Your Directors have pleasure in presenting their 34th Annual Report together with the Audited Accountsfor the year ended March 31, 2026.
1. FINANCIAL PERFORMANCE:
(Amount in lakhs)
Particulars
2025-26
(Rs.)
2024-25 (Rs.)
Revenue from Operations
24,478.81
22077.99
Other Operating Income
. 67.95
r 64.75
Total Income
24,546.76
22,142.74
Profit before depreciation,exceptional items and Tax
23,666.87
21,273.19
Less: Depreciation andamortization expense
210.03
Less: Exceptional Items
'' -
Ý' -
Profit before Tax
669.86
659.52
Less: Tax Expense
182.36
191.22
Net profit for the period
487.50
468.29
2. REVIEW OF OPERATIONS:
During the year under review, the sales and other income increased from Rs. 22,077.99 (in Lakhs) toRs. 24,478.81 (in lakhs) as compared to previous financial year. The Net Profit after tax stood at Rs.487.50 (in lakhs) as against profit of Rs. 468.29 (in lakhs) in the previous financial year.
3. SHARE CAPITAL STRUCTURE:
Authorised Share Capital:
The Authorized Share Capital of the Company at the begining of the financial year stood at Rs.25,50,00,000 (Rupees Twentyfive crore Fifty Lakhs) divided into Rs.2,25,00,000 (Rupees Two CroreTwenty five Lakhs) shares and at the end of the year is Rs. 23,00,00,000/- (Rupees Twentythree Crores)divided into 2,30,00,000 (Two Crore Thirty Lakhs) Equity shares of Rs. 10/- (Rupees ten only) each.Issued, Subscribed and Paid up Share Capital:
The Paid up Share Capital at the begining of the financial year stood at Rs. 14,93,93,600/- (RupeesFourteen Crore Ninety-Three Lakh Ninety-Three Thousand Six Hundred Rupees) divided into1,49,39,360 (Rupees One Crore Forty Nine Lakh Thirty Nine Thousand Three Hundred Sixty) Equityshares of Rs. 10/- (Rupees ten only) each. and at the end of the year is Rs. 2,24,39,360 (RupeesTwenty-two crore forty-three lakh ninety-three thousand six hundred) divided into (Two crore twenty-fourlakh thirty-nine thousand three hundred sixty rupees)
During the year under review, the Company was successfully listed on the BSE Limited, marking asignificant milestone in its growth journey. Pursuant to the Initial Public Offering (IPO), theCompany raised capital through the issuance and allotment of 75,00,000 (Seventy-Five Lakh) EquityShares of face value Rs. 10/- each at an issue price of Rs. 38/- per equity share, aggregating to Rs.28.50 Crore. The proceeds from the issue are being utilized in accordance with the objects stated inthe Prospectus.
4. LISTING FEE:
The Company confirms that the annual listing fee to BSE Limited for the financial year 2026-27 hasbeen paid.
5. CHANGE OF NAME OF THE COMPANY:
During the year under review, the Company has not applied for name change.
6. DIVIDEND
In order to preserve funds for future business endeavors, your Directors do not recommend anydividend on equity shares.
7. PUBLIC DEPOSIT
Your Company did not raise any public deposit during the year. Further the Company has compliedwith the annual filing as required under rule 16 and 16A of the Companies (Acceptance of Deposits)Rules, 2014 for the financial year ended March 31, 2026.
8. CHANGES IN NATURE OF BUSINESS
There is no significant change made in the nature of the Company during the financial year.
9. SECRETARIAL STANDARD OF ICSI
The Company has devised proper systems to ensure compliance with the provisions of all applicableSecretarial Standards issued by the Institute of Company Secretaries of India and such systems areadequate and operating effectively. During the year under review, the Company was in compliancewith the Secretarial Standards (SS) i.e., SS - 1 and SS - 2, relating to “Meetings of the Board ofDirectors” and “General Meetings”, respectively.
10. IMPLEMENTATION OF CORPORATE ACTION
During the year under review, the Company has not failed to implement any Corporate Actionswithin the specified time limit.
11. INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with the workers andemployees at all levels.
12. NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BESUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
As on the date of this Report, the Company does not have any subsidiary, joint venture, or associateCompany. Accordingly, the provisions relating to subsidiary, joint venture, and associate companies arenot applicable to the Company during the year under review.Therefore, there was no requirement ofdisclosure in Form AOC -1.
13. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:
Your Company has a well-defined risk management framework in place. The risk managementframework works at various levels across the enterprise. These levels form the strategic defense coverof the Company’s risk management. Though the various risks associated with the business cannot beeliminated completely, all efforts are made to minimize the impact of such risks on the operations ofthe Company.
14. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of itsbusiness, including adherence to the Company’s policies, safeguarding of its assets, prevention anddetection of fraud, error reporting mechanisms, accuracy and completeness of the accounting recordsand timely preparation of reliable financial disclosures. The Company on various activities also putsnecessary internal control systems in place to ensure that business operations are directed towardsattaining the stated organizational objectives with optimum utilization of the resources.
15. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm’s length basisand were in the ordinary course of business. Particulars of contract or arrangements with relatedparties are annexed herewith in Form AOC 2 as “Annexure- A”.
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company hasformulated a Policy on Related Party Transactions which is available on Company’s website.
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS ORCOURTS OR TRIBUNALS
There were no significant and material orders passed by any Regulators or Court or Tribunal whichwould impact the going concern status of the Company and its future operations.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details relating to loans or guarantees or investments covered under the provisions of section 186of the Companies Act, 2013 during the Financial Year forms part of the Financial Statement.
18. TRANSFER TO RESERVES
During the year under review, no amount was transferred to Reserves
19. DIRECTORS & KEY MANAGERIAL PERSONNEL
i. Appointment/Re-appointment/Resignation of Directors:
During the period under review, there has been no appointment/re-appointment of the Directors of theCompany:
ii. Key Managerial Personnel
Pursuant to the Section 2(51) and provisions of Section 203 of the Companies Act, 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the KeyManagerial Personnel (KMP) of the Company as on 31st March, 2026 are as follows:
• Naman Shah was appointed Chief Financial Officer of the Company as on 1st April,2025
• Saachi Madnani was appointed as Company Secretary as on 16th December, 2024
iii. Declaration by Independent Directors:
The Company has received necessary declaration from each independent Director under Section 149(7) ofthe Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) ofthe Companies Act, 2013 read with rules framed thereunder and SEBI (LODR) Regulation.
In the opinion of the Board, the independent Directors are, individually, person of integrity and possessrelevant expertise and experience.In terms of regulation 25(8) of the Listing Regulations, they haveconfirmed that they are not aware of any circumstances or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties. Based on the declarationsreceived from the independent Directors, the Board has confirmed that they meet the criteria ofindependence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they areindependent of the management.
iv. Annual Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, Boardcommittees and individual Directors pursuant to the provisions of Sections 134, 178 and Schedule IVof the Companies Act, 2013. Evaluation was done after taking into consideration inputs received fromthe Directors, covering various aspects of the Board’s functioning such as adequacy of thecomposition of the Board and its Committees, performance of specific duties, independence, ethicsand values, attendance and contribution at meetings etc.
The performance of the Independent Directors was evaluated individually by the Board after seekinginputs from all the Directors on the effectiveness and contribution of the Independent Directors.
The performance of the Committees was evaluated by the Board after seeking comments from theCommittee members based on the criteria such as the composition of Committees, effectiveness ofCommittee meetings, etc.
The Board reviewed the performance of the individual Directors on the basis of the contribution of theindividual Director during Board and Committee meetings.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, and theperformance of the Chairman was evaluated, taking into account the views of executive Directors andnon-executive Directors. The Independent Directors also assessed the quality, frequency andtimeliness of flow of information between the Board and the management that is necessary foreffective performance
l Familiarization Programme for Independent Director:
The Company, from time to time organize the Familiarization Program for its Independent Directors.The objective of the familiarization program is to familiarize Company’s Independent Directorsinter-alia on the following:
a) Nature of the Industry in which the Company operates;
b) Business environment and operational model of various business divisions of theCompany;
c) Roles, Rights and Responsibilities of Directors;
d) Important changes in the Regulatory framework having impact on the Company;
In addition, the Company also undertakes initiatives to update the Independent Directors about:
a) On-going events and developments relating to the Company and significant changes in theRegulatory environment by way of presentations.
b) Operations and financial performance of the Company.
