Markets

Your Directors pleased to present the 34th Annual Report of KD Green Industries Limited
(formerly known as Manbro Industries Limited) ("the Company") along with the Audited Financial
Statements for the Financial Year ended 31st March, 2026.

1. Financial Summary

During the financial year under review, the Company registered a profit of f 100.94 Lakh before
tax on a standalone basis and a summary of the financial performance of the Company on a
standalone basis is given below:

The Company has provided consolidated accounts since it has a Subsidiary and associate but not
any Joint Venture Company.

2. Dividend

During the financial year under review, your Board does not recommend any dividend.

3. Share Capital

The Company has Increased its Authorised Share Capital from existing f 10,25,00,000/- (Rupees
Ten Crore Twenty Five Lakh Only) consisting of 1,02,50,000 (One Crore Two Lakh Fifty Thousand)
equity shares of face value f10.00/- each to increase the same by f 10,00,00,000/- (Rupees Ten
Crore only) to make it f 20,25,00,000/- (Rupees Twenty Crore Twenty Five Lakh only) consisting of
2,02,50,000 (Two Crores Two Lakh Fifty Thousand) equity shares of face value f 10.00/- each

During the financial year, in order to provide enhanced liquidity to the Company's equity shares in
the stock market, to widen shareholder base and to make it more affordable/ accessible for small
investors in the Stock Market, it is proposed to sub-divide each equity share of face value of f 10/-
into Ten equity shares of face value of Re. 1 /- each pursuant to the provisions of Section 61 (1) (d)
of the Companies Act, 2013.

Presently, the Authorized Share Capital of the Company is f 20,25,00,000/- (Rupees Twenty Crores
Twenty Five Lakhs Only) divided into 20,25,00,000 (Twenty Crores Twenty Five Lakhs Only) Equity
Shares of Re.1/- (Rupee One) each.

Pursuant to the Sub- division/ Stock Split; the Issued, Subscribed and Paid-up Capital of your
Company is be f 5,80,10,500/- divided into 5,80,10,500 Equity Shares of Re. 1 /- each.

Further, the Company has neither bought back any of its securities nor issued any sweat equity
shares or bonus shares or provided any stock options to its employees during the financial year
under review.

4. Transfer to Reserves

The profit of f 100.94 Lakh earned during the year has been transferred to the Reserves.

5. Listing With Stock Exchanges

The Company's Equity Shares are listed on Bombay Stock Exchange and having the stock code.

BSE Limited (BSE): 512595

Phiroze Jeejeebhoy Towers, Dalal Street,

Mumbai - 400 001, Maharashtra, India

International Securities Identification Number (ISIN) of the Company's equity shares, having face
value of f 10/- each, is INE348N01042.

"Under Part A of the National Stock Exchange (Capital Market) Trading Regulations, Regulation 3.1
and Regulation 2.5 establish the framework for designating which securities are permitted for
trading."

Pursuant to the above regulations and Circular- NSE/CML/75748, our Company is permitted to
trade and admitted to dealings on the National Stock Exchange of India Limited (NSE) w.e.f 17th
August, 2026.

NSE Limited (NSE): 512595

Exchange Plaza, Bandra Kurla Complex,

Bandra East, Mumbai - 400051

International Securities Identification Number (ISIN) of the Company's equity shares, having face
value of f 10/- each, is INE348N01042.

Listing fees for the Financial Year 2026-27 have been paid to the Stock Exchanges.

6. Change in Nature of Business, if any

There has been no change in the nature of business of the Company during the financial year
under review.

The company has suitably changed the existing main objects of MOA in order to incorporate the
new activities. Presently, your company is engaged in the business of Manufacture, import, export,
and trade iron and steel products, including GFRP rebar and byproducts and to produce and deal

in eco-friendly building materials such as AAC blocks, cement, and related products and to
establish and operate manufacturing facilities. The Board at its meeting held on 29th May, 2025
has approved alteration of the MOA of the Company and members approval has also sought on
30th June for the same.

7. Indian Accounting Standards (IND- AS)

Financial Statements of your Company for the Financial Year ended 31 st March, 2026, are
prepared in accordance with provisions of Indian Accounting Standards (Ind-AS), as notified under
Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended from time to time.

