Shree Karni Fabcom Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors are pleased to submit the 2nd Annual Report on the business and operations of your Company ("the
Company" or "SHREE KARNI"), along with the audited financial statements, for the financial year ended March 31,
2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Financial Results for the year ended March 31, 2025 and the corresponding figure for the previous year are as
under:

	Standalone		Consolidated
i cl 1 III*U1 d 1 o	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	16,571.03	13,079.84	16,697.77	13,707.77
Other Income	17.790	3.877	24.852	7.093
Total Income	16,748.93	13,118.61	16,946.29	13,778.70
Total Expenditure	14,699.68	11,422.26	14,786.37	11,875.12
Profit before tax	204.925	1,696.35	2,159.92	1,903.58
Current Tax	47.079	40.202	53.139	40.202
Income tax Adjustment	1.898	949	1.898	949
Deferred Tax Adjustment	4.884	(16.31)	4.884	(16.31)
Profit after Tax	1,510.64	1,301.15	1,510.64	1,471.26
Basic Earnings per share (in f)	2.136	2.501	2.251	2.080

Notes:

• Equity shares are at par value of ?10/- per share.

2. TRANSFER TO RESERVES

We do not propose to transfer any amount to general reserve.

3. DIVIDEND

To strengthen the financial position of the Company and to augment working capital, your directors do not
recommend any dividend for the FY 2025.

4. STATE OF COMPANY''S AFFAIRS

Your Directors are pleased to share the exceptional, operational and financial performance achieved by the Company
even during this turbulent times of inflation, growth slowdown, aggressive interest rate hikes and other geopolitical
factors and its consequent effect on economies of worldwide.

During the FY2025:

0 Revenue from operations at ? 16,697.77 lakhs in FY 25 as compared to ? 13,707.77 lakhs in FY24, translating to a
growth of 21.82% on consolidated basis.

0 PAT at ?1,510.64 lakhs in FY 25 as compared to ^1471.26 lakhs in FY 24, translating to a staggering growth of
2.68% on consolidated basis.

It is expected that the Company will achieve better operation and financial performance in FY2025.

5. CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business / operation of the Company done during the year under review.

6. CHANGE IN NAME AND STATUS OF THE COMPANY

During the financial year, there has been no change in the name or legal status of the Company. The Company
continues to operate under the same name and corporate structure as in the previous year.

7. UTILISATION OF FUNDS RAISED THROUGH IPO

During the year under review, the Company has fully utilized the proceeds raised through Initial Public Offer in line
with the Objects of Issue as mentioned in the Prospectus dated March 12, 2024

8. DEMATERIALISATION OF SHARES

The Company has entered into tripartite agreements for dematerialization of equity shares with the MAS Services
Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31,
2025, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the
Company. The Company ISIN No. is INE0S4Y01010. M/s. MAS Services Limited is the Registrar and Share Transfer
Agent of the Company.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF
FINANCIAL YEAR AND DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred during the period
from the end of the financial year to which the financial statement related till the date of this report except:

10. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the financial year, there has been no alteration in the Memorandum of Association or Articles of Association
of the Company. The existing provisions remain unchanged and continue to govern the operations of the Company.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the changes in the Board of the Company during the year under review:

DIN/PAN	Name	Particulars of Change	Appointment/ Cessation date
BTHPV0375G	Dhiraj Ramkishor Vaishnav	Appointed as Company Secretary & Compliance Officer of the Company1	August 24, 2024

*Mr. Dhiraj Ramkishor Vaishnav has resigned from the position of Company Secretary & Compliance Officer of the
Company w.e.f. August 5, 2025.

# Due to sudden demise of Mr. Sriyans Lunia he ceased to be the Independent Director of the Company w.e.f
31.05.2025

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Radhe Shyam Daga (DIN: 07848061),
Whole Time Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being
eligible, has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice
of AGM for seeking approval of Members at the Annual General Meeting of the Company.. A brief profile of Mr.
Radhe Shyam Daga (DIN: 07848061), has been given in the Notice convening the forthcoming AGM for reference of
the shareholders.

12. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors
has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015 (the Listing Regulations) as emended.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in
the Act and Rules made thereunder.

13. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with
our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its
own performance, as well as the evaluation of the working of Board''s Committees was undertaken. This evaluation is
led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and
effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of
Directors at Board and committee meetings, acquaintance with business, communication inter se board members,
the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of
specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of
the criteria such as the Board composition and structure, effectiveness of Board processes, information and
functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members
on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was
given to them.

