Pursuant To Regulation 34(1)(a) And Other Applicable Provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015

Date:23rd July 2026 The Manager – Listing Department BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001. BSE Scrip code: 544641 Sub: Annual Report of the Company for FY 2025-26 Dear Sir/Madam, In compliance with the provisions of Regulation 34(1)(a) and other application provisions of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Annual Report of the Company for the Financial Year 2025-26. The same is also available on the website of the Company at https://kvtoys.com/investor/ The Notice of 3rd Annual General Meeting along with Annual Report for FY 2025-26 are being sent electronically to the shareholders of the Company today i.e. 23rd July, 2026. We request you to kindly take this information on record. Thanking you, Yours faithfully, For K V Toys India Limited Karan Narang Managing Director DIN: 07098277 MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2026 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] The Members, K. V. TOYS INDIA LIMITED, A-403,404, Plot No D-1, Centrum Business Square, Wagle Industrial Estate, Thane West (M Corp.), 400604 I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by K. V. TOYS INDIA LIMITED (hereinafter called the ‘Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the Company’s books, papers, Minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of the Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2026 (‘Audit Period’), complied with the Statutory provisions listed hereunder and also that the Company has proper Board Processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, Minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2026 according to the provisions of: a. The Companies Act, 2013 (the Act) and the rules made thereunder; b. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; c. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; d. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; e. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Not Applicable to the Company during the Audit Period); b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; d) The Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not Applicable to the Company during the Audit Period); e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not Applicable to the Company during the Audit Period); f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with clients (Not Applicable to the Company as the Company is not registered as Registrar & Transfer Agent); g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not Applicable to the Company during the Audit Period); h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not Applicable to the Company during the Audit Period). (vi) Other laws as may be specifically applicable to the Company, as informed by the Management of the Company. I have also examined compliance with the applicable clauses of the following:  Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).  The Listing Agreements entered into by the Company with BSE Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. I have not examined compliance by the Company with applicable financial laws, like direct and indirect tax laws, since the same have been subject to review by the statutory financial audit and other designated professionals. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. I further report that:  The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Women Directors and Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.  Adequate notice was given to all Directors to schedule the Board and Committee Meetings, agenda and detailed notes on the agenda were sent at least seven days in advance /at shorter notice and a system exists for seeking and obtaining further information and clarifications on the agenda items before the Meeting and for meaningful participation at the Meeting.  All decisions at the Board Meetings and Committee Meetings are carried out unanimously as recorded in the Minutes of the Meetings of the Board of Directors or Committees of the Board, as the case may be.  Based on review of Compliance mechanism of the Company, I am of the opinion that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with the applicable Laws, Rules, Regulations and Guidelines. I further report that during the audit period there were no specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc., except:  Mr. VISHAL NARANG (DIN: 10099897) CFO of the Company resigned from position of Chief Financial Officer (CFO) w.e.f. 21st July 2025.  Pursuant to the approval of Board and Members on March 19, 2026 , the registered office of the Company was shifted within the local limits of the city, town or village, i.e. from “Office no 1508, 15th Floor, Solus Business Park, Building Hiranandani Estate, Ghodbunder Road, Patlipada, Thane West, 400607 to A-403,404, PLOT NO D-1, CENTRUM BUSINESS SQUARE, WAGLE INDUSTRIAL ESTATE, THANE WEST (M Corp.), 400604.”  The Company has obtained approval of the Board of Directors for acquisition of shares by way of secondary sale in Just Bear Private Limited vide resolution passed on 03rd February, 2026.  The Company filed e-Form CHG-1 with the Registrar of Companies in respect of the creation of charge dated 19th May, 2025, on 05th July, 2025, after the prescribed time limit as stipulated under Section 77 of the Companies Act, 2013 read with Rule 3 of the Companies (Registration of Charges) Rules, 2014.  The Company filed e-Form CHG-1 with the Registrar of Companies in respect of the creation of charge dated 22nd May, 2025, on 14th July, 2025, after the prescribed time limit as stipulated under Section 77 of the Companies Act, 2013 read w [Showing first 8,000 characters — download PDF for full document]