8. Material Changes and Commitments, if any, affecting the Financial Position of the Company
which have occurred between the end of Financial Year of the Company to which the Financial
Statement relate and the date of this Report

This year the Company has changed its name from "Manbro Industries Limited" to "KD Green
Industries Limited" to align with the naming convention of its group companies by incorporating
the Group name "KD" and to better reflect its current business activities in the areas of green
industries and/or iron and block industries.

The Company has received the Name Availability approval from ROC to Change the name of the
Company from Manbro Industries Limited to KD Green Industries Limited. Further, in the EGM held
on 9th March, 2026 the members approve the new name and we received afresh Certificate of
Incorporation pursuant to the change name dated 17th April, 2026.

Further, during the financial year our Company had four (04) strategic acquisitions to expand its
business operations in field of value added steel products, old vehicle scrappage (metal &
non-metal recycling), and fabricated steel infrastructure solutions. These are:

1. Acquisition of 51 % stake in the Shivam Pipes Industries ("the Partnership Firm”). As a result,
the firm has become a subsidiary of the Company.

2. Acquisition of 26% stake in the K D Ecosystem ("the Partnership Firm”). As a result, the firm
has become an Associate of the Company.

3. Acquisition of 50.04% of the expanded paid-up equity share capital of Green AAC Block and
Mortar Private Limited (Formerly known as Gotripily Travel Services Private Limited) (CIN:
U52291AS2023PTC025522) ("Target Company”), for a total consideration of ?3,74,99,904/-
(Rupees Three Crore Seventy Four Lakhs Ninety Nine Thousand Nine Hundred and Four Only)
in cash, by Infusion of funds for subscription and allotment of the equity shares. As a result,
Green AAC Block and Mortar Private Limited has become a Subsidiary of the Company.

4. Acquisition of 99.84% of the expanded paid-up equity share capital of K D Infrastructures
Private Limited (CIN: U24311AS2024PTC026814) ("Target Company”), for a total
consideration of ?6,25,00,000- (Rupees Six Crore Twenty-Five Lakhs Only) in cash, by Infusion
of funds for subscription and allotment of the equity shares. As a result, K D Infrastructures
Private Limited has become a Subsidiary of the Company.

9. Details of Directors and Key Managerial Personnel

Directors:

The composition of the Board of Directors of the Company is in compliance with the provisions of
the Companies Act, 2013 ("the Act”) and the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, as amended from time to time.

As on the date of this Report, the Board of your Company has an optimal combination of
Executive, Non— Executive, Women, and Independent Directors who bring to the table the right
mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate
Governance practices.

With the change in the promoters, there is a change in the Management of your Company. Your
Board has appointed Mr. Dilip Kumar Goenka (DIN: 02057814), Mr. Binod Kumar Goenka (DIN:

00518869), Mr. Sunil Sharma (DIN: 10940099), Ms. Varsha Bothra and Mr. Shalen Jain

(DIN: 10939486) as Additional Directors of the Company on 12th February, 2025, and in the Extra¬
ordinary General Meeting (EGM) of the Company the Members approved their appointment as
Directors of the Company w.e.f. 30th June, 2025.

Mr. Dilip Kumar Goenka has been appointed as Managing Director of the Company for a
consecutive term of 5 (Five) years w.e.f. 30th June, 2025.

In terms of Section 152 of the Companies Act, 2013 ("the Act"), Mr. Binod Kumar Goenka (DIN:
00518869), Director of the Company is liable to retire by rotation at the ensuing 34th Annual
General Meeting and being eligible, offers himself for re-appointment. It is ascertained that the
Directors' appointment is not subject to disqualification mentioned under Sections 164 and 165 of
the Act. A brief profile along with the consent of the Director seeking reappointment is given in
"Annexure-C" of the Notice and is part of the Annual Report.

During the financial year under review, the Non-Executive Directors of your Company had no
pecuniary relationship or transactions with your Company.

Your Board confirms that none of the Directors of the Company are disqualified from being
appointed as Director in terms of Section 164 of the Act and necessary declaration has been
obtained from all the Directors in this regard.

The Board plays a pivotal role in guiding the Company's overall direction by critically evaluating its
strategic plans, governance policies, and operational performance, thereby reinforcing its
commitment to effective oversight and sustainable value creation.

