KDDL Ltd — AGM Information 2025

Aug 23, 2025

KDDL Limited

Kamla Centre, SCO 88-89, Sector 8-C, Chandigarh - 160 009, INDIA. Tel: +91 172 2548223/24, 2544378/79 Fax: +91 172 2548302, Website:www.kddl.com CIN-L33302HP1981PLC008123

Ref : KDDL/CS/2025-26/31 Date : 23[rd] August, 2025

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National Stock Exchange of India Limited BSE Limited, Exchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra, Dalal Street, Mumbai - 400001 Mumbai - 400 051

Trading Symbol : KDDL

Scrip Code : 532054

Subject: Notice convening 45[th] Annual General Meeting (AGM) of the Company

Dear Sir/ Madam,

Pursuant to regulation 34(1)(a) and all other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please be informed that 45[th] AGM of KDDL Limited will be held on Monday, 15[th] September, 2025 at 03:00 P.M. (IST) through Video Conferencing ('VC')/Other Audio Visual Means ('OAVM'). In this regard, we are appending herewith a copy of notice convening 45[th] AGM of the Company.

The Schedule of 45[th] AGM of the Company is as under :

The Schedule of 45thAGM of the Company is as under :
Event	Day, Date and Time
Cut-off date for determining eligible members for voting on AGM Resolution(s)	Monday, 8thSeptember, 2025
Commencement of remote e-voting	Thursday, 11thSeptember, 2025 at 09:00 A.M. (IST)
End of remote e-voting	Sunday, 14thSeptember, 2025 at 05:00 P.M. (IST)
Annual General Meeting (AGM)	Monday, 15thSeptember, 2025 at 03:00 P.M. (IST)

Kindly take the same on record.

Thanking you, Yours truly

For KDDL Limited

Brahm Prakash Kumar Digitally signed by Brahm Prakash Kumar Date: 2025.08.23 09:43:42 +05'30'

Brahm Prakash Kumar Company Secretary

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NOTICE

KDDL LIMITED

(CIN - L33302HP1981PLC008123) Registered Office: Plot No 3, Sector-III, Parwanoo, Distt. Solan, (H. P) -173220 Email: investor.complaints@kddl.com; Website: www.kddl.com Phone: 0172-2548223/24 & 27, Fax: 0172-2548302

NOTICE is hereby given that 45[th] Annual General Meeting (AGM) of KDDL Limited will be held on Monday, 15[th] September, 2025 at 03:00 p.m. IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

The proceedings of the Annual General Meeting (“AGM”) shall be deemed to be conducted at the Registered Office of the Company at Plot No 3, Sector-III, Parwanoo, District salon, (H.P)-173220 which shall be deemed to be the venue of the AGM.

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company (Standalone as well as consolidated) for the financial year ended 31[st] March, 2025 the reports of the Board of Directors and Auditors thereon.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“ RESOLVED THAT Audited Financial Statements of the Company (Standalone as well as Consolidated) for the financial year ended 31[st] March, 2025 (including the Balance Sheet as at 31[st] March, 2025 and Statement of Profit and Loss and the Cash Flow Statement for the year ended 31[st] March, 2025) along with the Report of the Board and the Auditors’ Report thereon, as circulated to the Members and placed before the Meeting, be and are hereby, received, considered and adopted.”

2. To declare final dividend of Rs. 5 per equity share (50%) for the financial year ended 31[st] March, 2025.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“ RESOLVED THAT payment of Final Dividend of Rs. 5 (Rs. Five only) per equity share (50%) of Rs. 10/- each, absorbing Rs 6,14,96,400/- (Rs. Six Crores Fourteen Lacs Ninety Six Thousands Four Hundred only) out of current year’s profit be and is hereby declared and the same be paid as recommended by Board of Directors, to those Equity shareholders whose names appear on the Register of Members of the Company as on Tuesday, 9[th] September, 2025 being book closure date.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company and/or Mr. Sanjeev Kumar Masown, Whole Time Director-cum- Chief Financial Officer or Mr. Brahm Prakash Kumar, Company Secretary be and are hereby severally

authorized to do all such acts, deeds, things and take all such steps as may be considered necessary, proper or expedient to give effect to this Resolution.”

3. To re-appoint Mrs. Anuradha Saboo (DIN: 01812641) who retires by rotation at this Annual General Meeting and, being eligible, offers herself for re-appointment.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mrs. Anuradha Saboo (DIN: 01812641), Director of the Company, who retires by rotation in terms of provisions of Section 152 of the Companies Act, 2013 or other applicable provisions, if any, read with Articles of Association of the Company and being eligible offers herself for reappointment, be and is hereby, reappointed as Director of the Company, liable to retire by rotation.”

