K K Silk Mills Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2026

Your Directors have pleasure in presenting their 34th Annual Report together with the Audited Accounts
for 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 and
amortization expense

210.03

210.03

Less: Exceptional Items

'''' -

¦'' -

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) to
Rs. 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 Crore
Twenty 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/- (Rupees
Fourteen Crore Ninety-Three Lakh Ninety-Three Thousand Six Hundred Rupees) divided into
1,49,39,360 (Rupees One Crore Forty Nine Lakh Thirty Nine Thousand Three Hundred Sixty) Equity
shares of Rs. 10/- (Rupees ten only) each. and at the end of the year is Rs. 2,24,39,360 (Rupees
Twenty-two crore forty-three lakh ninety-three thousand six hundred) divided into (Two crore twenty-four
lakh thirty-nine thousand three hundred sixty rupees)

During the year under review, the Company was successfully listed on the BSE Limited, marking a
significant milestone in its growth journey. Pursuant to the Initial Public Offering (IPO), the
Company raised capital through the issuance and allotment of 75,00,000 (Seventy-Five Lakh) Equity
Shares 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 in
the Prospectus.

4. LISTING FEE:

The Company confirms that the annual listing fee to BSE Limited for the financial year 2026-27 has
been 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 any
dividend on equity shares.

7. PUBLIC DEPOSIT

Your Company did not raise any public deposit during the year. Further the Company has complied
with 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 applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are
adequate and operating effectively. During the year under review, the Company was in compliance
with the Secretarial Standards (SS) i.e., SS - 1 and SS - 2, relating to “Meetings of the Board of
Directors” and “General Meetings”, respectively.

10. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions
within the specified time limit.

11. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with the workers and
employees at all levels.

12. NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BE
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

As on the date of this Report, the Company does not have any subsidiary, joint venture, or associate
Company. Accordingly, the provisions relating to subsidiary, joint venture, and associate companies are
not applicable to the Company during the year under review.Therefore, there was no requirement of
disclosure in Form AOC -1.

13. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:

Your Company has a well-defined risk management framework in place. The risk management
framework works at various levels across the enterprise. These levels form the strategic defense cover
of the Company’s risk management. Though the various risks associated with the business cannot be
eliminated completely, all efforts are made to minimize the impact of such risks on the operations of
the Company.

14. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company’s policies, safeguarding of its assets, prevention and
detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records
and timely preparation of reliable financial disclosures. The Company on various activities also puts
necessary internal control systems in place to ensure that business operations are directed towards
attaining 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 basis
and were in the ordinary course of business. Particulars of contract or arrangements with related
parties 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 has
formulated a Policy on Related Party Transactions which is available on Company’s website.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR
COURTS OR TRIBUNALS

There were no significant and material orders passed by any Regulators or Court or Tribunal which
would 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 186
of 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 the
Company:

ii. Key Managerial Personnel

Pursuant to the Section 2(51) and provisions of Section 203 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key
Managerial 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) of
the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of
the 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 possess
relevant expertise and experience.In terms of regulation 25(8) of the Listing Regulations, they have
confirmed that they are not aware of any circumstances or situation which exist or may be reasonably
anticipated that could impair or impact their ability to discharge their duties. Based on the declarations
received from the independent Directors, the Board has confirmed that they meet the criteria of
independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are
independent of the management.

iv. Annual Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual Directors pursuant to the provisions of Sections 134, 178 and Schedule IV
of the Companies Act, 2013. Evaluation was done after taking into consideration inputs received from
the Directors, covering various aspects of the Board’s functioning such as adequacy of the
composition of the Board and its Committees, performance of specific duties, independence, ethics
and values, attendance and contribution at meetings etc.