Key Managerial Personnel:

Mr. Nihit Agarwalla resigned as Chief Financial Officer of the Company, effective 9th February,
2026. Board in its meeting held on 13th May, 2026, had appointed Mr. Manoj Kumar Sharma as
the Chief Financial Officer of the Company.

10. Declaration by Independent Directors

In terms of Section 149 of the Act and Regulation 16 (1) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), Mr. Sunil Sharma, Ms.
Varsha Bothra and Mr. Shalen Jain are the Independent Directors of your Company. Your Board
opined and confirmed, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the
Independent Directors are persons of repute, and integrity and possess the relevant expertise and
experience (including proficiency) in their respective fields. Both the Independent Directors
possess requisite qualifications, experience, and expertise and they hold the highest standards of
integrity.

Under the provisions of Section 149 of the Act, both the Independent Directors have submitted
declarations that each of them meets the criteria of independence as provided in Section 149
(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of SEBI Listing
Regulations, there has been no change in the circumstances affecting their status as Independent
Directors. The Independent Directors have also confirmed that they have complied with the
Company's Code of Conduct.

11. Familiarisation Program for Independent Directors

The Independent Directors are regularly informed during meetings of the Board and its
Committees on the business strategy, business activities, and regulatory updates. Whenever
Directors are appointed, they are given a detailed orientation on the Company, industry, strategy,
policies, Code of Conduct, regulatory matters, business, financial matters, and human resource
matters of the Company.

Your Company has a familiarization program for the Independent Directors to familiarize them
with the business model of the Company, their roles, rights, and responsibilities in the
Company, the nature of the industry in which the Company operates, and related matters.

12. Annual Evaluation

The Nomination and Remuneration Policy of your Company empowers the Nomination and
Remuneration Committee to formulate a process for effective evaluation of the performance of
individual Directors, Committees of the Board, and the Board as a whole.

The Act requires that a formal annual evaluation needs to be made by the Board of its
performance and that of committees and individual directors, Schedule IV of the Act states that
the performance evaluation of independent directors shall be done by the entire Board of
Directors excluding the director being evaluated.

Your Board formally assesses its performance based on parameters which, inter alia, include the
performance of the Board on deciding long-term strategy, rating the composition and mix
of Board members, discharging of governance and fiduciary duties, handling critical and
dissenting suggestions, etc.

The parameters for the performance evaluation of the Directors include contribution made at
the board meeting, attendance, instances of sharing best practices, domain knowledge, vision,
strategy, engagement with senior management, etc.

The Chairperson(s) of the respective Committees based on feedback received from the
Committee members on the outcome of the performance evaluation of the Committee, share a
report to the Board.

The Independent Directors at their separate meeting review the performance of the Non¬
Independent Directors and the Board as a whole, Chairman of the Company after taking into
account the views of the Executive Director and Non-Executive Directors.

The Chairman of the Nomination and Remuneration Committee leads the performance evaluation
exercise. The outcome of the performance evaluation of the Committees of the Board and the
Board is presented to the Nomination and Remuneration Committee and the Board of Directors of
the Company and key outcomes, and actionable areas are discussed and
acted upon.

13. Compliance with the applicable Secretarial Standards

During the financial year under review, your Company has followed the applicable Secretarial
Standards, relating to the meeting of the Board of Directors (SS-1) and the General Meetings
(SS-2), issued by the Institute of Company Secretaries of India (ICSI) and mandated as per the
provisions of Section 118 (10) of the Act.

14. Number of Meetings of the Board

During the financial year under review, your Board met at regular intervals to discuss and decide
on Company/ business policy and strategy. The notice and agenda with notes on each
agenda item for the Board Meeting(s) were circulated as per the provisions of the Act and Articles
of Association of the Company.

Meeting of the Board: 7 (Seven) Meetings of the Board were held during the financial year namely
on 29th May 2025; 10th July 2025; 2nd August 2025; 26th August 2025; 3rd September 2025;14th
November 2025 and 9th February, 2026. The gap between the two consecutive board meetings
was within the prescribed period of 120 days as specified under the provisions of Section 173 of
the Act and the SEBI Listing Regulations.