SPECIAL BUSINESS:

4. Approval for Incentive Payout to Mr. Yashovardhan Saboo (DIN – 00012158), Chairman and Managing Director of the Company for the financial year 2024-25.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

• “ RESOLVED THAT pursuant to the provisions of Section 197 and all other applicable provisions of the Companies Act, 2013 and rules framed thereunder read with Schedule V of the Companies Act, 2013 (“the Act”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), all other applicable laws including any statutory amendment(s), modification(s), variation(s) or reenactment(s) thereof, for the time being in force), pursuant to the recommendations of the Nomination & Remuneration Committee, Audit Committee and Board of Directors and subject to all necessary statutory approvals/permissions, if any, and such conditions and modifications as may be prescribed by the approving/ consenting authority(ies) while granting such approvals/ permissions, consent of the Members of the Company be and is hereby accorded for one time Incentive Payout of Rs. 43.12 Lacs (Rs. Forty Three Lacs and Twelve Thousands only) which is over and above the total amount of remuneration as approved by the Shareholders of the Company, to Mr. Yashovardhan Saboo (DIN: 00012158),

42

Annual Report 2024-25

Notice

Financial Statements

Corporate Overview

Statutory Reports

NOTICE (Contd.)

Chairman and Managing Director of the Company for the financial year ended 31[st] March, 2025, upon such terms and conditions which may be decided, altered, modified by the Board of Directors (including its committee thereof) of the Company in accordance with all applicable provisions of laws and in the best interest of the Company.”

“ RESOLVED FURTHER THAT the Board of Directors (including its committee thereof) of the Company be and is hereby authorised to settle any question, difficulty or doubt that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things and take all such steps (including filing of necessary forms and submitting intimation with all concerned regulatory authorities) as may be necessary, proper or expedient in this regard.”

5. Approval for Incentive Payout to Mr. Sanjeev Kumar Masown (DIN – 03542390), Whole time Director cum Chief Financial Officer for the financial year 2024-25.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 197 and all other applicable provisions of the Companies Act, 2013 and rules framed thereunder read with Schedule V of the Companies Act, 2013 (“the Act”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), all other applicable laws (including any statutory amendment(s), modification(s), variation(s) or re- enactment(s) thereof, for the time being in force), pursuant to the recommendations of the Nomination & Remuneration Committee, Audit Committee and Board of Directors and subject to all necessary statutory approvals/ permissions, if any, and such conditions and modifications as may be prescribed by the approving/consenting authority(ies) while granting such approvals/permissions, consent of the Members of the Company be and is hereby accorded for one time Incentive Payout of Rs. 33.06 Lacs (Rs. Thirty Three Lacs and Six Thousands only) which is over and above the total amount of remuneration as approved by the Shareholders of the Company, to Mr. Sanjeev Kumar Masown (DIN – 03542390), Whole time Director cum Chief Financial Officer for the financial year ended 31[st] March, 2025 , upon such terms and conditions which may be decided, altered, modified by the Board of Directors (including its committee thereof) of the Company in accordance with all applicable provisions of laws and in the best interest of the Company.”

“ RESOLVED FURTHER THAT the Board of Directors (including its committee thereof) of the Company be and is hereby authorised to settle any question, difficulty or doubt that may arise in giving effect to this resolution and to do all such acts,

deeds, matters and things and take all such steps (including filing of necessary forms and submitting intimation with all concerned regulatory authorities) as may be necessary, proper or expedient in this regard.”

6. Authorisation for borrowings by way of Unsecured Fixed Deposits from the Shareholders of the Company.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary : Resolution

“ RESOLVED THAT in accordance with the provisions of Section 73 and other applicable provisions, if any, of the Companies Act, 2013 (“the act”) and the rules made there under (including any statutory modification (s) thereof for the time being in force), approval of the Shareholders of the Company, be and is hereby accorded to the Board of Directors of the Company to borrow money(s) from its shareholders by way of Unsecured Fixed Deposits subject to compliance of all the conditions and maximum limits as stated under Section 73 of the act or any other applicable provisions of the act read with rules made thereunder.”

“ RESOLVED FURTHER THAT the Deposits accepted by the Company, may be cumulative or non-cumulative as per the scheme framed by the Company and carrying such rates of interest specified in the Circular to be specifically approved by the Board of Directors of the Company.”

“ RESOLVED FURTHER THAT the Board of Directors, be and is hereby, specifically authorised to do all such acts, deeds and things as may be necessary to give effect to the above resolution and to settle any question, difficulty or doubt that may arise in this regard.”

7. Ratification of Remuneration to Cost Auditor for the financial year 2025-26.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) the remuneration payable to M/s Khushwinder Kumar & Co., Cost Accountants (FRN: 100123) appointed by the Board of Directors of the Company, to conduct the audit of cost records pertaining to electricals or electronic products and tools of the Company for the financial year 2025-26 amounting up to Rs. 1 Lac (Rs. One Lac only) plus GST & out of pocket expenses incurred in connection with the audit, be and is hereby ratified and confirmed.”

43 KDDL Limited

NOTICE (Contd.)

“ RESOLVED FURTHER THAT the Board of Directors (including its committee thereof) of the Company be and is hereby authorised to settle any question, difficulty or doubt that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things and take all such steps (including filing of necessary forms and submitting intimation with all concerned regulatory authorities) as may be necessary, proper or expedient to give effect to this resolution.”