The performance of the Independent Directors was evaluated individually by the Board after seeking
inputs 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 the
Committee members based on the criteria such as the composition of Committees, effectiveness of
Committee meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the contribution of the
individual Director during Board and Committee meetings.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, and the
performance of the Chairman was evaluated, taking into account the views of executive Directors and
non-executive Directors. The Independent Directors also assessed the quality, frequency and
timeliness of flow of information between the Board and the management that is necessary for
effective 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 Directors
inter-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 the
Company;

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 the
Regulatory 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 the
Programme is uploaded on the website of the Company which can be accessed at
www. 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 is
responsible for formulating the criteria for determining qualification, positive attributes and independence
of a Director. The Nomination & Remuneration Committee is also responsible for recommending to the
Board a policy relating to the remuneration of the Directors, Key Managerial Personal and other
employees. In line with this requirement, the Board has formulated a policy which is uploaded on the
website 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 of
companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any
such 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 prescribed
by the Companies Act, 2013.

B. Attendance of Directors at Board meetings held during the year:

Sr. No.

Name of Director

Category of
Director

No. of Board
Meetings
attended

Attendance at the
last AGM

1.

Asha Manish Shah
(DIN: 00041005)

Director

24 of 24

Yes

2.

Manish Kantilal Shah
(DIN: 00040966)

Managing

Director

24 of 24

Yes

3.

Nilesh Kantilal Jain
(DIN: 00040930)

Whole-time

Director

24 of 24

Yes

4.

Priyanka Mayuresh Oka
(DIN: 08066379)

Independent

Director

24 of 24

Yes

5.

Naina Israni
(DIN: 10410689)

Independent

Director

24 of 24

Yes

C. Separate Meeting of Independent Directors:

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing
Regulations, 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, to
discuss 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 of
executive Directors and non-executive Directors;

iii) Assess the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform their
duties; and

All Independent Directors were present at the meeting, deliberated on the above and expressed their
satisfaction 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 of
reference of the Committees, Committees Membership and attendance at Meetings of the Committees
are provided as follows:

A. Audit Committee

The Composition and quorum of the Audit Committee is in accordance with Section 177 of the
Companies Act, 2013. All members of the Audit Committee possess financial/accounting
expertise/exposure.

The Audit committee met thirteen (13) times during the financial year 2025-26. The Committee met
on 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, 29th
November, 2025, 1st December, 2025 and 24th December, 2025. The Necessary quorum was present for
all Meetings. The table below provides composition and attendance of the Audit Committee.

Sr.

No.

Name

Category

Meetings

Attended

1.

Manish Kantilal Shah
(DIN: 00040966)

Member & Managing
. Director

13 of 13

2.

Naina Israni
(DIN: 10410689)

Member & Independent
Director

13 of 13

3.

Priyanka Mayuresh Oka
(DIN: 08066379)

Chairman & Independent
. .Director

13 of 13

The primary objective of the Committee is to monitor and provide an effective supervision of the
Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest
level of transparency, integrity and quality of financial reporting and its Compliances with the legal
and regulatory requirements. The committee oversees the work carried out in the financial reporting
process by the Management and the Statutory Auditors and, note the process and safeguards
employed by each of them.

Term of reference:

The term of reference, role, powers, rights, authority and obligations of the Audit Committee are in
conformity with the applicable provisions of the Companies Act, 2013 and Listing Obligation
Requirements (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 remuneration
of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also
lays 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 and
Remuneration Committee.

Sr

No.

Name

Category

Meetings

Attended

1

Asha Manish Shah
(DIN: 00041005)

Member & Director

1 of 1

2.

Naina Israni
(DIN: 10410689)

Member & Independent Director

1 of 1

3.

Priyanka Mayuresh Oka
(DIN: 08066379)

Chairman & Independent
Director

1 of 1

C. Stakeholders Relationship Committee;

The Shareholders/Investors Grievance Committee as Stakeholders Relationship Committee is
constituted in accordance with the provisions of the Companies Act, 2013.

The Stakeholders Relationship Committee met one (1) time during the financial year 2025-26. The
Committee met on 3rd April, 2025. The necessary quorum was present for the Meeting. The table
below provides composition and attendance of the Stakeholders Relationship Committee.

Sr

No.

Name

Category

Meetings

Attended

1.

