Directors Report of Ken Enterprises Ltd.

Mar 31, 2025

Your Director''s have pleasure in presenting Annual Report of the Company, together with the audited Financial Statements
for the financial year ended 31^st March, 2025.

1. Financial Results:

The summarized financial highlights of the Company, for the year ended 31^st March, 2025 are as follows:

(Figures in lakhs except EPS)

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from business operations	48,373.92	39,168.22	48,280.13	40,220.78
Other Income	1,090.84	684.35	1,123.66	691.94
Total Income	49,464.75	39,852.56	49,403.79	40,912.72
Less: Expenses	47,816.61	2)8,676.01	47,72.0.64	3)9,720.67
Profit (Loss) Before Tax Less: - Tax Expenses	1,648.15	1,176.56	1,673.15	1,192.05
(Current & Deferred)	434.81	295.41	441.10	299.32
Net Profit / (Loss) After Tax	1213.34	881.15	1,232.05	892.73
Basic and Diluted EPS	6.33	4.80	6.42	4.68

2. State of Companyâs Affairs and Future
Outlook:

On Standalone Basis

During the financial year, the Company has earned a
total income of Rs. 49,464.75 lakhs as compared to
previous yearâs income of Rs. 39,852.56 lakhs. The
Company incurred a profit of Rs. 1213.34 lakhs as against
profit of Rs. 881.15 lakhs in the previous year.

On Consolidated Basis

During the financial year, the Company has earned a
total income of Rs. 49,403.79 lakhs as compared to
previous yearâs income of Rs. 40,912.72 lakhs. The
Company incurred a profit of Rs. 1,232.05 lakhs as
against profit of Rs 892.73 lakhs in the previous year.

3. Transfer to Reserves:

On Standalone Basis

The Company has transferred Rs. 1,213.34 lakhs to the
reserves and the closing balance of the Reserves and
Surplus stands at Rs 8,610.92 lakhs including Securities
Premium of Rs. 4,828.01 lakhs.

On Consolidated Basis

The Company has transferred Rs. 1,232.04 lakhs to the
reserves and the closing balance of the Reserves and
Surplus stands at Rs 8,703.27 lakhs including Securities
Premium of Rs. 4,828.01 lakhs.

4. Change in nature of Business:

There was no Change in the nature of Business during
the FY 2024-25.

5. Dividend:

The Board of Directors of your company, after
considering holistically the relevant circumstances
and keeping in view the companyâs future plans and
expansion has decided that it would be prudent, not to
recommend any Dividend for the year under review.

6. INFORMATION ABOUT SUBSIDIARY/ JV/
ASSOCIATE COMPANY:

i. During the year under the review, the Company
has 1(one) Subsidiary Company named Kuber
Cotspin Private Limited.

ii. During the financial year under review, there were
no additions in the subsidiaries or Joint Venture.

iii. There were no Companies which ceased to
be Subsidiary/Associates/Joint Ventures of
the Company.

iv. In accordance with Section 129(3) of the Companies
Act, 2013 read with Rule 6 of Companies (Accounts)
Rules, 2014, we have prepared Consolidated
Financial Statements of the Company, for its
subsidiary which form part of the Annual Report.

v. Further, a statement containing the salient features
of the Financial Statements of the subsidiary the
prescribed formatAOC-1 as âAnnexure Iâ is forming
part of the Financial Statements. The statement
also provides the details of performance, financial
positions of each of its subsidiary

7. Transfer of Unclaimed Dividend to Investor
Education and Protection Fund:

Since there was no unpaid/unclaimed Dividend on the
books or any Unpaid Dividend declared and paid last
year, the provisions of Section 125 of the Companies
Act, 2013 do not apply to your company.

8. Material changes and commitments, if
any, affecting the financial position of the
company occurred between the end of
the financial year to which this financial
statement relates and the date of the report:
There have been no material changes and commitments,
affecting the financial position of the Company, which
has occurred between the end of the financial year for
the Company i.e., March 31, 2025, and the date of this
Board Report except as stated below:

i. Conversion from Private Limited to Public
Limited:

Considering the expansion plans and IPO of the
Company, the Board, at its meeting held on May
30, 2024 approved to convert your Company
from Private Limited Company to Public Limited
Company. Thereafter, your Company has been
converted into a Public Limited Company pursuant
to a resolution passed by the Shareholders of the
Company at the Extra Ordinary General Meeting
held on June 1, 2024 and a fresh certificate of
incorporation consequent upon conversion
from a Private Limited Company to a Public
Limited Company was issued by the Registrar of
Companies (ROC) on August 5, 2024 in the name
of âKEN ENTERPRISES LIMITEDâ.

ii. Initial Public Offering (âIPOâ) and Listing
on SME Platform (NSE Emerge)- National
Stock Exchange of India Limited (âNSEâ)

In order to unlock further potential and unleash
greater value creation for all stakeholders, your
Company came up with IPO of its equity shares.
The equity shares of your Company got listed
on Stock Exchanges with effect from February
12, 2025.

