As on: Oct 21, 2026 05:58 PM
To The Members
Your Directors have pleasure in presenting their 34th Annual Report (Integrated), together with the Audited Annual Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2026.
FINANCIAL SUMMARY / STATE OF THE COMPANY'S AFFAIRS
The Company's financial performances for the year ended March 31, 2026 along with previous year's figures are summarized below:
( Rs.in Million)
Particulars
Consolidated
Standalone
Revenue from Operations and Other Income
Profit before Exceptional Items and Tax from
Continuing Operations
Profit before Tax from Continuing Operations
Profit for the Year from Continuing Operations
Profit/ (loss) before Tax from discontinued
Operations
Profit for the year
Other Comprehensive Income for the year, net of tax
Total Comprehensive income for the year, net of tax
Note: Previous year figures have been re-grouped / re-arranged wherever necessary.
REVIEW OF BUSINESS OPERATIONS ON STANDALONE BASIS
During the year, your Company achieved a turnover of
Rs.1,17,477.65 million as against Rs.97,358.77 million in FY 2024-25, showing a strong growth of 20.66%. During the year under review, turnover from Cables & Wires segment stood at Rs.1,12,205.66 million as compared to Rs.91,769.63 million in FY 2024-25, turnover from Stainless Steel Wire segment was Rs.2,165.07 million during
FY 2025-26 as compared to Rs.2,159.31 million in FY 2024-25 and EPC Projects Segment revenue (excluding Cables) contributed a turnover of Rs.3,106.92 million in FY 2025-26 as compared to Rs.3,429.83 million in FY 2024-
25. During the year under review, Profit before Tax stood at
Rs.12,323.27 million as compared to Rs.9,369.70 million in the preceding year and Net Profit stood at Rs.9,184.33 million as compared to Rs.6,964.14 million in the preceding year.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
The 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.
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.
CONSOLIDATED FINANCIAL STATEMENTS
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.
RESERVES
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.
DIVIDEND & APPROPRIATIONS
The Board of Directors of the Company at their meeting held on January 21, 2026 has declared an interim dividend of Rs.4.50 (i.e. 225%) per Equity share on the Equity shares of face value of Rs.2/- each for the financial year 2025-which has resulted in cash outflow of Rs.430.20 million. The Board has not recommended a final dividend and the interim dividend of Rs.4.50 per equity share declared by the
Board on January 21, 2026 shall be considered as the final dividend for the Financial Year 2025-26. Thus, the total dividend for the Financial Year 2025-26 remains Rs.4.50 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 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.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
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.
CHANGE IN NATURE OF BUSINESS
During the year under review, there was no change in the nature of business of the Company.
RATING BY EXTERNAL RATING AGENCIES
1. Bank Facilities Rating
CARE Ratings Limited, ICRA Limited and India Ratings and Research Private Limited have affirmed Long
Term Bank Facilities Rating as AA+ Stable (Double A Plus; Outlook: Stable). 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, ICRA Limited and India Ratings affirmed A1+ (A and Research Private Limited have one plus) rating to Short-term Bank Facilities Rating and Commercial Paper. 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.
2. Corporate Governance Rating
CARE Analytics and Advisory Private Limited (Care Edge Advisory) has assigned 'CG 2+' (CG Two Plus) Corporate Governance Rating to the Company. Instruments/entities with this rating are considered to have adopted corporate governance practices which provide stakeholders a high level of comfort on the degree of corporate governance.
3. ESG Rating
CARE ESG Ratings Limited has assigned an ESG Score of 72.8 (Rating Symbol: CareEdge-ESG1) to the Company.
The assigned ESG rating signifies the Company's leadership position in managing Environmental, Social and Governance (ESG) risks through best-in-class disclosures, policies and performance.
REGISTRATION OF TRADEMARKS AND COPYRIGHTS
As on March 31, 2026, 21 Copyrights and 73 Trademarks (India & Overseas) are registered under different classes in the name of the Company. Further, the Company had 17 overseas trademark applications across Australia, New Zealand, Nepal, Sri Lanka, UAE and Kuwait, of which 4 trademarks were registered and 13 applications were pending.
GLOBAL CERTIFICATIONS
The following are the licenses and other certifications existing in your organization.
