General Updates

KPL/2026-27/BSE KOTHARI 07/09/2026 PRODUCTS LIMITED Bombay Stock Exchange Ltd. National Stock Exchange of India Ltd. 1St floor New Trading Ring Exchange Plaza, 5'h floor Rotunda Building Plot No., C/1 G Block P.J.Towers Bandra Kurla Complex Dalal Street, Fort Bandra (E) MUMBAI - 400 001 MUMBAI - 400 051 Scrip Code : 530299 Scrip Code : KOTHARIPRO Dear Sir, Sub : Notice of Forty Second Annual General Meeting and Intimation of remote E-voting facility Pursuant to Regulation 30 read with Paragraph A of Part A of schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Notice calling the Forty Second Annual General Meeting of the members of the Company on Wednesay, the 30th September, 2026 at 11.30 A.M., containing the businesses to be transacted thereat, is attached herewith alongwith the Annual Report for the Financial Year 2025-26. The aforesaid documents are being mailed to the members of the Company. Further, as per section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing to its members the facility of "remote e-voting" to cast their votes by electronic means on all resolutions set forth in the aforesaid Notice. The instructions for e-voting are mentioned in the said Notice. This is for your record and doing the needful. Kindly acknowledge receipt. Thanking you, Yours faithfully for KOTHARI PRODUCTS LTD. (RA UMAR GUPTA) CS & COMPLIANCE OFFICER FCS - 3281 Encl : As above Regd. Off.: "Pan Parag House", 24/19, The Mall, Kanpur - 208 001 (INDIA) Phone : +91 512 2312171-72-73-74 • r mrouKothariproducts.in eimilirIMIRMIsupummisa* CIN No. - L 16008 UP 1983 PLC 006254 CONTENTS Board of Directors 2 Founder Chairman 3 Chairman's Letter to Shareowners 4-5 Notice 6-13 Directors' Report 14-29 Corporate Governance Report 30-45 STANDALONE STATEMENTS: Auditors' Report 46-54 Balance Sheet 55 Statement of Profit & Loss 56 Statement of Changes in Equity 57 Cash Flow Statement 58-59 Notes to Financial Statements 60-91 CONSOLIDATED STATEMENTS: Auditors' Report 92-98 Balance Sheet 99 Statement of Profit & Loss 100 Statement of Changes in Equity 101 Cash Flow Statement 102-103 Notes to Financial Statements 104-138 Financial Details of Subsidiaries/Associates 139 Additional Information 140 CAUTIONARY STATEMENT Statements in this annual report describing the company's objectives, projections, estimates and expectations may be forward looking statements with in the meaning of applicable laws and regulations. Actual results might differ substantially or materially from those expressed or implied. Important developments that could affect the Company's operations include a downtrend in the international trade, exchange rate fluctuations, significant changes in economic environment, slow down in infrastructure sector etc. 42ND ANNUAL REPORT 2025 - 2026 BOARD OF DIRECTORS AUDIT COMMITTEE Chairman & Managing Director Chairman DEEPAK KOTHARI JAYANT CHATURVEDI Executive Director Members MITESH KOTHARI DEEPAK KOTHARI DEEPAK GAMBHIRDAS GANDHI Independent Directors PRADEEP KUMAR DEEPAK GAMBHIRDAS GANDHI PRADEEP KUMAR STAKEHOLDERS RELATIONSHIP COMMITTEE JAYANT CHATURVEDI Chairman Woman Director JAYANT CHATURVEDI POONAM ACHARYA Members CS & Compliance Officer DEEPAK KOTHARI RAJ KUMAR GUPTA MITESH KOTHARI PRADEEP KUMAR Chief Financial Officer ANURAG TANDON NOMINATION & REMUNERATION COMMITTEE AUDITORS Chairman M/S. G.M.KAPADIA & CO. JAYANT CHATURVEDI Chartered Accountants 1007 Raheja Chambers Members 213, Nariman Point DEEPAK GAMBHIRDAS GANDHI Mumbai – 400 021 PRADEEP KUMAR SECRETARIAL AUDITORS CORPORATE SOCIAL RESPONSIBILITY M/S ADESH TANDON & ASSOCIATES COMMITTEE Company Secretaries 811, 8th floor, Chairman Kan chambers, 14/113 JAYANT CHATURVEDI Civil lines Kanpur – 208001 Members DEEPAK KOTHARI REGISTERED OFFICE & SECRETARIAL PRADEEP KUMAR DEPARTMENT “Pan Parag House”, 24/19, The Mall Kanpur – 208001 E-mail : info@kothariproducts.in, kothari@kothariproducts.in Ph. Nos. (0512) 