8. Appointment of Secretarial Auditors

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 204 and all other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (including any statutory modification or reenactment thereof for the time being in force) and Regulation 24A of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations’), as amended from time to time, M/s. A. Arora & Co., Practicing Company Secretaries, a proprietary firm with Mr. Ajay K. Arora (ICSI Membership No.: FCS 2191 and CP No.: 993) being its proprietor be and is hereby appointed as the Secretarial Auditors of the Company for a term of five consecutive years, i.e. from the conclusion of this 45[th] Annual General Meeting

(‘AGM’) of the Company till the conclusion of the 50[th] AGM to be held in the year 2030, to carry out the Secretarial Audit from financial year 2025-2026 to financial year 2029-2030, at such remuneration to be determined by the Board of Directors of the Company (including its Committee thereof)”.

“ RESOLVED FURTHER THAT the Board of Directors (including its committee thereof) of the Company be and is hereby authorized to settle any question, difficulty or doubt that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things and take all such steps (including filing of necessary forms and submitting intimation with all concerned regulatory authorities) as may be necessary, proper or expedient in this regard.”

For and on behalf of the Board of Directors

Brahm Prakash Kumar

Date: 14[th] August, 2025 Company Secretary Place: Gurugram Membership no.: F7519

KDDL Limited

CIN – L33302HP1981PLC008123 Registered office – Plot no. 3, Sector III, Parwanoo -173 220, Himachal Pradesh Corporate office – S.C.O. 88-89, Sector 8 C Madhya Marg, Chandigarh 160 007 Website – www.kddl.com E-mail – investor.complaints@kddl.com

44 Annual Report 2024-25

Notice

Financial Statements

Corporate Overview

Statutory Reports

NOTICE (Contd.)

NOTES:

1. The Ministry of Corporate Affairs vide its General Circular No(s) 14/2020 dated 8 April 2020, 17/2020 dated 13 April 2020, 20/2020 dated 5 May 2020 and 09/2024 dated 19 September 2024 (‘MCA Circulars’), has allowed the Companies to conduct their Annual General Meetings through VC/OAVM upto 30 September 2025.

2. Pursuant to provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) read with the MCA Circulars, 45[th] AGM of the Company is being conducted through VC/OAVM without the physical presence of the Members at a common venue.

3. The Registered Office of the Company shall be deemed venue of 45[th] AGM of the Company.

4. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts concerning the business under Item Nos. 4 to 8 of the Notice, is annexed hereto.

5. In accordance with the MCA Circulars and Regulation 44 of the SEBI Listing Regulations, 2015, since the Meeting is being held through VC/OAVM, there is no requirement of appointment of proxies under Section 105 of the Act. Hence, Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.

6. In compliance with the aforesaid MCA Circulars, Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company or CDSL / NSDL (“Depositories”). Members may note that the Notice and Annual Report 2024-25 will also be available on the Company’s website www.kddl.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL www.evoting.nsdl.com

7. Pursuant to MCA Circulars and SEBI Circular SEBI/HO/CFD/ CFD-PoD-2/P/CIR/2024/133 dated 3 October 2024 (‘SEBI Circular’), the Notice of the 45[th] AGM and the Annual Report for FY 2024-25 are being sent via Email to the Members whose Email Ids are registered with the Company or Depository Participants (DPs).

8. In compliance with Regulation 36(1)(b) of the SEBI Listing Regulations, 2015, the Company is also dispatching a letter containing the web-link and exact path to access the full Annual Report available on the Company’s website to those Members who have not registered their Email Ids.

9. Members who wish to obtain a physical copy of the Notice of the 45[th] AGM and the Annual Report for FY 2024-25 may

send a request by mentioning their Folio No./DP Id and Client Id to the Company at investor.complaints@kddl.com.

1. The Register of Members and the Share Transfer books of the Company will remain closed from Tuesday, 9[th] September, 2025 to Monday, 15[th] September, 2025 (both days inclusive) for the purpose of 45[th] Annual General Meeting (AGM) of the Company and payment of dividend.

2. Members holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrars cannot act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the Members. Members holding shares in physical form and are desirous of either registering bank particulars or changing bank particulars already registered against their respective folios for payment of dividend are requested to write to the Company/RTA.

3. In accordance with Regulation 40 of the SEBI (LODR) Regulations, 2015, as amended, all requests for transfer of securities shall be processed only if the securities are held in dematerialized form. Therefore, Members holding shares of the Company in physical form are requested to kindly get their shares dematerialized in case they wish to transfer their shares since physical transfer/issuance of equity shares has been disallowed by SEBI. Members can contact Company’s RTA at investor@masserv.com for assistance in this regard. Members may please note that SEBI vide its Circular No. SEBI/ HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the Listed Companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal/ Exchange of securities certificate; Endorsement; Sub-division/ Splitting of securities certificate; Consolidation of securities certificates/ folios; Transmission and Transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which can be downloaded from the website of RTA of the Company at https://www.masserv.com/downloads.asp.

4. In accordance with the provisions of Section 124 of the Companies Act, 2013 and rules made their under, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government. In terms of the provisions of Investor Education and Protection Fund

45 KDDL Limited

NOTICE (Contd.)

Authority (Accounting, Audit, Transfer & Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amount lying with the Company on its website.