The IPO, comprising of Fresh Issue and Offer
for Sale (âOFSâ) by selling shareholders, was
open for subscription from February 5, 2025 to
February 7, 2025. The IPO was made pursuant to
Regulation 229 (2) of SEBI (ICDR) Regulations.
The IPO comprised of 88,99,200 equity shares
for cash at a price of Rs. 94/- per equity share
(including a security premium of Rs. 84/- per
equity share) aggregating to Rs. 8,365.25 Lakhs
comprising a Fresh Issue of up to 61,99,200 equity
shares aggregating to Rs. 5,827.25 Lakhs by your
Company and an Offer for Sale of up to 27,00,000
equity shares aggregating to Rs. 2,538 Lakhs by the
Selling Shareholders.

Your Company completed its IPO successfully
with participation of several leading domestic
and global institutional investors as well as NRIs,
HNIs and retail investors. Your Board is gratified
and humbled by the faith shown in the Company
by investors. Your Board also places on record its
appreciation for the support provided by various
authorities, Lead Managers, Stock Exchange,
Depositories, Counsels, Consultants, Auditors and
employees of the Company for making the IPO of
the Company a grand success

Your Company received listing and trading
approval from NSE on February 11, 2025.

9. Public Deposits:

During the year under review, the Company has not
accepted any deposits within the meaning of Section 73
and 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.

10. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) and
Section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return of the Company for the
financial year ended March 31, 2025 can be accessed at
https://kenindia.in.

11. Changes in Share Capital

The authorized share capital of the company is
Rs. 26,00,00,000/- divided into 2,60,00,000 equity
share of Rs. 10 each. During the year Company has not
made any changes in its Authorized Share Capital.

The paid-up Equity Share Capital as on 31^st March, 2025
was Rs. 24,56,54,800 /- divided into 2,45,65,480 Equity
Shares of Rs.10/- each and the shares of the Company
got subsequently listed on SME Platform of National
Stock Exchange Limited (âNSE EMERGEâ)

During the year under review, the company has
undertaken following transactions:

? The Company has been issued and allotted
1,57,79,480 Equity Shares of Rs. 10 each through
Bonus Issue dated May 29, 2024.

? Further, the Company has been issued, subscribed
and allotted to the public as a Fresh Issue of up
to 61,99,200 equity shares equity shares for cash
at a price of Rs. 94/- per equity share (including
a security premium of Rs. 84/- per equity share).

12. Directors and Key Managerial Personnel (KMP):

A) Changes in Directors & KMP during the financial year 2024-25:

There were following changes in the Directors or Key Managerial Personnel of the Company during the financial year
2024-25.

in T qH''iqA

Sr. No	DIN/PAN	Name of Director	Designation	Nature of Change	Date of Appointment/ Change in designation/Cessation (with effect from)
1.	00415113	Mr. Krishnakumar Hariprasad Bagdiya	Director	Cessation	September 13, 2024
2.	03532349	Mr. Sachin Janardan Mulay	Whole time Director	Appointment	September 14, 2024
3.	03532349	Mr. Sachin Janardan Mulay	Chief Financial Officer	Appointment	September 13, 2024
4.	00415118	Mr. Nikunj Hariprasad Bagdiya	Managing Director and Chairman	Change in Designation	September 14, 2024
5.	00415083	Ms. Bina Hariprasad Bagdiya	Non-Executive Non-Independent Director	Change in Designation	September 14, 2024
6.	10440686	Mr. Arshita Singh	Non-Executive Independent Director	Appointment	September 14, 2024
7.	08960192	Mr. Rashmi Sagar Mitkary	Non-Executive Independent Director	Appointment	September 14, 2024
8.	10743608	Mr. Vinaykumar Ramgopal Jhawar	Non-Executive Independent Director	Appointment	September 14, 2024
9.		Mr. Shailja Dubey	Company Secretary and Compliance Officer	Appointment	September 13, 2024

B) Director retires by rotation:

In accordance with the provisions of Sub-Section
(6) of Section 152 of the Companies Act, 2013
and the Articles of Association of the Company,
Ms. Bina Hariprasad Bagdiya is liable to retire by
rotation at this Annual General Meeting and being
eligible, offers himself for re-appointment.