- Underwriters Laboratories (UL) certifications
- TUV Rheinland Certifications
- GreenPro Ecolabel Certification
Green+ HR FR-LSH LF - IATF 16949:2016 - NABL-ISO/IEC 17025:2017 - ISO 17065:2012/ ISO 17025:2017 - Importer - Exporter Code (IEC) - CE MARKING (EN ISO/IEC 17020) - Research Designs and Standards Organisation (RDSO) - British Approvals Service for Cables (BASEC) - SABS, SANS: 1339:2020
- Bureau of Indian Standards (BIS)
UNPAID / UNCLAIMED DIVIDEND
Unpaid / Unclaimed Dividend for the Financial Year 2017-18 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 2018-19 is due for deposit to the Investor Education and Protection Fund on October 24, 2026.
AWARDS AND RECOGNITION
During FY 2025-26, the Company received several prestigious national and international recognitions, reflecting its commitment to excellence in corporate governance, business performance, leadership and stakeholder engagement.
At the League of American Communications Professionals (LACP) Spotlight Awards 2025, the Company's Integrated Annual Report for FY 2024-25 received Gold Awards in both the Integrated Report and Annual Report categories. The report also secured a Worldwide Rank of 39 among the Global Top 100 entries, with an outstanding score of 98 out of 100, underscoring the Company's commitment to transparency, high-quality reporting and effective stakeholder communication.
Mr. Anil Gupta, Chairman-cum-Managing Director was honoured at the Jewels of India: Bharat ki Shaan, Bharat ka Abhiman ceremony held in New Delhi on February 18,
2026. The award was presented by Shri Gajendra Singh Shekhawat as Hon'ble Union Minister of Culture and Tourism in recognition of his exemplary leadership and significant contribution to strengthening India's manufacturing sector and enhancing the country's global industrial presence.
The Company also received the Governor's Gratitude Award from Rotary District 3012 for its sustained support by CII for Conflame of Corporate Social Responsibility (CSR) initiatives and Rotary service projects during Rotary Year 2025-26. The award recognises the Company's continued commitment to community development and creating sustainable social impact.
These accolades reinforce the Company's continued pursuit of excellence and its growing reputation among leading Indian and global enterprises.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, your Company has transferred Rs.3,16,393/- as unpaid / unclaimed dividend in respect of financial year 2017-18 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 4,577 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 2017-18.
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 Directors 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 Companies) in which he/she is a Director. Necessary disclosures regarding Committee positions in other public limited companies as on March 31, 2026 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. b) Change in Director(s)
(i) Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors of the Company at their Meeting held on August 03, 2026 has reappointed Mr. Akshit Diviaj Gupta (holding DIN: 07814690) as Whole-time Director of the Company for a further term of 5 (Five) years w.e.f. May 10, 2027 to May 09, 2032 in accordance with the provisions of Sections 196, 197, and 203 of the Companies Act, 2013 read with Schedule V and Rules made thereunder and other applicable provisions of the Companies Act, 2013, if any. His re-appointment requires the approval of the shareholders at the ensuing Annual General Meeting.
(ii) As per Section 152 of the Companies Act, 2013 and other applicable provisions of the Act, Mr. Anil
Gupta (holding DIN: 00006422), Director of the Company [designated as Chairman-cum-Managing 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 are 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) Changes in Key Managerial Personnel (KMP)
No changes occurred in the Key Managerial Personnel of the Company during the financial year under review. d) Declaration by Independent Directors
All the Independent Directors of the Company have given their declaration for the FY 2025-26 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 proficiency) as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company duly met 6 (Six) times during the financial year from April 01, 2025 to
March 31, 2026 on May 06, 2025, June 24, 2025, July 22, 2025, October 15, 2025, January 21, 2026 and March 24, 2026. Further, during the year, the Board had also passed Resolutions by way of Circulation on April 15, 2025, November 18, 2025 and December 12, 2025 respectively.
Further, during the year, two separate meetings of the Independent Directors of the Company were held on January 21, 2026 and March 28, 2026 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.
BOARD FAMILIARISATION AND TRAINING PROGRAMME
The 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.
CHANGE IN CAPITAL STRUCTURE
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. Accordingly, the paid-up share capital of the Company has increased from 9,55,52,595 equity shares of face value of
Rs.2/- each to 9,56,00,595 equity shares of face value of
Rs.2/- each.
FORMAL ANNUAL EVALUATION
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 2025-26, 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.
PERFORMANCE EVALUATION OF THE BOARD AND COMMITTEES
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 and 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 was 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.
EVALUATION OUTCOME
The outcome brought out that the Board is effective and 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 meets 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 management. They regularly review the practices in governance, compliance, Action Taken Report (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 recognized 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.