1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc for shares held in electronic form to their Depository Participants (DPs) and for shares held in physical form to the Company/ Registrar and Transfer Agents (RTA) in prescribed Form ISR-1, Form ISR-2 and Form ISR-3 (as applicable) the format of which can be downloaded from the website of RTA of the Company at https://www.masserv. com/downloads.asp.

2. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/ RTA.

3. As required under regulations 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the relevant details of Director retiring by rotation and seeking re-appointment at the ensuing AGM are furnished as annexure A to this notice of AGM.

4. As per the provisions of Section 72 of the Companies Act, 2013, the facility for making nominations is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a member desires to cancel the earlier nomination and record fresh nomination, he/ she may submit the same in Form ISR3 or Form SH-14. The said form can be downloaded from the website of RTA of the Company at https://www.masserv. com/downloads.asp.

5. Members are requested to submit the said form to their Depository Participant in case the shares are held in dematerialized form and to the Company’s RTA at investor@ masserv.com in case the shares are held in physical form.

6. Dividend income on equity shares is taxable in the hands of shareholders, and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates in accordance with the provisions of the Income Tax Act, 1961 (“IT Act”) read with amendments thereof. The shareholders are requested to update their PAN with the

Company/Registrar & Transfer Agents viz. M/s MAS Services Limited (“RTA”) (in case of shares held in physical form) and with the Depositories/Depository Participants (“DPs”) (in case of shares held in demat form).

1. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

2. The Register of Directors and Key Managerial Personnel and their shareholding, the Register of Contracts or Arrangements in which the Directors are interested and all other documents referred to in the accompanying Notice will be available for inspection by the Members. Members seeking to inspect such documents physically can inspect at the registered office of the Company on all working days, except Saturdays and Sundays, between 11.00 a.m. to 1.00 p.m. up to the last date of remote e-voting. The Members are requested to send a request through e-mail on investor.complaints@kddl.com with folio no. or DP/ Client Id at least three working days in advance.

3. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www. iepf.gov.in.

4. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, DP ID and Client ID/ folio no. mobile number along with their queries at investor. complaints@kddl.com at least 7 working days before the date of AGM. Those Members who have registered themselves as a speaker will be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

19. Remote E-voting:

• (a) In compliance with the provisions of Sections 108 and 110 of the Act, read with the Companies (Management and Administration) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and

46 Annual Report 2024-25

Notice

Financial Statements

Corporate Overview

Statutory Reports

NOTICE (Contd.)

Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company is pleased to offer E-voting facility to its Members, to enable them to cast their votes electronically. The Company has appointed National Securities Depository Limited (NSDL) i.e. www. evoting.nsdl.com for facilitating e-voting to enable the members to cast their votes electronically (hereinafter referred to as the “Remote e-voting”).

• (b) The voting period begins on Thursday, 11[th] September, 2025 at 09.00 A.M (IST) and ends on Sunday, 14[th] September, 2025 at 5:00 p.m. (IST). During this period,

members of the Company holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e., Monday, 8[th] September, 2025 (cut-off date) may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

• (c) The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Monday, 8[th] September, 2025 being the cut-off date fixed for the purpose.

• (d) The procedure for remote e-voting is as under:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

• A) Login method for e-Voting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method Individual Shareholders holding securities in demat 1. For OTP based login you can click on https://eservices.nsdl.com/ mode with NSDL. SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp

47 KDDL Limited

NOTICE (Contd.)

Type of shareholders	Login Method
	4. Visit the e-Votng website of NSDL. Open web browser by typing the following URL: htps://www.evotng.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Votng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ secton. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcaton Code as shown on the screen. Afer successful authentcaton, you will be redirected to NSDL Depository site wherein you can see e-Votng page. Click on company name ore-Votng service provider i.e. NSDLand you will be redirected to e-Votng website of NSDL for castng your vote during the remote e-Votng period. 5. Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentoned below for seamless votng experience.
Individual Shareholders holding securites in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existng user id and password. Opton will be made available to reach e-Votng page without any further authentcaton. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia. com and click on login icon & New System Myeasi Tab and then user your existng my easi username & password. 2. Afer successful login the Easi / Easiest user will be able to see the e-Votng opton for eligible companies where the evotng is in progress as per the informaton provided by company. On clicking the evotng opton, the user will be able to see e-Votng page of the e-Votng service provider for castng your vote during the remote e-Votng period. Additonally, there is also links provided to access the system of all e-Votng Service Providers, so that the user can visit the e-Votng service providers’ website directly. 3. If the user is not registered for Easi/Easiest, opton to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registraton opton. 4. Alternatvely, the user can directly access e-Votng page by providing Demat Account Number and PAN No. from a e-Votng link available on www.cdslindia.com home page. The system will authentcate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. Afer successful authentcaton, user will be able to see the e-Votng opton where the evotng is in progress and also able to directly access the system of all e-Votng Service Providers.
Individual Shareholders (holding securites in demat mode) login through their depository partcipants	You can also login using the login credentals of your demat account through your Depository Partcipant registered with NSDL/CDSL for e-Votng facility. upon logging in, you will be able to see e-Votng opton. Click on e-Votng opton, you will be redirected to NSDL/CDSL Depository site afer successful authentcaton, wherein you can see e-Votng feature. Click on company name or e-Votng service provider i.e. NSDL and you will be redirected to e-Votng website of NSDL for castng your vote during the remote e-Votng period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

48 Annual Report 2024-25

Notice

Financial Statements

Corporate Overview

Statutory Reports

NOTICE (Contd.)