Your directors recommend re-appointment of
Ms. Bina Hariprasad Bagdiya as a Non Executive
Director ofthe Company, liable to retire by rotation.

C) Current structure of Directors and Key
Managerial Personnel:

The composition of Board of Directors and Key
Managerial Personnel (KMP) of the Company as
on March 31, 2025 were as follows:

Name	Designation
Mr. Nikunj Hariprasad Bagdiya	Chairman and Managing Director
Mr. Sachin Janardan Mulay	Whole Time Director and Chief Financial Officer
Ms. Bina Hariprasad Bagdiya	Non Independent Non - Executive Director
Ms. Arshita Singh	Independent NonÂ¬ Executive Director
Ms. Rashmi Sagar Mitkary	Independent NonÂ¬ Executive Director
Mr. Vinaykumar Ramgopal Jhawar	Independent NonÂ¬ Executive Director
Mr. Shailja Dubey	Company Secretary & Compliance Officer

13. Meetings of the Board

The Board meets at regular intervals to discuss and
decide on Company / business policy and strategy apart
from other Board business. The notice of Board meeting
is given well in advance to all the Directors. The Agenda
of the Meeting is circulated at least a week prior to the
date of the meeting. The Board met Twenty-Five [25]
times in financial year 2024-2025 on following dates
and the maximum interval between any two meetings
did not exceed 120 days

(H in Lakhs)

Sr .No	Board Meeting Dates
1.	17^th June, 2024
2.	18^th May, 2024
3.	29^th May, 2024
4.	27^th May, 2024
5.	3.1^st May, 2024
6.	13^th August, 2024
7.	10^th August, 2024
8.	19^th August, 2024
9.	31^st August, 2024
10.	5^th September, 2024
11.	13^th September, 2024
12.	16^th September, 2024
13.	25^th September, 2024
14.	26^th September, 2024
15.	28^th September, 2024
16.	14^th November, 2024
17.	16^th January, 2025
18.	22^th January, 2025
19.	24^th lanuary, 2025
20.	29^th January, 2025
21.	03>^ld February, 2025
22.	10^th February, 2025
23.	27^th February, 2025
24.	11^th March, 2025
25.	31^st March, 2025

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14. Board Committee.

The Board of Directors has constituted Board
Committees to deal with specific areas and activities
which concern the Company and require closer review.
The Board Committees are formed with the approval
of the Board, and they function under their respective
Charters. These Committees play an important role in
the overall management of the day-to-day affairs and
governance of the Company. The Board Committees
meet at regular intervals and take necessary steps to
perform the duties entrusted to them by the Board. The
minutes of the Committee meetings are presented to
the Board for review.

Your Company has in place, all the Committee(s) as
mandated under the provisions of the Act and Listing
Regulations. Currently, there are four Committees of
the Board, namely:

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholder Relationship Committee

? Corporate Social Responsibility Committee

The Company has four committees viz; Audit
Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee
and Corporate Social Responsibility Committee which
has been established as a part of the better Corporate
Governance practices and is in compliance with the
requirements of the relevant provisions of applicable
laws and statutes.

I. Audit Committee:

The Board at its meeting held on 16^th September,

2024, constituted the Audit Committee (âACâ). The
composition of the Committee is in compliance
with the requirements of Section 177 of the
Companies Act, 2013.

During the financial year 2024-25, the Committee
met 6 (Six) times on 16^th September, 2024, 26^thSeptember, 2024, 14^th November, 2024, 29^th January,

2025, 3^rd February, 2025, 31^st March, 2025 and the
maximum interval between any two meetings did
not exceed 120 days.

