01, 2025.

ii. Re-designation and appointment of Mr. Siddhartha Roy Burman (DIN: 00043715) as "Executive Chairman" (also a "Whole-Time Key Managerial Personnel") in the category of "Whole-Time Director" and also to be functioned as ‘Chairman' of the Company for a fresh term of 3 (Three) consecutive years commencing from April 01, 2025.

iii. Re-designation and appointment of Mr. Rittick Roy Burman (DIN: 08537366) as "Managing Director" (also a "Whole-Time Key Managerial Personnel") of the Company for a fresh term of 3 (Three) consecutive years commencing from April 01, 2025.

Further, pursuant to Section 152(6) of the Companies Act, 2013, Mr. Rittick Roy Burman (DIN: 08537366), Director, retired by rotation and was re-appointed at the Annual General Meeting held on September 19, 2025.

Subsequently, Mrs. Upama Mukherjee (DlN: 10585455) resigned as an Independent Director of the Company with effect from close of business hours on April 06, 2026, citing personal reasons.

Mr. Ritoban Roy Burman (DIN: 08020765), Non-Executive Non-Independent Director of the Company, retires by rotation at the ensuing Annual General Meeting, and being eligible, offered himself for re-appointment. Your Directors recommend his re-appointment at the ensuing Annual General Meeting.

The brief profile of Mr. Ritoban Roy Burman and other relevant information under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings with respect to Director seeking re-appointment would be provided in the Notice convening Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2026 are:

a) Mr. Siddhartha Roy Burman, Executive Chairman*;

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

c) Mr. Indrajit Chaudhuri, Group Chief Financial Officer; and

d) Mr. Abhijit Dan, Group Company Secretary & Head-Legal

*Re-designated as "Executive Chairman" from "Managing Director" effective April 01, 2025.

**Re-designated as "Managing Director" from "Whole-time Director" effective April 01, 2025.

Familiarisation Programme for Independent Directors

The Company has put in place an Induction and Familiarisation Programme for Independent Directors of the Company. The details of such Familiarization Programme are mentioned in the Report on Corporate Governance, which forms part of this Annual Report and the same is available at the link https://www.khadims.com/pages/ familiarization-programme-independent-director.

Separate Meeting of Independent Directors

In terms of requirements of Schedule IV of the Companies Act, 2013 and the Listing Regulations, the meeting of Independent Directors was separately held on March 26, 2026.

Company's Policy on Appointment and Remuneration of Directors

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

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

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is in conformity with the requirement of Section 178(3) of the Companies Act, 2013 and Listing Regulations. The objectives and key features of this Policy are:

1. Formulate the criteria for determining qualifications, competencies, positive attributes and independence of the Directors, Key Managerial Personnel (KMP) and Senior Management Personnel and recommend to the Board, a policy relating to the remuneration of Directors, Key Managerial Personnel and other employees.

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

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

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

c. Consider the time commitments of the candidates.

3. Devising a policy on Board diversity;

4. I dentifying persons who are qualified to become Directors and persons who may be appointed in Key Managerial and Senior Management;

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

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

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

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

The guiding principles of the Policy are:

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

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

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

The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www. khadims.com and is available at the link https://www.khadims.com/pages/policy-on-nomination-remuneration- committee.

Meetings of the Board

During the year, 5 (Five) meetings of the Board were held. The details of meetings of the Board held during the financial year 2025-26 have been provided in the Corporate Governance Report which forms part of the Report.

Audit Committee

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

Extract of Annual Return

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2026 is available on the Company's website www.khadims.com at https://www.khadims.com/pages/mgt-9.

Particulars of contracts and arrangement with Related Parties

All Related Party Transactions entered by the Company during the financial year 2025-26 were held in the Ordinary Course of Business and at Arm's Length pricing basis. There were no materially significant transactions with Related Parties during the financial year 2025-26, which were in conflict with the interest of the Company. Suitable disclosures as required under Ind AS-24 have been made in the Notes to the financial statements.

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

Secretarial Standards

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

Directors' Responsibility Statement

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

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

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the Profit of the Company for the year ended on that date;

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

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

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

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended March 31, 2026.

Reporting of Fraud by Auditors

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

Auditors

M/s. Ray & Ray, Chartered Accountants (Firm Registration No.: 301072E) was appointed by the Members of the Company at the 40th Annual General Meeting held on September 28, 2021 as Statutory Auditors of the Company for a term of 5 (Five) consecutive years commencing from the conclusion of the 40th Annual General Meeting till the conclusion of the 45th Annual General Meeting to be held in the financial year 2026-27.

In terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company can appoint or re-appoint an audit firm as Statutory Auditors for not more than 2 (two) terms of 5 (five) consecutive years. Accordingly, they are eligible for re-appointment for a second term of 5 (Five) consecutive yea rs.

The Board, based on the recommendation of the Audit Committee, re-appointed M/s. Ray & Ray, Chartered Accountants, as the Statutory Auditors of the Company to hold office for a second term of 5 (Five) consecutive years commencing from the conclusion of 45th Annual General Meeting till the conclusion of the 50th Annual General Meeting to be held in the financial year 2031-32, subject to the approval of the Members of the Company at the ensuing (45th) Annual General Meeting.

M/s. Ray & Ray, Chartered Accountants holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (‘ICAI'). They have further confirmed that they are eligible for the proposed re-appointment as Statutory Auditor in terms of the provisions of the Sections 139(2) and 141 of the Companies Act 2013, read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder.

Necessary resolution to consider the above re-appointment is included in the Notice of the 45th Annual General Meeting. The Members are requested to approve the re-appointment of the Statutory Auditors as aforesaid and fix their remuneration.

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

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with relevant Rules made thereunder and in compliance with Regulation 24A of the Listing Regulations read with the relevant circulars issued by Securities and Exchange Board of India, M/s. BKG & Company, Practising Company Secretaries, a peer reviewed firm (Firm Registration No. S2004WB868500), represented by its Partner, Mr. Binod Kumar Gupta (ACS No. 12965, CP No. 3242) was appointed by the Members of the Company at the 44th Annual General Meeting held on September 19, 2025 as Secretarial Auditors of the Company for a term of 5 (Five) consecutive for audit period of 5 (Five) consecutive years commencing from FY 2025-26 till FY 2029-30.

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

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Disclosure relating to Cost Audit and Cost Records

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

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

The disclosure regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions in accordance with Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, as amended, is not applicable to the Company.

Particulars of Loans, Investments and Guarantees

During the financial year 2025-26, the Company has not made any investment, has not given any loans, has not provided any guarantees, has not provided any security in connection with any loan, has not acquired securities by way of subscription, purchase or otherwise, in excess of the thresholds provided in Section 186 of the Companies Act, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure-III, forming part of this Report.

Managerial Remuneration, Particulars of Employees and related disclosure

Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-IV.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Annual Report, excluding the information on remuneration of employees in terms of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), will be sent to the Members of the Company and others entitled thereto. The said information would be available for inspection, by Members, at the Registered Office of the Company or through electronic mode, during business hours on all working days upto the date of the 45th Annual General Meeting of the Company. Any Member interested in obtaining a copy thereof may write in this regard to the Company Secretary of the Company by sending an email to compliance@khadims.com.

Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company firmly believes in providing a safe, supportive and harassment free workplace for each and every individual working for the Company through various interventions and practices and has zero tolerance for sexual harassment at workplace. It is the continuous endeavour of the management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on Prevention of Sexual Harassment at Workplace. An Internal Complaint Committee (ICC) with requisite number of representatives is in place to redress complaints relating to sexual harassment, if any. The Policy is gender neutral. All employees (permanent, contractual, temporary and management trainees) are covered under this Policy.

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

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

Compliance with Maternity Benefit Act, 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

Annual Performance Evaluation of the Directors

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and the Listing Regulations, based on the criteria such as number of Board and Committee meetings attended during the year, contributions to the decision making and relevant expertise to the Board etc., the Board of Directors has carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the criteria laid down by the Nomination and Remuneration Committee.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Chairman of the Company and the Board as a whole was evaluated.

Corporate Governance

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

Management Discussion and Analysis Report

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

Cautionary Statement

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

Acknowledgement

Your Directors are thankful for all the guidance, support and assistance received from the financial institution, banks, merchant bankers, legal consultants, registrar, government authorities, customers and vendors during the year under review and look forward for the long-term future with confidence, optimisms and full of opportunities.

Your Directors also acknowledge the continued cooperation received from all the esteemed investors and shareholders and the confidence reposed by them.

Your Directors place on record their deep sense of appreciation for the continuous hard work, dedication, contribution and commitment by executives, staffs and workers at all levels of the Company.