Following is the detail of attendance by each of the Directors at the Board Meetings held during
the financial year under review:

15. Committees of the Board

Your Company has constituted 4 (four) committees required under the Act and the SEBI Listing
Regulations for meeting operational convenience. Following are the details set out in brief for the
terms of reference and the constitution of these Committees:

a. Audit Committee:

The Board has set up qualified and Independent Audit Committee in compliance with the
requirements of Regulation 18 of SEBI Listing Regulations read with Section 177 of the Act.
During the period under review, the Board of Directors of the Company accepted all the
recommendations of the Audit Committee.

All the members of Audit Committee have the requisite qualification for appointment in the
Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Audit Committee consists of the following members:

(i) Mr. Sunil Sharma, Chairperson

(ii) Ms. Varsha Bothra, Member

(iii) Mr. Binod Kumar Goenka, Member

During the financial year under review, the Audit Committee met 6 (Six) times namely on 29th May
2025; 10th July 2025; 2nd August 2025; 3rd September 2025; 14th November 2025 and 9th
February 2026.

Following is the detail of the attendance of each of the members of the Audit Committee at its
Meeting held during the year under review:

b. Nomination and Remuneration Committee:The Nomination and Remuneration Committee consists of the following members:

(i) Mr. Shalen Jain, Chairperson

(ii) Mr. Sunil Sharma, Member

(iii) Mr. Binod Kumar Goenka, Member

During the financial year under review, the Nomination and Remuneration Committee met 3
(three) times namely on 29th May 2025; 3rd September 2025 and 14th November 2025..

Following is the detail of the attendance of each of the members of the Nomination and
Remuneration Committee at its Meetings held during the financial year under review:

c. Stakeholder's Relationship Committee:The Stakeholder's Relationship Committee consists of the following members:

(i) Mr. Binod Kumar Goenka, Chairperson

(ii) Ms. Varsha Bothra, Member

(iii) Mr. Shalen Jain, Member

During the financial year under review, the Stakeholder's Relationship Committee met 4 (Four)
time namely on 29th May 2025; 3rd September 2025; 14th November 2025 and 9th February
2026.

Following is the detail of the attendance of each of the members of the Stakeholder's Relationship
Committee at its Meetings held during the financial year under review:

d. Risk Management Committee:

The Risk Management Committee consists of the following members:

i. Mr. Dilip Kumar Goenka, Chairperson

ii. Mr. Sunil Sharma, Member

iii. Mr. Binod Kumar Goenka, Member

iv. Mr. Shalen Jain, Member

During the financial year under review, the Risk Management Committee met 1 (one) time namely
on 9th February, 2026.

Following is the detail of the attendance of each of the members of the Risk Management
Committee at its Meetings held during the financial year under review:

16. Management's Discussion and Analysis Report

In terms of provisions of Regulation, 34(2) read with Para B of Schedule V of the SEBI Listing
Regulations, a detailed review of the operations, performance, and outlook of the Company and its
business is given in the Management Discussion and Analysis Report, which is furnished in
"Annexure A”.

Part A of Schedule V of SEBI Listing Regulations is with respect to the Related Party Disclosures.
Your Company does not have any holding company or subsidiary company.

Your Company does not have any details of shares in the Demat suspense account/ or unclaimed
suspense account and hence there is no disclosure made as per Part F of Schedule
V of SEBI Listing Regulations.

There were no agreements binding your Company during the financial year under review and
hence there is no disclosure made as per Part G of Schedule V of SEBI Listing Regulations.

17. Corporate Governance

Your Company practices a culture that is built on core values and ethical governance practices
and is committed to transparency in all its dealings. However, the Company is listed on Bombay
Stock exchange, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements),
Regulations, 2015, the compliance with the Corporate Governance provisions as specified in
Regulation 17 to 27 and clause (b) to (i) of sub regulation (2) of regulations 46 and para-C, D and E
of Schedule V are applicable to the Company. Hence Corporate Governance Report forms part of
this Board Report and is furnished in as "Annexure B”.

18. CEO and CFO Certification

The Certificate, as required under Regulation 17 (8) of the Listing Regulations, duly signed by the
Managing Director and Chief Financial Officer of the Company, was placed before the Board, and
the same is enclosed to this Report and forms part of the Annual Report and is furnished in as
"Annexure- D”.

19. Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 do not apply to the Company and hence, your Company is
not required to adopt the Corporate Social Responsibility Policy or constitute a Corporate Social
Responsibility Committee during the financial year under review.

20. Human Resources

The well-disciplined workforce which has served the Company for the very foundation of the
company's major achievements and shall well continue for the years to come. The management
has always carried out systematic appraisal of performance. The Company has always
recognized talent and has judiciously followed the principle of rewarding performance.

21. Director's Responsibility Statement

As required under Section 134 (5) of the Act, the Directors, to the best of their knowledge and
ability confirm that:

(i) In the preparation of the annual accounts for the financial year that ended 31 st March, 2026,
the applicable accounting standards were followed along with the proper explanation relating
to material departures;

(ii) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent to give a true and fair view of the
state of affairs of the Company as of 31 st March, 2026, and its profit and loss for the financial
year under review;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts for the financial year 2025-26 on a 'going concern'
basis;

(v) They have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

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

22. Company's policy relating to Appointment, Payment of Remuneration to Directors, and
Discharge of their duties

As per the provisions of Section 178(3) and Section 134 (3) (e) of the Act and on the
recommendation of the Nomination & Remuneration Committee of the Company, the Board
of Directors had approved a Policy which lays down a framework about appointment and
remuneration of Directors, Key Managerial Personnel and the other employees and their
remuneration which are furnished in "Annexure E”.

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of
remuneration to Directors, Key Managerial Personnel, and other employees. The policy also
provides the criteria for determining qualifications, positive attributes, and Independence of the
Director and criteria for appointment of Key Managerial Personnel/Senior Management while
making the selection of the candidates.

The Policy on Appointment and Remuneration of the Directors as approved by the Board is
available on the website of the Company and can be accessed through the web link
https://www.unimodeoverseas.in/corporate-announcements

23. Particulars of Loans, Guarantees, or Investments made u/s 186 of the Companies Act, 2013

During the financial year, your Company has not given any loan or guarantee made any
investment, or provided any security under Section 186 of the Act.

24. Contracts and arrangements with Related Party

In order to the transactions with related parties falls under the scope of Section 188(1) of the Act,
the Information on transactions with related parties pursuant to Section 134(3) (h) of the Act read
with rule 8(2) of the Companies (Accounts) Rules, 2014 are given as per Form AOC-2 which is
furnished in as "Annexure- F”.

Your Company has adequate policies and procedures for the identification and monitoring of
Related Party Transactions, All the transactions entered into with the Related Parties during the
financial year were on an arm's length basis and were in the ordinary course of business. The
Company has presented all Related Party Transactions before the Board specifying the nature,
value, and terms and conditions of the transaction.

There have been a few significant related party transactions with the Company's Subsidiary and
others as defined in Section 2(76) of the Companies Act, 2013 which may have a potential
conflict of interest with the Company at large. Disclosure in Form AOC- 2 is furnished in
"Annexure- F”, Your attention is drawn to the related party disclosure made in the note contained
in the financial statements of the Company.

Your Company has framed a Policy on the Materiality of Related Party Transactions and on
dealing with Related Party Transactions in accordance with the SEBI Listing Regulations and
the Act as amended from time to time. The Policy intends to ensure that proper reporting,
approval, and disclosure processes are in place for all transactions between the Company and the
Related Parties. The policy is available on the website of the Company at
https://www.unimodeoverseas.in/corporate-announcements.

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

During the financial year there was no energy conservation, technology absorption and foreign
Exchange Earnings.

The information about the conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo as required under Section 134 (3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is furnished in as "Annexure G".

26. Statement indicating development & implementation of Risk Management PolicyYour

Company has in place a mechanism to identify, assess, monitor, review, and mitigate various risks
to key business objectives that may threaten the existence of the Company. The
major risks identified by the business and functions are systematically addressed through
mitigating actions continuously. The Policy on Risk Management as approved by the Board is
available on the Company's website and can be accessed through the web link below:
https://www.unimodeoverseas.in/corporate-announcements

27. Details of significant material orders passed by the Regulators / Courts / Tribunal impacting

the Going Concern status & Company's Operation in the future

The Registered Office of the Company has been shifted from B- 99, Shop No.- 1, Ground Floor,

New Moti Nagar, New Delhi- 110015 to 6th Floor, Sri Kamakhya Tower, Christian Basti, GS Road,
Guwahati- 781005, Assam.