The composition of Audit Committee as on 31^st March, 2025:

Sr. No	Name of Member	Designation in Board	Designation
1.	Mr. Vinaykumar Ramgopal Jhawar	Non-Executive Independent Director	Chairman & Member
2.	Ms. Rashmi Sagar Mitkary	Non-Executive Independent Director	Member
3.	Mr. Nikunj Hariprasad Bagdiya	Managing Director and Chairman	Member

The attendance of the members at the Meeting of Audit Committees held during the FY 2024-25:

Sr. No	Dates of Committee Meeting	Vinaykumar Ramgopal Jhawar(Chairman)	Rashmi Sagar Mitkary (Member)	Nikunj Hariprasad Bagdiya (Member)
1.	16^th September, 2024	Present	Present	Present
2.	26^th September, 2024	Present	Present	Present
3.	14^th November, 2024	Present	Present	Present
4.	29^th January, 2025	Present	Present	Present
5.	03^rd February, 2025	Present	Present	Present
6.	31^st March, 2025	Present	Present	Present

The Company Secretary shall act as the secretary to the Audit Committee.

II. Nomination & Remuneration Committee:

The Board at its meeting held on 16^th September, 2024, constituted the Nomination & Remuneration Committee
(âNRCâ). The Committee is constituted in line with the requirements mandated by the Act.

During the financial year 2024-25, the Committee met 1 (One) on 16^th September, 2024.

The Nomination and Remuneration Committee comprises of the following as on 31^st March, 2025:

Sr. No	Name of Member	Designation in Board	Designation
1	Ms. Arshita Singh	Non- Executive Independent Director	Chairman & Member
2	Mr. Vinaykumar Ramgopal Jhawar	Non- Executive Independent Director	Member
3	Ms. Bina Hariprasad Bagdiya	Non-Executive Director	Member

The attendance of the members at the Meeting of Audit Committees held during the FY 2024-25:

Sr.	Dates of Committee Meeting	Ms. Arshita Singh	Mr.Vinaykumar	Ms. Bina Hariprasad
No		(Chairman &	Ramgopal Jhawar	Bagdiya
		Member)	(Member)	(Member)
1.	16^th September, 2024	Present	Present	Present

III. Stakeholder Relationship Committee

The Board at its meeting held on 16^th September, 2024, constituted the Audit Committee (âACâ). SRC of the Company
was constituted by the Board in compliance with the provisions of Section 178 of the Companies Act, 2013, to look
into the redressal of shareholdersâ/ investorsâ complaints, such as transfer of securities, non-receipt of dividend,
notice, annual reports and all other securities holder related matters

During the financial year 2024-25, the Committee met Twice on 16^th September 2024 and 31^st March, 2025.

The composition and attendance of the members of the SRC for the financial year 2024-25 is as follows:

Name of Member	Designation in Board	Position in Committee	No. of Meeting attended
Ms. Rashmi Sagar Mitkary	Non-Executive Independent Director	Chairman & Member	2
Ms. Arshita Singh	Non-Executive Independent Director	Member	2
Mr. Sachin Janardan Mulay	Whole Time Director & CFO	Member	2

IV. Corporate Social Responsibility Committee:

The Board at its meeting held on 16^th September, 2024, constituted the Corporate Social Responsibility Committee
(âCSRâ) under the provisions of section 135 of the Companies Act, 2013. During the year under review, the company
was has spent the amount as Corporate Social Responsibility as per Section 135 of Companies Act, 2013.

During the financial year 2024-25, the Committee met 3 (Three) times on 16^th September, 2024, 18^th November, 2024
and 27^th March, 2025.

The composition and attendance of the members of the CSR Committee for the financial year 2024-25 is stated
as follows: -

Name of Member	Designation in Board	Position in Committee	No. of Meeting attended
Mr. Nikunj Hariprasad Bagdiya	Managing Director & Chairman	Chairman and Member	3
Ms. Arshita Singh	Non- Executive Independent Director.	Member	3
Mr. Vinaykumar Ramgopal Jhawar	Non- Executive Independent Director.	Member	3

15. Declaration of Independent Director:

i. The Company has received necessary declarations
from all the Independent Directors on the Board of
the Company confirming that they meet the criteria
of Independence as prescribed under Section 149
of the Companies Act, 2013 and the Rules made
there under and Regulation 16(1)(b) and other
applicable regulations, if any, of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
as amended. The Independent Directors have
also confirmed that they are not aware of any
circumstance or situation which exists or may be
reasonably anticipated that could impair or impact
their ability to discharge their duties.

ii. Further, the Independent Directors have also
submitted a declaration in compliance with the
provision of Rule 6(3) of Companies (Appointment
and Qualification of Directors) Rules, 2014, as
amended, which mandated the inclusion of an
Independent Directorâs name in the data bank
of persons offering to become Independent
Directors, of Indian Institute of Corporate Affairs
(âIICAâ) for a period of one year or five years or
life time till they continue to hold the office of
an Independent Director and also completed
the online proficiency test, conducted by Indian
Institute of Corporate Affairs, wherever applicable.