14. BOARD MEETING

During the year under review Board met 02-04-2024; 29-05-2024; 24-08-2024; 31-08-2024; 27-09-2024; 12-11¬
2024; 28-11-2024; 07-01-2025; 18-01-2025. There were 9 board meetings held in accordance with the provisions of
Companies Act, 2013.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act,
2013 and SEBI Listing Regulations.

15. MEETING OF THE INDEPENDENT DIRECTORS

During FY2024-25, one meeting of Independent Directors was held without the presence of the Executive Directors
or Management Personnel on March 20, 2025. At such meeting, the Independent Directors have discussed, among
other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy,
leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

16. COMMITTEES OF THE BOARD
A. AUDIT COMMITTEE

The Audit Committee of the Board comprises of: ¹

Name of Directors	Category
Swati Singhania	Independent Director- Chairperson
Rashmi Bihani	Independent Director
Pankaj Kuamr Mohta	Additional Director
Raj Kumar Agarwal	Whole-Time Director

Name of Directors	Category
Swati Singhania	Independent Director- Chairperson
Rashmi Bihani	Independent Director
Pankajkumar Mohta	Additional Director

*Sriyans Lunia demised on May 31, 2025 hence the committee got reconstituted

During the year under review, there has been no instance where the recommendations of the Nomination and
Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and
Remuneration Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI
Listing Regulations although the listing regulation pertaining to Nomination and Remuneration Committee is not
applicable to the Company.

A. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board comprises of:

Name of Directors	Category
Swati Singhania	Independent Director- Chairperson
Rashmi Bihani	Independent Director
Pankajkumar Mohta	Additional Director

*Sriyans Lunia demised on May 31, 2025 hence the committee got reconstituted

During the year under review, there has been no instance where the recommendations of the Stakeholders
Relationship Committee have not been accepted by the Board. The terms of reference of the Stakeholders
Relationship Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing
Regulations although the listing regulation pertaining to Stakeholders Relationship Committee is not applicable to the
Company.

A. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social responsibility Committee of the Board comprises of:

Name of Directors	Category
Radhe Shyam Daga	Wholetime Director- Chairperson
Swati Singhania	Independent Director
Pankaj Kumar Mohta	Additional Director

*Sriyans Lunia demised on May 31, 2025 hence the committee got reconstituted

The CSR policy of the Company can be viewed at www.skflindia.com/code-and-policies/

17. VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing
Regulations the Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees
to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such
mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other
information to the stakeholders, any conduct that results in violation of the Company''s Code of Business Conduct, to
management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any
employee who, based on the employee''s reasonable belief that such conduct or practice have occurred or are
occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on
the Company''s website at https://skflindia.com/wp-content/uploads/2023/12/WHISTLE-BLOWER-POLICY.pdf.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY2024-25.

18. APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the
selection and appointment of Directors and Senior Management Personnel and their remuneration. The Company''s
policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on
the website of the Company at https://skflindia.com/wp-content/uploads/2023/12/Nomination-and-Remuneration-
Policy.pdf.

19. CORPORATE SOCIAL RESPONSIBILITY

The provisions of CSR have become applicable to the Company w.e.f April 2024 as the average net profit for FY
2024 and FY 25 has been exceeded the limit of Rs 5 Crores. The Audited Accounts for FY 2025 were approved by
the Board of Directors on May 29, 2025.

The Company is liable to spend Rs 31.89 Lakhs towards CSR activities during the year 2024-25 as per the
Company''s CSR policy out of which the Company spend Rs 39.67 Lakhs. The CSR report for FY 2025 has been given
in Annexure 1.

20. RISK MANAGEMENT POLICY

Your Company''s Risk Management Framework is designed to enable risks to be identified, assessed and
mitigated appropriately. The Risk Management framework seeks to create transparency, minimize adverse
impact on the business objectives and enhance the Company''s competitive advantage. The Company has
constituted an internal Risk Management Committee. The Board reviews the same from time to time to include
new risk elements and its mitigation plan. Risk identification and its mitigation is a continuous process in our
Company.

21. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company has one associate and one subsidiary LLP. The Company does not have any Joint Venture as on
March 31, 2025.

M/s Textron Fabtech LLP, is an associate of our Company and engaged in the business of manufacturing of
technical textile.

M/s IGK Technical Textiles LLP, is a subsidiary of our company and is a limited liability partnership incorporated
on December 4, 2020, and is engaged in the business of manufacturing and dealing in technical textile.

A statement containing the salient features of the financial statement of the subsidiary/joint venture Company in
the prescribed format AOC-1 is annexed herewith as "Annexure 2".

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated
financial statements of the Company, are available on the website of the Company at www.skflindia.com under
investors'' section. These documents will also be available for inspection till the date of the AGM during business
hours at the Registered Office of the Company.

22. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide
Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as
referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted
from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is also listed on
SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-
AS for preparation of financial statements.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

During the year under review, no significant and material orders have been passed by the Regulators, Courts, or
Tribunals impacting the going concern status of the Company and its operation in the future.

24. AUDITORS & AUDITORS'' REPORT

Board of Directors of the Company at their meeting held on August 24, 2025 based on the recommendation of
the Audit Committee and pursuant to the approval of the shareholders of the Company at their 1st Annual
General Meeting of the Company held on 28.09.2024, had appointed M/s. Baid Agarwal Singhi & Co., Chartered
Accountants, (Firm Registration No. 328671E), as the Statutory Auditors, for a period of 5 (five) years i.e. from
the conclusion of the 1st Annual General Meeting till the conclusion of 6th Annual General Meeting.

25. CORPORATE GOVERNANCE

As the Company is listed on the Emerge platform of NSE, corporate governance provisions as specified in
regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of
Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the
Company for the year under review. However, the Company has complied with the corporate governance
requirement, particularly in relation to appointment of independent directors including woman director in the
Board, constitution of an Audit Committee and Nomination and Remuneration Committee. The Board functions
either on its own or through committees constituted thereof, to oversee specific operational areas.

26. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company
had appointed CS Md. Shahnawaz (Membership No. 21427 CP No. 15076), Practig Company Secretary, to carry
out the Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report submitted by him, for
FY2024-25 is annexed herewith marked as Annexure 4 to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore,
does not call for any further comments.

Board recommends appointment of CS Md. Shahnawaz (Membership No. 21427 CP No. 15076), Practig Company
Secretary as the Secretarial Auditor of the Company for the period of 5 consecutive financial years commeng
from FY 2025-26 and ending in FY 2029-30 subject to the approval of the Shareholders of the Company in the
ensuing Annual General Meeting

27. SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of
Company Secretaries of India (ICSI).

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its
operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the
Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit
Reports are reviewed and discussed with the senior management team. The representative of Statutory Auditors
and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested
by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprise of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;

b) All the Banking transactions are under joint authority and no individual authorization is given;

c) Maker-checker system is in place.

d) Any deviations from the previously approved matter require fresh prior approval.

M/s. R S Y & Co, Chartered Accountants, had carried out Internal Audit of the Company for the FY S2024-25.

29. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of
fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and
Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

30. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the
year ending on March 31, 2025 is available on the Company''s website at www.skflindia.com.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for
which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the
Companies Act, 2013 are disclosed in the notes to account to the financial statements for the financial year
2024-25.

32. DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review. Further, the
Company does not have any outstanding amount qualified as a deposit as on 31st March, 2025.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into related party transaction in ordinary course of business and at arm''s length. As
none of the transactions with any of the related party exceed the 10% of the turnover of the Company, there was
no material related party transaction during the year under review. Thus, the disclosure of particulars of
contracts or arrangements with related parties as prescribed in Form AOC-2 under section 188(1) of the
Companies Act, 2013, is annexed as Annexure 3.

The details of other related party transactions are disclosed in Form AOC - 2, enclosed herewith.

The policy on Related Party Transactions as approved by the Board and is available on the Company''s website:
https://skflindia.com/wp-content/uploads/2023/12/RELATED-PARTY-TRANSACTION-POLICY.pdf .

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The details of conservation of energy and technology absorption are applicable to the Company as the Company
is engaged in the manufacturing activities. Further, the foreign exchange earnings and outgo for the financial
year ended March 31, 2025 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as
Annexure 5 and forms part of this report.

35. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There are no employees who are receiving remuneration exceeding of Rs. eight lakh and fifty thousand per
month or Rs. one crore and two lakh rupees per annum under rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.Details of remuneration and top ten employees has been
annexed as Annexure 6.

36. MAINTENANCE OF COST RECORDS AND COST AUDIT

The requirement of maintenance of cost records as specified by the Central Government under sub-section (1)
of section 148 of the Companies Act, 2013, were applicable to the Company during the year under review and
the same has been duly maintained.

37. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor any proceeding is pending against the
Company under the Insolvency and Bankruptcy Code, 2016

38. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under
review, thus, the details of difference between amount of the valuation done at the time of one time settlement
and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof
are not applicable.

39. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information
and explanations received from the Company, confirm that

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures.

b) The directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit & loss of the company for that period.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating effectively, and

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

40. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the
requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is
displayed on the Company''s website at https://skflindia.com/wp-
content/uploads/2025/05/Code_of_Conduct_for_Prohibition_of_Insider_Trading.pdf .

41. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESS) ACT, 2013

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
thereunder. The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.