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Depository i.e. NSDL and CDSL.
Login type	Helpdesk details
Individual Shareholders holding securites in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evotng@nsdl.com or call at 022 - 4886 7000.
Individual Shareholders holding securites in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evotng@cdslindia.com or contact at toll free no. 1800-21-09911.

• B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below:

Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL b) For Members who hold shares in demat account with CDSL. c) For Members holding shares in Physical Form.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. 16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12** EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001**

49 KDDL Limited

NOTICE (Contd.)

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.

50 Annual Report 2024-25

Notice

Financial Statements

Corporate Overview

Statutory Reports

NOTICE (Contd.)

com or call on: 022 - 4886 7000 or send a request to Mr. Amit Vishal, Deputy Vice President at evoting@nsdl.com

Process for those shareholders whose email ids are

not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investor@masserv.com or investor. complaints@kddl.com

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investor@masserv.com or investor.complaints@ kddl.com If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e.Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.infor procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not

barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

2. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH

VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at investor.complaints@kddl.com . The same will be replied by the company suitably.

51 KDDL Limited

NOTICE (Contd.)

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4 & 5

The Nomination & Remuneration Committee (NRC) of the Board of Directors of the Company at its meeting held on 28[th] July, 2022 had approved a policy and guidelines for the additional incentive payout for the distribution of excess operational profit compared to the financial budget and previous year actual profit with all eligible employees (above manager level) including Executive Directors of the Company. The main spirit and objective of the policy is to share fixed percentage of the excess profits to reward and motivate the employees for their contribution, efforts and hard work leading to higher and better performance.

As per the policy approved by NRC, this additional incentive is to be paid to all eligible employees in managerial and leadership grades in proportion to their variable incentive linked to respective business segments and company actual financial performance vis-a-vis budget and previous financial year.

Further, the Shareholders vide Special Resolution passed through Postal Ballot dated 15[th] June, 2023 re-appointed Mr. Yashovardhan Saboo and approved his remuneration for a period of three financial years w.e.f 1[st] April 2023 till 31[st] March 2026. Also, the Shareholders vide Special Resolution passed through Postal Ballot dated 12[th] August 2024 re-appointed Mr. Sanjeev Kumar Masown as Whole time Director (with functional designation of Chief Financial Officer) of the Company and approved his remuneration for a period of three financial years w.e.f 31[st] May 2024 till 30[th] May 2027.

As per these guidelines, the excess operational profit is already distributed to all eligible employees (except Executive Directors) covered under the scheme as one-time payment. However, the additional incentive payout to Mr. Yashovardhan Saboo and Mr. Sanjeev Kumar Masown is still not paid due to the maximum limit of remuneration already approved by the Shareholders.

During the previous financial year ended 31[st] March 2025, Company’s performance in some business segments was significantly higher (by Rs. 19.88 Crores) compared to the actual performance of 2023-24 and also higher than the financials budgets (by Rs. 22.87 Crores) for 2024-25.

Accordingly, the Board of Directors of the Company, pursuant to the recommendations of Nomination and Remuneration Committee

(NRC) and Audit Committee, at its meeting held on 19[th] May, 2025 and subject to the approval of Shareholders, recommended one time Incentive Payout for Mr. Yashovardhan Saboo and Mr. Sanjeev Kumar Masown which is applicable to all managerial staff.

The proposed incentive payout (as detailed above) for the year ended 31[st] March 2025, duly recommended by the Board of Directors pursuant to the recommendations of Nomination and Remuneration Committee and Audit Committee, at its meeting held on 19[th] May 2025 is over and above the limits already approved by the Shareholders, payment of which requires Shareholders’ approval and the same is being sought now in ensuing Annual General Meeting of the Company by way of Special Resolution, in accordance with the provisions of Section 197, Schedule V and all other applicable provisions of the Companies Act, 2013 and Listing Regulations.

Details of proposed incentive amount for the year ended 31[st] , 2025 are given below:

Detai 2025	ls of proposed incentve amount for t are given below:	he year ended 31st,
Sr. No	Name & Designaton	Incentve Amount for the fnancial year ended 31st March 2025 (Rs. in Lacs) for approval of the Shareholders
1 2	Mr. Yashovardhan Saboo – Chairman & Managing Director Mr. Sanjeev Kumar Masown – Whole tme Director cum CFO	43.12 33.06

The following additional information as required under Part II Section II of Schedule V of the Companies Act, 2013 is being furnished hereunder:

I. GENERAL INFORMATION:

1) Nature of Industry:

The Company is in the business of manufacturing of watch components (watch dials and watch hands), precision engineering components and press tools.