DIRECTORS' RESPONSIBILITY STATEMENT
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.
DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITORS
There were no instances of fraud reported by the auditors.
NOMINATION AND REMUNERATION POLICY
The Company has framed a Nomination and Remuneration Policy on Director's appointment and remuneration including criteria for determining qualifications, 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 as (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.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2026 is available on the website of the Company at https://www.kei-ind.com/wp-content/uploads/2026/08/ form-mgt-7-2025-26.pdf under Investor Relations Section.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
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, 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.
INTRODUCTION OF LABOUR CODES
The Government of India has brought into force the four Labour Codes with effect from 21 November 2025, consolidating and streamlining various labour laws governing wages, social security, industrial relations, and occupational safety, health and working conditions.
During the year, the Company undertook a comprehensive review of the applicability and impact of these Codes on its operations and workforce management practices. Pursuant to this assessment, appropriate modificationswere initiated in areas such as compensation structures, employee benefits, employment-related documentation, occupational health and safety measures and employee separation and settlement procedures to ensure alignment with the revised regulatory framework.
The Company has also recognised and made appropriate financial provisions, wherever required, in connection with the implementation of the Labour Codes. The Company remains committed to ensuring ongoing compliance with the applicable provisions, rules and guidelines as may be prescribed or amended by the relevant authorities from time to time.
DETAILS WITH RESPECT TO THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place an 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 (SOPs), 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, prevention and detection of fraud and errors, 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 risk categorization,riskassessment, risk 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.
FIXED DEPOSITS
During the year, no amount has been received by the
Company as fixed deposit covered of the Companies Act, 2013. As on March 31, 2026, 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, 2026.
LISTING OF SHARES
The shares of the Company are listed at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company has paid its up-to-date listing fees to all the stock exchanges. During the year, the Board of Directors of the Company approved voluntary delisting of the Company's Equity Shares from The Calcutta Stock Exchange Limited (CSE), pursuant to Regulations 5 and 6 of the SEBI (Delisting of Equity Shares) Regulations, 2021. The Equity Shares of the Company will continue to remain listed on the NSE and BSE, providing nationwide trading facilities. Since, the CSE does not have any active platform for trading in equity shares, the Shareholders of the Company are not affected in any manner from CSE delisting. The shares of the Company have been delisted from The Calcutta Stock Exchange Limited (CSE) w.e.f. February 03, 2026.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year, there was no significant order passed by any Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status and future operations of the Company.
CONTRIBUTION TO EXCHEQUER
The Company is a regular payer of taxes and other duties to the Government. During the year under review your Company paid Rs.2,687.67 million towards Corporate Income Tax as compared to Rs.2,261.32 million paid during the last financial year.
The Company has also paid an amount of
Rs.26,995.74 million on account of GST and Customs duty as compared to Rs.21,833.18 million paid during last Financial Year.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE 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.
IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTOR'S REPORT SHALL INCLUDE THE REASON THEREOF
Not Applicable
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There is no instance of one-time settlement with any bank or financial institutions.
HUMAN RESOURCES
The Company's industrial relations continued to be harmonious during the period under review.
POLICY ON MATERIAL SUBSIDIARY
The Company has framed a Policy on Material Subsidiary under Regulation 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.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with 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 Act.
AUDIT COMMITTEE
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:
Sl. No. Name of the Director
1. Mr. Sadhu Ram Bansal
2. Mr. Vinay Mittal
3. Ms. Shalini Gupta
Mr. Kishore Kunal, Company Secretary & Compliance Officer of the Company acts as Secretary to the Committee. In addition to the above, the Committee meetings were also attended by the Statutory Auditors, Internal Auditors and other
Executive (s) of the Company as and when required.
Further, the Board has not denied any recommendation of Audit Committee during the Financial Year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
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, 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 has been uploaded on the website of the Company at https:// www.kei-ind.com/vigil-mechanism-whistle-blower-policy/ under Investor Relations Section.
SHARES a. BUY BACK OF SECURITIES
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 confirmed their
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 2025-26, there has been no change in the Employee Stock Option Scheme reservations of the Company. The ESOP Scheme(s) is in compliance with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ('the SBEB Regulations'). Members 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, 2026 are available on the website of the Company at https://www.kei-ind.com/disclosures-pursuant-to-sebi-regulations-2026/.
Further, the Company has obtained a certificate
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.