The Company has conducted the familiarization Programme for the FY 2025-26 and the detail of theProgramme is uploaded on the website of the Company which can be accessed atwww. kksilkmills. com
vi. Remuneration Policy for the Directors, Key Managerial Personnel and other Employees:
In terms of the provisions of Section 178 (3) of the Act, the Nomination & Remuneration Committee isresponsible for formulating the criteria for determining qualification, positive attributes and independenceof a Director. The Nomination & Remuneration Committee is also responsible for recommending to theBoard a policy relating to the remuneration of the Directors, Key Managerial Personal and otheremployees. In line with this requirement, the Board has formulated a policy which is uploaded on thewebsite of the Company and can be accessed at www.kksilkmills.com
vii. Non Disqualification of Directors:
None of the Directors on the Board of the Company for the Financial Year ending on 31st March ,2026 have been debarred or disqualified from being appointed or continuing as Directors ofcompanies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or anysuch other Statutory Authority.
20. MEETING OF BOARD OF DIRECTORS
A. Number of Board Meetings in the year (FY 2025-26)
The Board met 24 (twentyfour) times during the Financial year 2025-26 on 1st April, 2025, 15th April,2025, 23rd April, 2025, 30th May, 2025, 14th June, 2025, 23rd June, 2025, 26th June, 2025, 15th July, 2025,5 th September, 2025, 27th September, 2025, 8th October, 2025, 22nd October, 2025, 6th November, 2025,7th November, 2025, 17th November, 2025, 26th November, 2025, 29th November, 2025, 1st December,
2025, 24th December, 2025, 25th December, 2025, 20th January, 2026, 29th January, 2026, 14th February
2026, 25th March, 2026 the intervening gap between any two meetings was within the period prescribedby the Companies Act, 2013.
B. Attendance of Directors at Board meetings held during the year:
Sr. No.
Name of Director
Category ofDirector
No. of BoardMeetingsattended
Attendance at thelast AGM
1.
Asha Manish Shah(DIN: 00041005)
Director
24 of 24
Yes
2.
Manish Kantilal Shah(DIN: 00040966)
Managing
3.
Nilesh Kantilal Jain(DIN: 00040930)
Whole-time
4.
Priyanka Mayuresh Oka(DIN: 08066379)
Independent
5.
Naina Israni(DIN: 10410689)
C. Separate Meeting of Independent Directors:
In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI ListingRegulations, 2015, the independent Directors held their separate meeting on 20th February, 2026,without the attendance of non-independent Directors and members of Management, inter alia, todiscuss the following:
i) Review the performance of non-independent Directors and the Board as a whole;
ii) Review the performance of the Chairperson of the Company, taking into account the views ofexecutive Directors and non-executive Directors;
iii) Assess the quality, quantity and timeliness of flow of information between the CompanyManagement and the Board that is necessary for the Board to effectively and reasonably perform theirduties; and
All Independent Directors were present at the meeting, deliberated on the above and expressed theirsatisfaction on each of the matters.
21. COMMITTEES OF THE BOARD:
There are currently three committees of the Board which are as follows:
A. Audit Committee
B. Nomination & Remuneration Committee
C. Stakeholder’s Relationship Committee
D. Allotment Committee
The Composition of the committees and relative compliances, are in line with the applicable
provisions of the Companies Act, 2013 read with Rules and Listing Regulations. Details of term ofreference of the Committees, Committees Membership and attendance at Meetings of the Committeesare provided as follows:
The Composition and quorum of the Audit Committee is in accordance with Section 177 of theCompanies Act, 2013. All members of the Audit Committee possess financial/accountingexpertise/exposure.
The Audit committee met thirteen (13) times during the financial year 2025-26. The Committee meton 23rd April, 2025, 30th May, 2025, 14th June, 2025, 23rd June, 2025, 26th June, 2026, 5th September,
2025, 27th September, 2025, 6th November, 2025, 7th November, 2025, 17th November, 2025, 29thNovember, 2025, 1st December, 2025 and 24th December, 2025. The Necessary quorum was present forall Meetings. The table below provides composition and attendance of the Audit Committee.
Sr.
No.
Name
Category
Meetings
Attended
Member & Managing. Director
13 of 13
Member & IndependentDirector
Chairman & Independent. .Director
The primary objective of the Committee is to monitor and provide an effective supervision of theManagement’s financial reporting process, to ensure accurate and timely disclosures, with the highestlevel of transparency, integrity and quality of financial reporting and its Compliances with the legaland regulatory requirements. The committee oversees the work carried out in the financial reportingprocess by the Management and the Statutory Auditors and, note the process and safeguardsemployed by each of them.