2) Date or expected date of commencement of commercial production:

6[th] February 1981

• 3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus:

Not Applicable

52 Annual Report 2024-25

Notice

Statutory Reports Financial Statements

Corporate Overview

NOTICE (Contd.)

4) Financial performance based on given indicators:

Financial performance based on given indicators:	Financial performance based on given indicators:
Amount (Rs. in Lacs)
Standalone
Partcular 2024-25 2023-24	2022-23
Total Income 38,363.45 55,369.61 Proft/ (Loss) before tax 5,879.85 25,401.03 Proft/(Loss)afer tax 4,923.47 22,004.96	36,361.02 8,923.79 6,923.13

5) Foreign investments or Collaborators, if any

The Company does not have any foreign collaborations as on the date of this Notice. As on 31, 2025, the Company has investments in the following overseas hundred percent (100%) subsidiaries as detailed below:

Sr. No.	Name of the Company	Amount (Rs. in Lacs)
1 2	Pylania SA, Switzerland Kamla Internatonal Holdings SA,Switzerland	2,259.40 1,944.36

II. INFORMATION ABOUT THE APPOINTEE:

(1) Background details (a) Mr. Yashovardhan Saboo: He read Economics (Hons) at St. Stephen’s Delhi University followed by the MBA program at IIM Ahmedabad. He founded Kamla Dials and Devices Limited (now KDDL LIMITED) in 1983 and has served as Managing Director of the Company since then. In 1993, he set up a specialist paint business, SBL Coatings. In 2003, he set up ETHOS LIMITED. In 2006, he set up the Precision Stamping, EIGEN ENGINEERING, at Bangalore.

He was the Founder and President of AIFHI (All India Federation of Horological Industries). He has been in leadership roles in PHDCCI and CII. He served as President of Swiss India Chambers of Commerce (North) and is a member of the GPHG (Grand Prix d’Horlogerie de Genève) Academy. He has served as a member of the jury for the GPHG Awards held at Geneva, Switzerland.

• (b) Mr. Sanjeev Kumar Masown: Mr. Masown has been our Executive Director since 2016 in addition to his role as Chief Financial Officer (CFO) since 2011. He is a qualified CMA, a Fellow of the Institute of Cost Accountants of India, and holds a post graduate degree in commerce along with a Six Sigma Green Belt certfcaton.

53 KDDL Limited

NOTICE (Contd.)

Past remuneraton (last 3 fnancial years)	Mr. Yashovardhan Saboo: Details of remuneraton drawn from KDDL Limited: 2024-25: Rs. 518.82 Lacs 2023-24: Rs. 609.97 Lacs 2022-23: Rs. 320.88 Lacs Excluding one tme value creaton award of Rs. 1,900 Lacs Details of remuneraton drawn from Ethos Limited: 2024 -25: Rs. 250.69 Lacs 2023-24: Rs. 192.84 Lacs 2022-23: Rs. 5.33 Lacs
	Mr. Sanjeev Kumar Masown: Details of remuneraton drawn from KDDL Limited: 2024-25: Rs. 301.56 Lacs 2023-24: Rs. 263.86 Lacs 2022-23: Rs. 154.28 Lacs
(3) Recogniton or awards	Mr. Yashovardhan Saboo: • Chairman- CII Chandigarh, 2002 • Founder Member YTTS, an NGO involved with running various school programmes for underprivileged youth. • Actvely associated in organisatons as Rotary Club Chandigarh, AIESEC, Spic Macay. • Udyog Ratna Award from PHDCCI in 2005 (For valuable contributon to economical development of Himachal Pradesh)
(4) Job profle and his suitability; Comparatve remuneraton profle with respect to industry, size of the Company, profle of the positon and person (in case of expatriates the relevant details would be with respect to the country of his origin)	Mr. Yashovardhan Saboo Our Company benefts greatly from an experienced management team with deep industry know-how and knowledge. The management team is led by Mr. Yashovardhan Saboo, our Chairman & Managing Director. Mr. Saboo has rich experience of handling various areas of business and is well known in the industry. His respectve skill sets and experience place him in a correspondingly equal positon at major diversifed Companies in India. Mr. Sanjeev Kumar Masown He brings over 31 years of experience and understanding of the industry and exposure to various felds and areas relevant for the Company. His expertse and strong background in fnancial planning and strategies, reportng, fund raising, banking, fnancial restructuring, mergers, acquisitons, taxaton, compliances, fund management, automaton, risk management, commercial areas, etc. brings added advantage to company. He is directly leading our strategic and fast-growing precision engineering business segment “Eigen”. His leadership qualites, business acumen, strong commercial background, relatonship management, out of box thinking, people centric approach and strategic initatves are actng as catalyst in the growth and development of the Company and enhancing value for the shareholders.
(5) Remuneratonproposed	Details forms apart of ExplanatoryStatement
(6) Pecuniary relatonship directly or indirectly with the Company, or relatonship with the managerial personnel [or other director], if any	Mr. Yashovardhan Saboo (a) Mr. Yashovardhan Saboo is also a Promoter of the Company and is holding 22,02,173 equity shares (i.e. 17.90 % of the paid up capital) in the Company. (b) Fixed Deposits of Rs. 8.30 Crores (directly and indirectly). (c) Mr. Yashovardhan Saboo is a brother of Mr. Jai Vardhan Saboo and husband of Mrs. Anuradha Saboo, Non- Executve Directors of the Company. (d) Mr. Sanjeev Kumar Masown Fixed Deposits of Rs. 2.45 Crores (directly and indirectly)

54 Annual Report 2024-25

Notice

Financial Statements

Corporate Overview

Statutory Reports

NOTICE (Contd.)