iii. The Board of Directors, based on the declaration(s)
received from the Independent Directors, have
verified the veracity of such disclosures and
confirmed that the Independent Directors fulfill
the conditions of independence specified in the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 and the Companies Act, 2013,
as amended and are independent from the
management of the Company.

iv. In the opinion of the Board, all the Independent
Director are persons possessing attributes of
integrity, expertise and experience (including
proficiency) as required under the applicable laws,
rules and regulations.

v. The terms and conditions of the said appointment
are hosted on website of the Company https://
kenindia.in/

16. Annual Performance Evaluation:

i. Pursuant to the provisions of the Companies
Act, 2013, a formal annual evaluation needs to
be made by the Board of its own performance
and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013
states that the performance evaluation of the
independent directors shall be done by the entire
Board of Directors, excluding the director being

evaluated. The Board works with the Nomination
and Remuneration Committee to lay down the
evaluation criteria. The Board has carried out an
evaluation of its own performance, the directors
individually as well as (including chairman) the
evaluation of the working of its Audit Committee,
Nomination and Remuneration Committee
and Stakeholdersâ Relationship Committee of
the Company.

ii. The Board has devised questionnaire to evaluate
the performances of each of Executive, NonÂ¬
Executive and Independent Directors. Such
questions are prepared considering the business of
the Company and the expectations that the Board
have from each of the Directors. The evaluation
framework for assessing the performance of
Directors comprises of the following key areas:

a. Attendance at the Board Meetings and
Committee Meetings;

b. Quality of contribution to Board deliberations;

c. Strategic perspectives or inputs
regarding future growth of Company and
its performance;

d. Providing perspectives and feedback
going beyond information provided by
the management.

17. Separate Meetings of Independent
Directors:

As stipulated by the Code of Independent Directors
under Schedule IV of the Companies, Act, 2013, a
separate meeting of the Independent Directors of the
Company was held to review the performance of NonÂ¬
Independent Directors, the Board as whole, including
the Chairman of the Company and to discuss the matters
related to the quality, quantity and timeliness of flow of
information between the Company management and
the Board.

18. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013
and applicable provision of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a
performance evaluation of the individual Directors
as well as evaluation of the Board as a whole and its
committees has been carried out.

Further, in terms of Para VII of Schedule IV of the
Companies Act, 2013 and applicable provisions
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a meeting of the
Independent Directors of the Company to evaluate the
performance of:

? The Chairman of the Company and performance
of Non- Independent Directors and the Board as
a whole.

? Assess the quality, quantity and timeliness of flow
of information between the Company management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

Further, the Nomination and Remuneration Committee
also evaluated the performance of the Board of
Directors of the Company.

The following metrics were considered for evaluation:

a) Generic parameters

b) Roles and responsibilities to be fulfilled

c) Participation in Board Processes

d) Governance

e) Strategy

f) Effective Communication

g) Stakeholder focus

h) Risk Awareness

i) The results of evaluation of performance of the
Board, itâs Committees and of individual Directors
was found to be satisfactory.

19. Details of policy developed and implemented
by the company on Corporate Social
Responsibility initiatives:

Pursuant to the provisions of Section 135 of the Act
and the Rules made there under, the Company had
duly constituted the Corporate Social Responsibility
Committee (CSR Committee) in the Company. As part
of its initiatives under CSR, the Company has identified
various projects. These projects are in accordance with
Schedule VII to the Act.

The details as per the provisions are annexed herewith
as âAnnexure-nâ.

20. Directorsâ Responsibility Statement:

To the best of their knowledge and belief and according
to the information and explanations obtained by them,
your Directors make the following statement in terms
of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of annual accounts, the
applicable accounting standards have been
followed and that there are no material departures;

b) They 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 at 31^st March, 2025 and of the
profits of the Company for that period;

c) They 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) They have prepared the annual accounts on a
going concern basis;

e) They have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and

f) They have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that these systems are adequate and
operating effectively.

21. Nomination and Remuneration Policy:

The Board has, on the recommendation of the
Nomination & Remuneration Committee, framed a
Policy for selection, appointment and remuneration
of Directors and Key Managerial Personnel, including
criteria for determining qualifications, positive
attributes and Independence of Directors. The said
policy is available on the Companyâs Website

Website Link: https://kenindia.in/

22. Vigil Mechanism/Whistle Blower Policy:

In accordance with Section 177 of the Companies Act,
2013, the Company has adopted a Vigil mechanism /
Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any.