Term of reference:
The term of reference, role, powers, rights, authority and obligations of the Audit Committee are inconformity with the applicable provisions of the Companies Act, 2013 and Listing ObligationRequirements (including any statutory modification(s) or re- enactment or amendment thereof.
B. Nomination & Remuneration Committee;
The Board of Directors has framed a policy which lays down a framework in relation to remunerationof Directors, Key Managerial Personnel and Senior Management of the Company. This policy alsolays down criteria for selection and appointment of Board Members. The Nomination &Remuneration committee met one (1) time during the Financial Year 2025-26. The Committee met
on 3rd April, 2025. The table below provides composition and attendance of the Nomination andRemuneration Committee.
Sr
1
Member & Director
1 of 1
Member & Independent Director
Chairman & IndependentDirector
C. Stakeholders Relationship Committee;
The Shareholders/Investors Grievance Committee as Stakeholders Relationship Committee isconstituted in accordance with the provisions of the Companies Act, 2013.
The Stakeholders Relationship Committee met one (1) time during the financial year 2025-26. TheCommittee met on 3rd April, 2025. The necessary quorum was present for the Meeting. The tablebelow provides composition and attendance of the Stakeholders Relationship Committee.
Chairman & Independent Director
Member & Whole Time Director
D. Corporate Social Responsibility Committee:
The board has constituted the Corporate Social Responsibility Committee during the financial year 2025¬26 for the purpose of the issue and allotment of securities of the Company.
The committee met 1 (one) times during the year under review. The Committee met on 24thDecember, 2025 . The necessary quorum as decided by the board while constituting the committee waspresent for the Meeting. The table below provides composition and attendance of the AllotmentCommittee.
22. MEETING OF MEMBERS OF THE COMPANY:
During the year, 33rd Annual General Meeting of the Company was held on 29th September, 2025 atRegistered Office of the Company situated at 314, Kewal Industrial Estate, S.B. Road, lower parel (w),Mumbai-400013
The Company also had extra ordinary general meeting during the year under review, the meeting washeld on April 24, 2025 at Registered Office of the Company situated at 314, Kewal Industrial Estate, S. B.Road, lower parel (w), Mumbai-400013
23. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THEEND OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
The Company was successfully listed on the SME Platform of BSE Limited on December 3, 2025.Except for the aforesaid listing, there have been no material changes or commitments affecting thefinancial position of the Company that have occurred between the end of the financial year to which thesefinancial statements relate and the date of this Report.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNING AND OUTGO
(a) Conservation of energy
(i)
the effort made towards technology absorption
Nil
(ii)
the benefits derived like product improvement cost reductionproduct development or import substitution
(iii)
in case of imported technology (important during the lastthreeyears reckoned from the beginning of the financial year)
(a) the details of technology imported
(iv)
(b) the year of import;
whether the technology been fully absorbed;
if not fully absorbed, areas where absorption has not taken place,and the reasons thereof.
the expenditure incurred on Research and Development
(b) Technology absorption
the steps taken or impact onconservation ofenergy
Company's operation does notconsume significant amount of energy.
the steps taken by the Company for
Not applicable, in view of comments in
utilizing alternate sources of energy.
clause (i)
The capital investment on energy
conservation equipment's
(c) Foreign Exchange earnings and outgo
Expenditure in Foreign Currency: -0.50Earnings in Foreign Exchange: 0
25. WEBLINK OF ANNUAL RETURN:
In accordance with Section 92(3) of the Act read with the Companies (Management andAdministration) Amendment Rules, 2021, The Annual Return as referred in Section 134(3)(a) of theAct for the financial year ended March 31, 2026 is available on the website of the Companywww. kksilkmills. com
26. DIRECTORS’ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanation obtainedby them, your Directors make the following statements in terms of the Section 134(3)(c) of theCompanies Act, 2013.
(i) That in the preparation of the annual financial statements for the year ended March 31, 2026,the applicable accounting standards have been followed along with proper explanation relatingto material departures, if any;
(ii) That such accounting policies, as mentioned in the Financial Statements as “Significant AccountingPolicies” have been selected and applied consistently and judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31, 2026 and of the profit of the Company for the year ended on that date;
(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
(iv) That the annual financial statements have been prepared on a going concern basis;
(v) That proper internal financial controls were in place and that the financial controls were adequateand were operating effectively;
(vi) Those proper systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
27. SHARE TRANSFER SYSTEM
There were no Share Transfer during the year.