Naina Israni
(DIN: 10410689)

Member & Independent Director

1 of 1

2.

Priyanka Mayuresh Oka
(DIN: 08066379)

Chairman & Independent Director

1 of 1

3.

Nilesh Kantilal Jain
(DIN: 00040930)

Member & Whole Time Director

1 of 1

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 24th
December, 2025 . The necessary quorum as decided by the board while constituting the committee was
present for the Meeting. The table below provides composition and attendance of the Allotment
Committee.

Sr

No.

Name

Category

Meetings

Attended

1.

Naina Israni
(DIN: 10410689)

Member & Independent Director

1 of 1

2.

Priyanka Mayuresh Oka
(DIN: 08066379)

Chairman & Independent Director

1 of 1

3.

Nilesh Kantilal Jain
(DIN: 00040930)

Member & Whole Time Director

1 of 1

22. MEETING OF MEMBERS OF THE COMPANY:

During the year, 33rd Annual General Meeting of the Company was held on 29th September, 2025 at
Registered 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 was
held 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 FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL 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 the
financial position of the Company that have occurred between the end of the financial year to which these
financial statements relate and the date of this Report.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNING AND OUTGO

(a) Conservation of energy

(i)

the effort made towards technology absorption

Nil

(ii)

the benefits derived like product improvement cost reduction
product development or import substitution

Nil

(iii)

in case of imported technology (important during the last
threeyears reckoned from the beginning of the financial year)

Nil

(a) the details of technology imported

(iv)

(b) the year of import;

Nil

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

(i)

the effort made towards technology absorption

Nil

(b) Technology absorption

(i)

the steps taken or impact on
conservation ofenergy

Company''s operation does not
consume significant amount of energy.

(ii)

the steps taken by the Company for

Not applicable, in view of comments in

utilizing alternate sources of energy.

clause (i)

(iii)

The capital investment on energy

Not applicable, in view of comments in

conservation equipment''s

clause (i)

(c) Foreign Exchange earnings and outgo

Expenditure in Foreign Currency: -0.50
Earnings in Foreign Exchange: 0

25. WEBLINK OF ANNUAL RETURN:

In accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Amendment Rules, 2021, The Annual Return as referred in Section 134(3)(a) of the
Act for the financial year ended March 31, 2026 is available on the website of the Company
www. kksilkmills. com

26. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained
by them, your Directors make the following statements in terms of the Section 134(3)(c) of the
Companies 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 relating
to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as “Significant Accounting
Policies” have been selected and applied consistently and judgments and estimates have been made
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company 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 in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company 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 adequate
and were operating effectively;

(vi) Those proper systems to ensure compliance with the provisions of all applicable laws were in
place 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 admitted
capital 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 and
listed capital.

29. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of
the Company under Insolvency and Bankruptcy Code, 2016.

30. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of Loans taken from Banks and
Financial Institutions.

31. INVESTORS CORRESPONDENCE
MUFG Intime India Private Limited

C-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai - 400083. Tel
No: 91 (22) - 4918 6000
Fax No: 91 (22) 2820 7207

Email-id: [email protected] 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, Chartered
Accountants have been appointed as the statutory auditors of the Company to hold the office from
financial year 2024-25 till financial year 2028-29 in accordance with the provisions of section 141 of
Companies Act, 2013.

b. Internal Auditor

The provision of Section 138 of the Companies Act, 2013 is applicable to Company and Company has
appointed M/s. N G Jain & CO, to carry out internal Audit for the financial year 2025-26 based on the
recommendation 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 the
Company for the Financial Year 2025-26. A Secretarial Auditor Report in Form MR-3 given by
M/s. Nidhi Bajaj & Associates for the Financial Year ended on 31st March, 2026 has been provided
in
“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 thus
the Company has appointed Satish Kumar Gupta, Cost Accountants to carry out the cost audit for the
financial year 2025-26.

34. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

a) Statutory Auditors Qualification:

There were no qualifications, reservations or adverse remarks made by the Auditor in his report made
for the financial year under review. The financial statements of the Company for the financial year
2025-26 is unmodified & self-explanatory and therefore do not call for any comments under Section
134 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 his
report made for the financial year under review.

c) Details of fraud reported by the auditor under sub-section (12) of section 143 of the
Companies Act 2013:

There were no frauds which are reported to have been committed by employees or officers of the
Company. The statutory auditors of the Company have vide their report of even date confirmed
that no fraud by the Company and no material fraud on the Company has been noticed or reported
during the year.

35. DISCLOSURE OF EMPLOYEES REMUNERATION

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 read
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed 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 the
employees was in receipt of remuneration in excess of the limit prescribed in the said rule during the
financial year 2025-26.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted a Corporate Social Responsibility (‘CSR’) Committee in terms of the
provisions 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 are
mentioned in the Annual Report on CSR activities as annexed in
Annexure- D, which forms part of this
report.

37. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has formulated a Whistle Blower Policy / Vigil Mechanism, which provides a formal
mechanism 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 becomes
aware of that could have a detrimental effect on the business or reputation of the Company and
provides 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 denied
access to the Chairperson of the Audit Committee to report any concern. The said Whistle Blower
Policy has been disseminated on the Company’s website.

38. SEXUAL HARASSMENT & NUMBER OF SEXUAL HARASSMENT
COMPLAINTS RECEIVED DURING THE FINANCIAL YEAR

The Company is committed to uphold and maintain the dignity of women employees and it has in
place a policy which provides for protection against sexual harassment of women at work place and
for prevention and Redressal of such complaints. The Company has not received any complaint of
sexual 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

Nil

Number of complaints disposed of during the financial year

Nil

Number of complaints pending for more than 90 days

Nil

39. CORPORATE GOVERNANCE:

Since the Company’s Securities are listed on SME platform of BSE, by virtue of Regulation 15 of
SEBI (Listing Obligation & Disclosure Requirements) Regulation, 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 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 (Listing
Obligation 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 of
the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Inside
Trading Policy of the Company lays down guidelines and procedure to be followed, and disclosure to
be made while dealing with shares of the Company as well as consequences of violation. The policy has
been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the
highest ethical standards of dealing in the Company’s shares.

The Company had in place a “Code of Conduct for Prevention of Insider Trading and Corporate
Disclosure 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 Sensitive
Information; and

b. Code of Conduct to Regulate, Monitor and Report Trading by its employees and other
connected persons.

The code referred to in (a) above is placed on the Company’s
website
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 Members
and Senior Management personnel of the Company. The Board Members and the Senior Management
personnel have confirmed compliance with the code for the financial year 2025-26. The requirement
of declaration by chief executive officer stating the compliance with the code of conduct of is not
applicable for the Company listed on SME platform. Therefore, such declaration does not form part
of this annual report.

43. CERTIFICATION FROM CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE
OFFICER OF THE COMPANY:

The Company has obtained a compliance certificate in accordance with Regulation 17(8) of listing
Regulations from Mr. Naman Shah, Chief Financial Officer of the Company. The same forms a part
of this Annual Report and is annexed as
“Annexure F”.

44. TRANSFER OF UNCLAIMED SHARES/DIVIDEND AND INTEREST THEREON TO
IEPF:

As required under Section 124 of the Act there are no unclaimed shares /dividend and interest thereon
lying with the Company for a period of seven years liable to be transferred to the Investor Education
and 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 Company
remains fully committed to complying with the provisions of the Act and to supporting working mothers
by 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 by
employees at all levels and look forward to their support in future as well.

For and on behalf of the Board of Directors
For 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

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

Notifications
Settings
Clear Notifications
Notifications
Use the toggle to switch on notifications
  • Block for 8 hours
  • Block for 12 hours
  • Block for 24 hours
  • Don't block
Gender
Select your Gender
  • Male
  • Female
  • Others
Age
Select your Age Range
  • Under 18
  • 18 to 25
  • 26 to 35
  • 36 to 45
  • 45 to 55
  • 55+