III. INFORMATION

1) Reasons for inadequate

During the financial year ended 31[st] March 2025, the Company has reported profits. The provisions of section 197 of the Companies Act, 2013 puts a cap for the payment of remuneration to Executive and Non- Executive Directors. The total remuneration payable to Executive Directors will exceed the limits as mentioned in the section 197 of the Companies Act, 2013. Hence, in accordance with the provisions of Section 197 read with schedule V thereof, approval of the Shareholders is being sought by way of the Special Resolution set out in this notice.

2) Steps taken or proposed to be taken for improvement:

The performance of the Company during the year was healthy in a challenging market environment and the Company achieved new milestones and records in precision engineering business segment and the Company has also commenced commercial production of watch bracelets. We are witnessing a healthy demand both from domestic and exports markets and expect this trend to continue in the coming quarters for the precision engineering business. The Company has initiated various steps for enhancing revenue and market share by better communication, digital marketing and social media. The response and feedback from the customers have been encouraging and we plan to continue these initiatives with high rigor and enthusiasm. The Company continues to focus on improving efficiency, productivity, turn – around time and upgrading the product offering and range by continuous enhancement of employee’s skills. The Company continues to focus on the cost optimisation for improving the profitability of the Company. We strongly believe that the profitability of the Company will be remain healthier and stronger.

3) Expected increase in productivity and profits in measurable terms:

The financial performance of the Company continues to be on healthy growth trajectory. The financial position, liquidity and other important parameters of profitability, gearing and growth are satisfactory and better compared to other similar type of manufacturing industries. The steps and initiatives undertaken by the Company for its business stream is likely to result in healthy growth of revenue and profitability in the coming years.

None of the Directors and Key Managerial Personnel or their relatives except Mr. Yashovardhan Saboo and Mr. Sanjeev Kumar Masown, are either concerned or interested in the resolution.

The Board recommends the Resolution set out at item no. 4 & 5 for approval of the Members by way of Special Resolution.

ITEM NO. 6

Section 73(2) of the Companies Act, 2013 (“the Act”) makes it mandatory for the Company to obtain approval of General Meeting before accepting any borrowing from the shareholder by way of Fixed Deposits. As the conditions and maximum limits for accepting deposits from the Shareholders have been laid down in the Companies (Acceptance of Deposits) Rules, 2014 (“the rules”) so approval of the shareholders is required for accepting deposits after complying with all the conditions as stated in Section 73(2) of the Act and within the limits prescribed under the rules.

The Deposits accepted by the Company may carry such rates of interest specified in the Circular to be specifically approved by the Board of Directors of the Company subsequent to the approval of the shareholders.

In view of above, approval of shareholders is sought by way of an Ordinary Resolution under Section 73(2) and other applicable provisions of the act as set out at item No. 6 of the notice.

None of the Directors and Key Managerial Personnel or their relatives are in any way, concerned or interested in the resolution set out at item no. 6 of the notice.

The Board recommends the Resolution set out at item no. 6 of the notice for the approval of the members as an Ordinary Resolution.

ITEM NO. 7

The Board of Directors at its meeting held on 14[th] August, 2025 upon the recommendations of the Audit Committee, approved the appointment of M/s Khushwinder Kumar & Co., Cost Accountants (Registration No.100123) as the Cost Auditor of the Company to conduct the audit of cost records of the Company pertaining to Electricals or electronic products and tools for financial year commencing from 1[st] April 2025 to 31[st] March 2026 at a remuneration of up to Rs. 1,00,000/- (Rs. One Lac only) plus GST & out-of pocket expenses on actual basis.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, (as amended from time to time) the remuneration as mentioned above, payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, the Members are requested to ratify the remuneration payable to the Cost Auditors for the financial year ending 31[st] March 2026 as set out in the Ordinary Resolution for the aforesaid services to be rendered by them.

55 KDDL Limited

NOTICE (Contd.)

None of the Directors and Key Managerial Personnel or their relatives are in any way, concerned or interested in the resolution set out at item no. 7 of the notice.

The Board recommends the Resolution set out at item no. 9 of the notice for the approval of the members as an Ordinary Resolution.

ITEM No. 8

Pursuant to Regulation 24A of the SEBI Listing Regulations, 2015 as amended vide SEBI Notification dated 12[th] December 2024, every Listed Entity is required to appoint or re-appoint a peer-reviewed Practicing Company Secretary for not more than 1 (one) term of 5 (five) consecutive years or a peerreviewed firm of Practicing Company Secretaries for not more than 2 (two) terms of 5 (five) consecutive years, as the Secretarial Auditors of the Company with the approval of its Members in the Annual General Meeting (‘AGM’) of the Company.