28. SHARE CAPITAL AUDIT
As stipulated by Securities and Exchange Board of India (SEBI), M/s. Mayank Arora & Co.,Practicing Company Secretaries carried out the Share Capital Audit to reconcile the total admittedcapital with National Securities Depository Limited (NSDL), Central Depository Services (India)Limited (CDSL) and shares held physically as per the register of members and the total issued andlisted capital.
29. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDERINSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no applications made or proceedings pending in the name ofthe Company under Insolvency and Bankruptcy Code, 2016.
30. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIMESETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS ANDFINANCIAL INSTITUTIONS
During the year under review, there has been no one-time settlement of Loans taken from Banks andFinancial Institutions.
31. INVESTORS CORRESPONDENCEMUFG Intime India Private Limited
C-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai - 400083. TelNo: 91 (22) - 4918 6000Fax No: 91 (22) 2820 7207
Email-id: mumbai@in.mpms.mufg.com Website:https://in.mpms.mufg.com/
32. AUDITORS
a. Statutory Auditors
Pursuant to the provisions of section 139 of the Companies Act, 2013 read with rules made thereunder,Borkar & Muzumdar, Chartered Accountants, having Firm Registration No. 101569W, CharteredAccountants have been appointed as the statutory auditors of the Company to hold the office fromfinancial year 2024-25 till financial year 2028-29 in accordance with the provisions of section 141 ofCompanies Act, 2013.
b. Internal Auditor
The provision of Section 138 of the Companies Act, 2013 is applicable to Company and Company hasappointed M/s. N G Jain & CO, to carry out internal Audit for the financial year 2025-26 based on therecommendation of the Audit Committee.
c. Secretarial Auditor
Pursuant to provision of section 204 of The Companies Act, 2013 and rules made thereunder,M/s. Nidhi Bajaj & Associates, Company Secretaries has been appointed as Secretarial Auditor of theCompany for the Financial Year 2025-26. A Secretarial Auditor Report in Form MR-3 given byM/s. Nidhi Bajaj & Associates for the Financial Year ended on 31st March, 2026 has been providedin “Annexure B” which forms parts of this Director’s Report.
33. COST RECORDS AND COST AUDIT
The provisions of Section 148(1) of the Companies Act, 2013 is applicable to the Company and thusthe Company has appointed Satish Kumar Gupta, Cost Accountants to carry out the cost audit for thefinancial year 2025-26.
34. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS ORADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THEPRACTICING COMPANY SECRETARY IN THEIR REPORTS:
a) Statutory Auditors Qualification:
There were no qualifications, reservations or adverse remarks made by the Auditor in his report madefor the financial year under review. The financial statements of the Company for the financial year2025-26 is unmodified & self-explanatory and therefore do not call for any comments under Section134 of the Companies Act, 2013, the declaration of unmodified opinion as required under the SEBI(Listing Obligation and Disclosure Requirement) Regulations, 2015 has been provided by the
Company to the stock exchange.
b) Secretarial Audit Report by Practicing Company Secretary:
There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in hisreport made for the financial year under review.
c) Details of fraud reported by the auditor under sub-section (12) of section 143 of theCompanies Act 2013:
There were no frauds which are reported to have been committed by employees or officers of theCompany. The statutory auditors of the Company have vide their report of even date confirmedthat no fraud by the Company and no material fraud on the Company has been noticed or reportedduring the year.
35. DISCLOSURE OF EMPLOYEES REMUNERATION
The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 readRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 isannexed as Annexure-C. The provisions of Rule 5(2) and 5(3) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of theemployees was in receipt of remuneration in excess of the limit prescribed in the said rule during thefinancial year 2025-26.
36. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board has constituted a Corporate Social Responsibility (‘CSR’) Committee in terms of theprovisions of Section 135 of the Act read the rules made thereunder. The details of composition,meetings held, CSR policy and the CSR initiatives undertaken during the year under review arementioned in the Annual Report on CSR activities as annexed in Annexure- D, which forms part of thisreport.