The Company had established a mechanism for directors
and employees to report concerns about unethical
behavior, actual or suspected fraud, or violation of
our Code of Conduct and Ethics. The mechanism also
provides for adequate safeguards against victimization
of directors and employees who avail of the mechanism
and also provide for direct access to the Chairman of
the Audit Committee in the exceptional cases.

We affirm that during the financial year 2024-25,
no employee or director was denied access to the
Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available
on the website of the Company at https://kenindia.in/

23. Risk Management Policy:

The Company has laid down a well-defined Risk
Management Policy to identify the risk, analyse and
to undertake risk mitigation actions. The Board of
Directors regularly undertakes the detailed exercise for
identification and steps to control them through a well-
defined procedure. The Board periodically reviews
the risks and suggests steps to be taken to control and
mitigate the same through properly defined framework.

24. Significant and Material Orders passed by
the Regulators or Courts

There is no significant material orders passed by the
Regulators / Courts which would impact the going
concern status ofthe Company and its future operations.

25 Statutory Auditors

M/s. Mittal Agarwal & Company, Chartered
Accountants, Mumbai (Firm Registration No. 131025W),
is the Statutory Auditors of the Company. The Statutory
Auditor has been appointed at the Annual General
Meeting held for F.Y 2023 - 24 for 5 consecutive years
starting from financial year 2023-24 to 2027-28.

The Board of Directors recommends their continuation
on the basis of satisfactory performance by them during
the year under review.

26. Auditorsâ Report

The Auditorsâ Report to the members on the Accounts
of the Company for the financial year ended 31^st March,
2025 does not contain any qualification and is selfÂ¬
explanatory.

27. Reporting of Fraud by Auditors:

There is no qualification, reservation, adverse remark
or disclaimer given by the Auditor in their Report.

28. Internal Auditor:

The report of Internal Auditor issued and the same has
been reviewed.

29. Secretarial Audit:

The Board had appointed CS Aakruti Somani,
Practicing Company Secretaries (Membership
No.54612 and COP No. 20395) as Secretarial Auditor
to conduct the Secretarial Audit of the Company
for the financial year ended March 31, 2025. As per
the provisions of Section 204 of the Act read Rules
framed there under. The Secretarial Audit Report in
Form MR-3 is given as Annexure III and forms part
of this Report. The Secretarial Audit Report does not
contain any qualification, reservation, adverse remark
or disclaimer.

30. Cost Auditor:

Pursuant to the provisions of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules,
2014, the Company is required to maintain cost records
in respect of its manufacturing activities, and such
records are duly maintained.

For the financial year 2024-25, M/s. Nilesh A. Chalke &
Co, Cost and Management Accountants, Kolhapur (Firm
Registration No. 001113), carried out the audit of the
cost records maintained by the Company for applicable
businesses. The Company has received a certificate

from the said firm confirming their eligibility under
Section 141 read with Section 148(3) of the Act and Rule
6(5) of the Companies (Cost Records and Audit) Rules,
2014, for appointment as Cost Auditors.

Based on the recommendation of the Audit Committee,
the Board of Directors has re-appointed M/s. Nilesh

A. Chalke & Co, Cost and Management Accountants,
Kolhapur (Firm Registration No. 001113), as the Cost
Auditors of the Company for the financial year 2025-26.
The remuneration payable to the Cost Auditors is
subject to ratification by the Members at the ensuing
Annual General Meeting (âAGMâ), as required under
Section 148(3) of the Act. Accordingly, a resolution
seeking Membersâ ratification for the remuneration
payable to the Cost Auditors is included in Item No. 5 of
the Notice convening the AGM. The details of the Cost
Auditors and cost audit conducted by them for financial
year 2024-25 are furnished below:

31. Disclosure on maintenance of cost records

The Cost records are maintained by the Company
pursuant to the rules prescribed by the Central
Government for maintenance of cost records under
Section 148(1) of the Act in respect of its manufactured
goods by the Company.

32. Particulars of Loans, Guarantees
or Investments

There are no loans granted, guarantees given and
investments made by the Company under Section 186
of the Companies Act, 2013 read with rules framed
thereunder except as stated under Note 5, 6 and 16 to
the financial statement.