The approval of the Regional Director, Northern Region, NCT of Delhi has been sought for the said
purpose.

The majority of the Directors and KMPs of the Company including major shareholding promoters
are based at Guwahati and keeping in view the administrative convenience, cost effectiveness,
growth potential and existing opportunities, the shifting of Registered Office to Guwahati shall
facilitate to carry on the business of the Company more economically and efficiently and with
better operational convenience.

During the financial year under review, the Company has not received any other significant
orders/material orders passed by any of the Regulators/ Courts/ Tribunals impacting the ongoing
concern status of the Company and its operations in the future.

28. Vigil Mechanism Policy

Your Company is committed to maintaining an ethical workplace that facilitates the reporting
of potential violations of the Company's policies and applicable laws. To promote the highest
ethical standards, your Company encourages its employees who have concern(s) about any
actual or potential violation of the legal & regulatory requirements, incorrect or misrepresentation
of any financial statements and reports, etc. any claim of theft or fraud, and
any claim of retaliation for providing information to or otherwise assisting the Audit Committee, to
come forward and express his/her concern(s) without fear of punishment or unfair treatment.

The Policy also provides the mechanism for employee(s) to raise their concerns that could have a
grave impact on the operations, performance, value, and reputation of the Company and also
provides direct access to the Chairman of the Audit Committee in appropriate or exceptional
cases. The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the
website at: https://www.unimodeoverseas.in

29. Deposits

During the financial year under review, your Company has not accepted any deposits within the
meaning of Sections 73 and 74 of the Act read with Companies (Acceptance of Deposit) Rules,
2014, and no amount on account of principal or interest on deposits from the public was
outstanding as on the date of the balance sheet.

30. Extract of Annual Return

The Annual Return of the Company in form MGT- 7 as required pursuant to Section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules,
2014, a copy of the Annual Return for the Financial Year 2025-26, which will be filed with the

Registrar of Companies/MCA, is hosted on the Company's website and can be accessed at:
https://www.unimodeoverseas.in

31. Maintenance of Cost Records

During the financial year under review, your Company is not required to maintain Cost Records as
specified by the Central Government under Section 148 (1) of the Act.

32. Registrar and Transfer Agent

During the financial year under review, your Company's Registrar and Transfer Agent was
Beetal Financial and Computer Services(P) Limited.

33. Remuneration of Directors, Key Managerial Personnel & Senior Management

The disclosure about remuneration and other details, as required to be furnished under Section
197 (12) of the Act read with Rule 5(1) of Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are as follows:

a. The ratio of the remuneration of each director to the median remuneration of the employees of
the Company for the financial year ended on 31 st March, 2026, is NIL as none of the Directors is
paid any remuneration.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief
Financial Officer, and Company Secretary in the financial year is NIL.

c. The percentage increase in the median remuneration of employees in the financial year is NIL.

d. The number of permanent employees on the rolls of the Company are Two (2)

e. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile increase in
the managerial remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration is NIL as no remuneration was
increased to any managerial personnel any time during the financial year under review.

f. Affirmation that the remuneration is as per the remuneration policy of the Company: The
remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in
accordance with the Nomination and Remuneration Policy formulated in accordance with Section
178 of the Act.

Your Company does not have any employee drawing remuneration in excess of limits prescribed
under Section 197 (12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

34. Disclosure regarding the issue of Employee Stock Option

Your Company does not have any Employee Stock Option Scheme/ Plan.

35. Details of Subsidiary, Joint Venture, or Associate Companies

Your Company have any Subsidiary and Associate but not Joint Venture Company.

36. Statutory Auditor

M/s V.N. Purohit & Company, Chartered Accountants (FRN: 304040E), appointed as Statutory
Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Umesh Amita
& Company, Chartered Accountants (FRN: 007238C). Further, M/s V.N. Purohit & Company,
Chartered Accountants (FRN: 304040E), has been appointed as Statutory Auditor of the Company
to hold office for a period of 5 (five) consecutive years from the conclusion of the 33th Annual
General Meeting till the conclusion of the 38th Annual General Meeting.

Auditors' Report:

Your Company's Directors have examined the Statutory Auditors' Report issued by M/s V.N.