Further, pursuant to Regulation 24A (1C) of the SEBI Listing Regulations, 2015, any association of the individual or firm as Secretarial Auditor of the Company before 31[st] March 2025 shall not be considered for the purpose of calculation of their aforementioned term.

Accordingly, the Board of Directors at its meeting held on 14[th] August, 2025, approved and recommended to the Shareholders of the Company for their approval, the appointment of M/s A. Arora & Co., Company Secretaries, Chandigarh, a proprietary firm with Mr. Ajay K. Arora (ICSI Membership No.: FCS 2191 and CP No.: 993) being its proprietor, as Secretarial Auditors of the Company for a term of 5 (Five) consecutive Years i.e. from the conclusion of forthcoming this 45[th] Annual General Meeting (‘AGM’) of the Company till the conclusion of the 50[th] AGM to be held in the year 2030 (‘the term’), to carry out the Secretarial Audit from financial year 2025-2026 to financial year 2029-2030.

The Company has received consent letter and eligibility certificate from M/s A. Arora & Co. to act as Secretarial Auditor of the Company along with confirmation that, they have subjected themselves to the peer review process of the Institute of Company Secretaries of India and hold a valid peer review certificate, that they are not disqualified from being appointed as Secretarial Auditor and that they have no conflict of interest.

Brief profile of M/s A. Arora & Co., Company Secretaries is as under:

M/s A. Arora & Co., Company Secretaries, Chandigarh, a proprietary firm (‘Secretarial Audit Firm’), is a reputed firm of Company Secretaries in Practice specialised in Secretarial Audit and other corporate law matters. The Firm has an experience of more than 30 years in providing various corporate law services and also holds a valid Peer Review Certificate (2120/2022 valid upto 31.05.2027).

The Board, after due consideration of experience and credentials of M/s A. Arora & Co., was of view that they possess the requisite qualification and are eligible to be appointed as Secretarial Auditors of the Company.

The Board of Directors, upon the recommendations of the Audit Committee, fixed the remuneration payable for the financial year 2025-26 at Rs. 1,10,000/- (Rupees One Lakh Ten Thousand only), plus reimbursement of out-of-pocket expenses incurred in connection with the audit, along with applicable taxes. The aforesaid remuneration shall be subject to an annual increase of 5% (five percent) in each subsequent financial year.

None of the Directors and Key Managerial Personnel or their relatives are in any way, concerned or interested in the resolution set out at item no. 8 of the notice.

The Board recommends the Resolution set out at item no. 8 of the notice for the approval of the members as an Ordinary Resolution.

For and on behalf of the Board of Directors

Brahm Prakash Kumar Date: 14[th] August, 2025 Company Secretary Place: Gurugram Membership no.: F7519

KDDL Limited

CIN – L33302HP1981PLC008123 Registered office – Plot no. 3, Sector III, Parwanoo -173 220, Himachal Pradesh Corporate office – S.C.O. 88-89, Sector 8 C Madhya Marg, Chandigarh 160 007 Website – www.kddl.com E-mail – investor.complaints@kddl.com

56 Annual Report 2024-25

Notice

Financial Statements

Corporate Overview Statutory Reports

ANNEXURE A

Additional Information of Director seeking Re-appointment at the 45[th] Annual General Meeting [Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] and (SS - 2 Secretarial Standards on General Meetings)

Name of the Director	Mrs. Anuradha Saboo(DIN: 01812641)
Date of Birth	30thNovember 1961
Date of frst appointment on the Board	12thAugust 2023 as an Additonal Director
Date of re-appointment	NA
Brief Resume, Expertse in specifc functonal areas	Mrs. Anuradha Saboo is a graduate with a Bachelor’s degree in Science from Bombay University. For several years, she headed the Packaging Division of KDDL LIMITED; during this tenure, she enrolled several export customers. Thereafer, when the ETHOS retail chain was established under KDDL, her responsibilites changed to take charge of the functons of marketng, training, and customer experience at ETHOS, which she managed for several years. She has excellent insight into the world of luxury and Swiss watches. She has a working knowledge of both French and German languages, which has been very useful in the business of the company. She has contnued to guide the TARATEC team for organising and implementng internatonal events and functons for exportpartners in Switzerland and Europe.
Qualifcaton	Bachelor’s degree in Science
No. Board Meetngs atended in fnancial year 2024-25	6
Directorship held in other Public companies (excluding foreign Company and secton 8 Company)	Nil
Membership/ Chairmanship of Commitees of other Public companies (includes only Audit Commitee and Stakeholders’ RelatonshipCommitee)	Nil
Number of shares held in the Company	12,61,368 equityshares
Relatonships with other Directors/KMP	She is the wife of Mr. Yashovardhan Saboo, Chairman & Managing Director and the sister-in-law of Mr. Jai Vardhan Saboo,Non-Executve Director of the Company.
Listed enttes from which the person has resigned in thepast threeyears	NA
Remuneraton last drawn in the fnancial year 2024-25	Rs. 3,00,000 (Sitng Fees)

57 KDDL Limited