AUDITORS
Statutory Auditors:
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 30th AGM till the conclusion of 35th AGM of the Company to be held in the year 2027 pursuant to Section 139 of the Companies Act, 2013.
Statutory Auditors' Report
The observations / comments of Statutory Auditors in their
Auditor's Report on standalone and consolidated financials are self-explanatory and therefore do not call for any further clarification / comment.
Cost Auditor:
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 2026-27 in accordance with Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit)
Rules, 2014 after obtaining their consent and certificate under Section 139, 141 and 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 wheretheyhave 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.
Cost Audit Report
Therearenoqualifications, or adverse remarks made by Cost Auditors in their Report for FY 2025-26.
Further, the Cost Audit Report for the FY 2024-25 was filed on July 22, 2025 and for the FY 2025-26, the Cost Audit
Reporttobefiled within due date
Secretarial Auditors
The Members at the 33rd AGM held on July 30, 2025, appointed M/s S K Batra & Associates, Practicing Company
Secretaries Firm having a valid Peer review certificate, (Peer review certificate No.: 7712/2026 issued by the Institute of
Company Secretaries of India) as Secretarial Auditors of the Company for a period of 5 years beginning from FY 2025- from 26 to FY 2029-30.
The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI. The
Audit Committee reviews the independence and objectivity of the Secretarial Auditors and the effectiveness of the Audit process.
Secretarial Audit Report
The Secretarial Audit Report for the FY 2025-26 as submitted by Secretarial Auditors in Form No. MR-3 is annexed to this Report as Annexure C and forms part of this Report.
There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.
Annual Secretarial Compliance Report
Annual Secretarial Compliance Report for the financial ended March 31, 2026 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.
CORPORATE SOCIAL RESPONSIBILITY
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.
LOAN(S), GUARANTEE(S) OR INVESTMENT(S)
During the year, your Company has duly complied with the provisions of Section 186 of the Companies Act, 2013. The particulars of Loans given, Corporate Guarantees provided and Investments made by the Company during the year are as follows:
Sl. No. Particulars of Loan given, Corporate Guarantees and Investment made u/s 186 of the Companies Act, 2013
1. First Loss Default Guarantee in favour of Axis Bank Limited against Channel Financing Facility provided to the Dealers of the Company.
2. First Loss Default Guarantee in favour of IndusInd Bank Limited against Channel Financing Facility provided to the Dealers of the Company.
3. First Loss Default Guarantee in favour of Yes Bank Limited against Channel Financing Facility provided to the Dealers of the Company.
4. First Loss Default Guarantee in favour of IDBI Bank Limited against Channel Financing Facility provided to the Dealers of the Company.
5. First Loss Default Guarantee in favour of HDFC Bank Limited against Channel Financing Facility provided to the Dealers of the Company.
Total
PREVENTION OF SEXUAL HARASSMENT
The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company. The 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 Workplace, your Company has constituted an Internal Complaints 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 periodically organises awareness and engagement sessions to familiarise female employees with the provisions of the POSH Act. The Company is committed to maintaining a safe, inclusive and respectful workplace, with a strict zero-tolerance approach towards any form of harassment.
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
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961
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.
REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
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.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
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 Obligations 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 timelines.
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 https://www.kei-ind.com/related-party-transactions-policy/ under Investor Relations Section.
CORPORATE GOVERNANCE
The Board of 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.
In compliance with the SEBI Listing Regulations, a certificate issued by the Chief Executive Officerand Chief Financial Officer of the Company, inter alia, certifying the of the financial statements and cash flow adequacy of internal control systems, and reporting to the Audit Committee, is annexed to the Corporate Governance Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
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.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In terms of Regulation 34(2)(f) of SEBI (Listing Obligations 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.
CYBER SECURITY
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, breaches or loss of data relating to cybersecurity.
EVENTS
.
During the month of May 2026, the Income-Tax Department carried out search proceedings at some of the premises, plants and residences of few of the employees of the
Company under the provisions of the Income-Tax Act, 2025. The Company provided its full support and co-operation throughout the proceedings and made available all records, information, explanations and documents as and when required by the authorities.
As on the date of this Report, no assessment order, demand notice or any other communication indicating the outcome of the aforesaid search proceedings has been received by the Company. Accordingly, the management is presently not in a position to determine the financial impact, if any, arising out of the said proceedings and will take such action as may be considered appropriate upon receipt of any communication from the Income-Tax Department.
APPRECIATIONS
The Board of Directors places on record their sincere appreciation for significant contributions made 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.
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