37. WHISTLE BLOWER POLICY / VIGIL MECHANISM
Your Company has formulated a Whistle Blower Policy / Vigil Mechanism, which provides a formalmechanism for all employees and the Directors of the Company to report about unethical behavior,actual or suspected fraud or violation of the Company’s code of conduct or an event he becomesaware of that could have a detrimental effect on the business or reputation of the Company andprovides reassurance that they will be protected from reprisals or victimization for whistle blowing.The Policy has been posted on the Company’s website www.kksilkmills.com . No person was deniedaccess to the Chairperson of the Audit Committee to report any concern. The said Whistle BlowerPolicy has been disseminated on the Company’s website.
38. SEXUAL HARASSMENT & NUMBER OF SEXUAL HARASSMENTCOMPLAINTS RECEIVED DURING THE FINANCIAL YEAR
The Company is committed to uphold and maintain the dignity of women employees and it has inplace a policy which provides for protection against sexual harassment of women at work place andfor prevention and Redressal of such complaints. The Company has not received any complaint ofsexual harassment at workplace during the year.
The below table provides details of complaints received/disposed during the financial year 2025-26:
Number of complaints filed during the financial year
Number of complaints disposed of during the financial year
Number of complaints pending for more than 90 days
39. CORPORATE GOVERNANCE:
Since the Company’s Securities are listed on SME platform of BSE, by virtue of Regulation 15 ofSEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 the compliance with theCorporate Governance provisions as specified in Regulation 17 to 27 and clause (b) to (i) of sub -regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company.Hence corporate Governance does not form part of this Board’s Report.
40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Schedule V of the SEBI (ListingObligation and Disclosure Requirements) Regulation, 2015 forms part of this report as Annexure-E
41. PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Inside Trading Policy in accordance with the requirement ofthe Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The InsideTrading Policy of the Company lays down guidelines and procedure to be followed, and disclosure tobe made while dealing with shares of the Company as well as consequences of violation. The policy hasbeen formulated to regulate, monitor and ensure reporting of deals by employees and to maintain thehighest ethical standards of dealing in the Company’s shares.
The Company had in place a “Code of Conduct for Prevention of Insider Trading and CorporateDisclosure Practices”, in accordance with the SEBI (Prohibition of Insider Trading) Regulations,2015.
Accordingly, the Board approved and adopted:
a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation; and
b. Code of Conduct to Regulate, Monitor and Report Trading by its employees and otherconnected persons.
The code referred to in (a) above is placed on the Company’swebsite www. kksilkmills. com.
42. CODE OF CONDUCT
The Board of Directors of the Company has laid down a Code of Conduct for all the Board Membersand Senior Management personnel of the Company. The Board Members and the Senior Managementpersonnel have confirmed compliance with the code for the financial year 2025-26. The requirementof declaration by chief executive officer stating the compliance with the code of conduct of is notapplicable for the Company listed on SME platform. Therefore, such declaration does not form partof this annual report.
43. CERTIFICATION FROM CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVEOFFICER OF THE COMPANY:
The Company has obtained a compliance certificate in accordance with Regulation 17(8) of listingRegulations from Mr. Naman Shah, Chief Financial Officer of the Company. The same forms a partof this Annual Report and is annexed as “Annexure F”.
44. TRANSFER OF UNCLAIMED SHARES/DIVIDEND AND INTEREST THEREON TOIEPF:
As required under Section 124 of the Act there are no unclaimed shares /dividend and interest thereonlying with the Company for a period of seven years liable to be transferred to the Investor Educationand Protection Fund established by the Central Government.
45. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:
The Company has a policy in place to provide benefits as prescribed under the Maternity Benefit Act,1961. During the year, no women employees requested maternity benefits. However, the Companyremains fully committed to complying with the provisions of the Act and to supporting working mothersby ensuring a gender-inclusive and supportive workplace environment.
46. ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation to the Bankers of the Company,Company’s customers, vendors and investors for their continued support during the year.
The Directors also wish to place on record their appreciation for the dedication and contribution made byemployees at all levels and look forward to their support in future as well.
For and on behalf of the Board of DirectorsFor K K Silk Mills Limited
Sd/- Sd/-
Place: Mumbai Manish Kantilal Shah Nilesh Kantilal Jain
Date: 03/08/2026 DIN: 00040966 DIN: 00040930
Managing Director Wholetime Director