33. Particulars of Loans availed from directors
or their relatives

As required under Rule 2(c)(viii) of Companies
(Acceptance of deposits) Rules, 2014, there are no
loans availed by the Company during the year from its
directors and their relatives.

34. 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
As Company has not done any one-time settlement
during the year under review hence no disclosure
is required.

35. Related Party Transaction

In line with the requirements of the Act and SEBI
Listing Regulations, the Company has formulated a
Policy on of Related Party Transactions which is also
available on the Companyâs website at https://kenindia.
in/The Policy intends to ensure that proper reporting,

approval and disclosure processes are in place for all
transactions between the Company and its Related
Parties. All related party transactions are placed before
the Audit Committee for review and approval.

Pursuant to the provisions of the Act and SEBI Listing
Regulations with respect to omnibus approval, prior
omnibus approval is obtained for related party
transactions on a yearly basis for transactions which
are of repetitive nature and entered in the ordinary
course of business and are at armâs length. Transactions
entered into pursuant to omnibus approval are verified
by the Finance Department and a statement giving
details of all related party transactions are placed
before the Audit Committee and the Board for review
and approval on a quarterly basis.

All transactions entered with related parties for the
year under review were in ordinary course of business
and at armâs length basis except the Material related
party transactions, i.e. transactions exceeding 10% of
the annual turnover as per the last audited financial
statement, were entered during the year by the
Company. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the
Act, in Form AOC-2, annexed as Annexure-IV. Further,
there are no material related party transactions during
the year under review with the Promoters, Directors or
Key Managerial Personnel, which may have a potential
conflict with the interest of the Company at large. All
related party transactions are mentioned in the notes
to the accounts. The Directors draw attention of the
members to Note No. 38 to the standalone financial
statements which sets out related party disclosure.

Pursuant to the provisions of Regulation 34(3) and 53(f)
read with clause 2 of Part A of Schedule V of the SEBI
Listing Regulations is not applicable and During the
year under review, no person(s) or entity(ies) belonging
to the promoter/promoter group which held 10% or
more share in the paid-up equity share capital of
the Company.

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

Pursuant to Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, details regarding Conservation of Energy,
Technology Absorption, Foreign Exchange earnings
and outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of
energy - The Operations of the Company
are not energy intensive. However, Company
continues to implement prudent practices for
saving electricity and other energy resources
in day-to-day activities.

b. Steps taken by the Company for utilizing
alternate sources of energy - Though the
activities undertaken by the Company are not
energy intensive, the Company shall explore
alternative sources of energy, as and when
the necessity arises.

c. The capital investment on energy

conservation equipment - Nil

B. Technology Absorption

a. The efforts made towards technology

absorption - the minimum technology

required for the business has been absorbed.

b. The benefits derived like product

improvement, cost reduction, product

development or import substitution -

Not Applicable

c. In case of imported technology (imported
during the last three years reckoned from
the beginning of the financial year) -
Not Applicable

d. The expenditure incurred on Research and
Development - Not Applicable

C. Foreign exchange earnings and Outgo:

(H in Lakhs)

Particulars

Current

Year

Foreign Exchange
Earnings

2,52.69

1,43.47

Foreign Exchange
Outgo (CIF Basis)

1,44.91

108.97

37. Management Discussion & Analysis
Reports:

A detailed report on Management Discussion and
Analysis (MDA) Report is included in this Report as
Annexure V

38. Business Responsibility Report:

As per the provisions of Regulation 34 (2) of the SEBI
Listing Regulations, as amended, the Annual Report
of the top 1000 listed entities based on market
capitalization shall include a Business Responsibility
Report (âBRRâ), thus the Business Responsibility Report
is not applicable to us.

39. Corporate Governance:

In accordance with regulation 15(2) of SEBI LODR,
2015, the requirement of compliance with respect to
specified Corporate Governance provisions are not
applicable to the Company, as the Company has been
listed on the SME exchange at NSE Emerge with effect
from February 12, 2025.

40. Corporate Governance:

41. Details in respect of Adequacy of Internal
Financial Controls with reference to
Financial Statements:

The Company has an Internal Control System,
commensurate with the size, scale and complexity of
its operations. Based on the report of Internal Audit
function, corrective action are undertaken in the
respective areas and thereby strengthening the internal
controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee.

During the year under review, no material or serious
observation has been received from the Auditors
of the Company for inefficiency or inadequacy of
such controls.

42. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Institute of Company Secretaries of India had
revised the Secretarial Standards on Meetings of the
Board of Directors (SS-1) and Secretarial Standards
on General Meetings (SS-2) with effect from October
1, 2017. The Company has devised proper systems
to ensure compliance with its provisions and is in
compliance with the same.

43 ORDER OF COURT:

No orders are passed by the regulators or courts or
Tribunals impacting the going concern status of your
companyâs operation in future.

44. INSIDER TRADING:

The Company has adopted an âInternal Code of Conduct
for Regulating, Monitoring and Reporting of Trades by
Designated Personsâ(âthe Codeâ) in accordance with
the SEBI (Prohibition of Insider Trading) Regulations,
2015 (âPIT Regulationsâ). The Code is applicable to
promoters, member of promoter group, all Directors
and such designated employees who are expected to
have access to unpublished price sensitive information
relating to the Company. The Company Secretary is the
Compliance Officer for monitoring adherence to the
said PIT Regulations. The Company has also formulated
âThe Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information
(UPSI)â in compliance with the PIT Regulations. This
Code is displayed on the Companyâs website, https://
kenindia.in/

45. Affirmations and Disclosures:

a. Details of non-compliance by the Company,
penalties, and strictures imposed on the Company
by Stock Exchanges or SEBI or any statutory
authority, on any matter related to capital markets,
during last three financial years: There are no
instances of non-compliances by the Company
necessitating imposition of penalties, strictures on
the Company by SEBI or any statutory authority,
on any matter related to capital markets.

b. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified
under Regulation32 (7A): Not Applicable.

(Rs. in Lakhs)

Particulars	Object of the issue	Utilized till 31.03.2025	Pending utilization*
Unidentified Acquisitions in India and abroad	625.00	-	625.00
Purchase of New Machinery	453.30	-	453.30
Capital Expenditure for renovation of both manufacturing facilities	376.54	-	376.54
To meet working capital	2,500.00	2,500.00	-
requirements	2,500.00	2,500.00	-
General Corporate Expenses	1,347.89	1,347.89	-
Issue Expenses	524.52	524.52	-
Total	5,827.25	4,372.41	1,454.84

Where the Board had not accepted any recommendation of any committee of the Board which is mandatorily
required, in the relevant financial year: Not Applicable.

46. Disclosure under the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All women
employees (permanent, contractual, temporary
and trainee) are covered under this Policy. Also,
the Company has constituted Internal Complaints
Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

The following is a summary of Sexual Harassment
complaints received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil

c) Pending beyond 90 days

d) Disposed-off during FY 2024-25

e) Pending as on March 31, 2025

47. COMPLIANCE UNDER THE MATERNITY
BENEFIT ACT, 1961

The Company affirms that it has duly complied with
the provisions of the Maternity Benefit Act, 1961 during
the financial year. All eligible employees, if any, were
provided maternity benefits as prescribed under the
Maternity Benefit Act, 1961, and the Company continues
to ensure a supportive work environment for women
employees during and after maternity.

48. Statement pursuant to section 197(12) of
the companies Act, 2013 read with Rule
5 of the Companies (Appointment and
Remuneration of Managerial Personnel)
rules, 2014

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014
is provided in this Report as Annexure VI which forms
part of this Report.

49. Companyâs policy relating to Directorâs
appointment, payment of remuneration and
discharge of their duties:

https://kenindia.in/pdf/Policies/7.%20NRC%20

POLICY(Remuneration-Policy-for-Directors).pdf

50. Details of application/any proceeding
pending under the Insolvency and
Bankruptcy Code, 2016

Neither any application was made nor any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the financial year.

51. Acknowledgement:

The Directors place on record their fathomless
appreciation to employees at all levels for their hard
work, dedication and commitment, which is vital in
achieving the over-all growth of the Company. The
Board places on record its appreciation for the support
and co-operation the Company has been receiving from
its suppliers, distributors, business partners and others
associated with it as its trading partners. The Company
looks upon them as partners in its progress and has
shared with them the rewards of growth. It will be the
Companyâs endeavor to build and nurture strong links
with the trade based on mutuality of benefits, respect
for and co-operation with each other, consistent
with consumer interests. The Directors also take this
opportunity to thank all Shareholders, Clients, Vendors,
Banks, Government and Regulatory Authorities and
Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors
Ken Enterprises Limited

Nikunj Hariprasad Bagdiya Sachin Janardan Mulay

Place: Ichalkaranji Managing Director And Chairman Whole Time Director And CFO

Dated: September 5, 2025 DIN: 00415118 DIN: 03532349

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