Purohit & Company, Chartered Accountants (FRN: 304040E) on the Annual Accounts of the
Company for the financial year ended 31 st March, 2026. There are no observations (including any
qualifications, reservations, adverse remarks, or disclaimers) of the Auditors in the Audit Report.
Further, the notes to the accounts referred to in the Auditor's Report are self-explanatory.

37. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the rules framed there under
Ms. Ritika Wasson, Proprietor of Ritika Wasson & Co., Company Secretaries was appointed as
Secretarial Auditor of the Company and the Secretarial Audit Report issued in Form MR-3 is
furnished in as "Annexure H”.

Further, the Board at its meeting held on 3rd September, 2025 has subject to approval of
shareholders of the Company, approved the appointment of Ms. Ritika Wasson, Proprietor of
Ritika Wasson & Co., Company Secretaries as the Secretarial Auditor of the Company for a term of
five years commencing from the financial year 2025-26 up to financial year 2029-2030 at a
remuneration fixed by the Board of Directors of the Company in consultation with Audit
Committee from time to time. The said proposal forms a part of the notice of the AGM.

38. Internal Auditor

The Internal Auditor of the Company reports to the Managing Director and the Audit Committee of
the Board. The Internal Auditor reviews and approves a risk-based annual internal audit plan as
per the scope, functioning, periodicity, and methodology for conducting
the internal audit.

39. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or
Disclaimers made by the Auditors and the Practicing Company Secretary in their Reports

The observations made in the Auditor's Report are self-explanatory and do not call for any further
comments u/s 134(3) (f) of the Companies Act, 2013. The Auditors and Practicing Company
Secretary have not made any qualifications in their respective Report(s).

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

Your Company has in place a Policy for a free workplace as required under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 (POSH,
2013). Your Company has complied with the provision relating to the constitution of

the Internal Committee under POSH, 2013. Your Company is committed to providing a safe and
conducive work environment to all of its employees and associates. During the financial year
under review, no complaints about sexual harassment of women at the workplace under POSH,
2013 were received by the Company.

41. Internal Control System and Adequacy of Internal Financial Controls

Your Company has an adequate system of Internal Financial Control commensurate with its size
and scale of operations, procedures, and policies, ensuring the efficient and orderly conduct of its
business, including adherence to the Company's policy, safeguarding of its assets, prevention, and
detection of frauds and errors, accuracy and completeness of accounting records and timely
preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the
assessment, your Board is of the opinion that the Company has an adequate Internal Financial
Control System that is operating effectively during the financial year under review.

There were no instances of fraud that necessitated reporting of material misstatements to the
Company's operations,

42. Code Of Conduct

The Board has laid down a Code of Conduct (“Code”) for Board Members, Managerial Personnel
and for Senior Management Employees of the Company. The Code has been posted on the
Company's website at: https://www.unimodeoverseas.in

All the Board Members and Senior Management Personnel have affirmed compliance with this
Code.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section
149(8) and Schedule IV of Companies Act, 2013 via terms and conditions for appointment of
Independent Directors, which is guide to professional conduct for Independent directors and has
been uploaded on the website of the company at:
https://unimodeoverseas.in/corporate-announcements

43. Details of the application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the period along with their status as of the end of the Period

During the financial year and till the date of this Report, your Company has neither made any
application against anyone nor any proceedings pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

44. Difference in Number of Valuations, if any

There were no instances where your Company required the valuation for one time settlement or
while taking any loan from the Banks or Financial Institutions.

45. Caution Statement

Statement in this Annual Report describing the Company's objectives, expectations or predictions
may be forward-looking within the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed in the statement.

46. Acknowledgment

Your Board places on record its gratitude to the government and regulatory authorities including
the BSE Limited and the correspondent banks for their support. Your Board acknowledges the
support of the shareholders and also places on record its sincere thanks to its valued client for its
continued patronage. Your Board also appreciates all employees of the
Company for their sincere work and commitment.

For and on Behalf of the Board of Directors
KD Green Industries Limited
(formerly known as Manbro Industries Limited)

Sd/- Sd/-

Dilip Kumar Goenka Binod Kumar Goenka

(Managing Director) (Director)

DIN:02057814 DIN:00518869

Date: 3rd September, 2026
Place: Guwahati