2312171 -74 INVESTORS’ GRIEVANCE E-MAIL ID rkgupta@kothariproducts.in 42ND ANNUAL REPORT 2025 - 2026 KARMA YOGI M. M. KOTHARI (Babu ji) Our Founder Chairman (25th July 1925 – 27th November 2015) Babu ji a son of the soil, a leader who shaped society, he never saw barriers instead he saw possibilities waiting to be unlocked. A visionary, he also opened doors to expanded access to education. He left us behind with a powerful legacy of teachings that will continue to inspire generations 42ND ANNUAL REPORT 2025 - 2026 Chairman's Message Dear Fellow Share Owners, It gives me immense pleasure to write to you on every annual general meeting of the Company and share the highlights on the global economic scenario and state of affairs of your Company during the period under review. We are passing through a period of profound global transition. The global business environment over the past years has been shaped by extraordinary geopolitical and economic challenges. The continuing conflict in Ukraine, ongoing tensions in West Asia, volatility in global energy markets, and fluctuations in crude oil prices/ imposition of tariffs have created significant uncertainty across economies worldwide. These developments have tested the resilience of businesses, disrupted supply chains, and influenced investment and consumer sentiment. Yet, history has consistently shown that periods of uncertainty also create opportunities for innovation, resilience, and transformation. At our company, we have remained steadfast in our commitment to operational excellence, customer satisfaction, and sustainable growth. As intimated to you in previous years management has been constantly diversifying our business strategy by primarily focusing on domestic trade due to uncertain international trade environment, such change in the strategy naturally impacts the turnover for a temporary period which is evident from this year’s financials. It is a business truth that the going gets tough in the un- chartered waters and it leads to adjustment of our sails as the winds shift. However, in the segment of real estate and others, we 42ND ANNUAL REPORT 2025 - 2026 did very well but overall the results were below expectations mainly due to change in long term strategy/ diversification and financial prudence including business re- structuring. Company’s stake in commercial as well as residential spaces along with its associates is relatively stabilized, we continue to explore the possibility of entering into the manufacturing sector to have diversified businesses to mitigate any future business risks. As we move forward, we remain optimistic about the future. We believe that our strong values, disciplined execution, financial prudence, and relentless focus on innovation position us well to capitalize on emerging opportunities. While global uncertainties may persist, our confidence in the strength of our businesses and the capabilities of our people remains unwavering. Yet, amidst this turbulence, India stands as a beacon of stability. Short-term challenges emanating from external shocks notwithstanding, our focus remains steadfast on the long runway toward Viksit Bharat 2047. India has moved beyond the era where it lacked the resources to build its future. Today, we are a much stronger economy, Furthermore, our Digital Public Infrastructure has become a global benchmark. Combined with a massive build-out in physical infrastructure — ports, airports and highways — this provides the necessary segue for the next twenty years of expansion. On top of this foundation, we have embraced Artificial Intelligence or AI – not as a disruptor to be feared but as the necessary fuel that will accelerate our growth. We remain committed to the communities we live in and operate in, including investment in clean energy, aggressive initiative having positive impa [Showing first 8,000 characters — download PDF for full document]