The Committee met once during the FY2025 on August 9, 2024.

There was no complaint pending at the beginning and at the end of FY2024-25. No complaints have been
received by the Committee during the FY2024-25.

42. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the statutory benefits prescribed under the Act, including paid maternity
leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks
and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in accordance with
applicable laws.

43. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, a "Management Discussion and
Analysis Report" are set out as a separate section in this Annual Report which forms an integral part of this report.

44. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be
transferred by the Company to the IEPF, established by the Government of India, after the completion of seven
years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the
shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority.

During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend
were unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement
of the IEPF Rules.

Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as
there was no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or
more, no shares are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

45. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its
employee value proposition. Your Company was able to attract and retain best talent in the market and the same
can be felt in the past growth of the Company. The Company is constantly working on providing the best working
environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective;
your company makes all efforts on training. Your Company shall always place all necessary emphasis on
continuous development of its Human Resources. The belief "Great People create Great Organization" has been at
the core of the Company''s approach to its people.

46. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no
transactions on these items during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees
or by trustees for the benefit of employees.

47. GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an
electronic copy of the Notice of the 2nd Annual General Meeting of the Company along with a copy of the Annual
Report is being sent to all Members whose email addresses are registered with the Company/ Depository
Participant(s) and will is also available at the Company''s website at https://skflindia.com/.

48. ACKNOWLDGEMENTS

Your Directors take this opportunity to express their sincere thanks to the Central Government and Governments
of various states, Financial Institutions, Bankers and Customers for their co-operation and assistance extended.
Your Directors also wish to express their deep appreciation for the integrity and hard work of all the employees of
the Company at all levels to cope-up the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support
received from the shareholders.

For and on behalf of the Board of Directors
SHREE KARNI FABCOM LIMITED

Date: September 8, 2025

Radhe Shyam Daga Rajiv Lakhotia
(Whole Time Director) (Managing Director)

DIN: 07848061 DIN:02939190
Place: Surat Place:Kolkata

1

Sriyans Lunia demised on May 31, 2025 hence the committee got reconstituted

During the year under review, there has been no instance where the recommendations of the Audit Committee have
not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provision
of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to
Audit Committee is not applicable to the Company.

A. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of:

---

Mar 31, 2024

Your Directors are pleased to submit the 1st Annual Report on the business and operations of your Company ("the Company" or "SHREE KARNI"), along with the audited financial statements, for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required

1. FINANCIAL SUMMERY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Financial Results for the year ended March 31,2024 and the corresponding figure for the previous year are as under:

('' in Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	13,079.84	12,694.65	13,707.77	12,694.65
Other Income	38.77	9.40	70.93	9.40
Total Income	13,118.61	12,704.05	13,778.70	12,704.05
Total Expenditure	11,422.26	11,992.05	11,875.12	11,992.05
Profit before tax	1,696.35	712	1,903.58	712
Current Tax	402.02	250.23	402.02	250.23
Income tax Adjustment	9.49	-	9.49	-
Deferred Tax Adjustment	(16.31)	-	(16.31)	-
Profit after Tax	1,301.15	461.77	1,471.27	461.77
Basic Earnings per share (in ?)	18.40	6.53	20.80	6.53

Notes:

• Equity shares are at par value of f10/- per share.

• 18,72,000 equity shares were allotted pursuant to Initial Public Offer ("IPO") on March 12, 2024.

2. TRANSFER TO RESERVES

We do not propose to transfer any amount to general reserve.

3. DIVIDEND

To strengthen the financial position of the Company and to augment working capital, your directors do not recommend any dividend for the FY 2024.

4. STATE OF COMPANY''S AFFAIRS

Your Directors are pleased to share the exceptional, operational and financial performance achieved by the Company even during this turbulent times of inflation, growth slowdown, aggressive interest rate hikes and other geopolitical factors and its consequent effect on economies of worldwide.

During the FY2024:

> Revenue from operations at ? 13,707.77 lakhs in FY 24 as compared to ? 12,694.65 lakhs in FY23, translating to a growth of 3.03% on consolidated basis.

> PAT at T1471.27 lakhs in FY 24 as compared to T461.77 lakhs in FY 23, translating to a staggering growth of 218.62% on consolidated basis.

It is expected that the Company will achieve better operation and financial performance in FY2025.

5. CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business / operation of the Company done during the year under review.

6. CHANGE IN NAME AND STATUS OF THE COMPANY

The Company was originally formed as a limited liability partnership in the name and style of "Shree Karni Fabcom LLP” bearing LLP identification number AAM-1759 pursuant to a certificate of incorporation date March 7, 2018 issued by the Registrar of Companies, Gujarat at Ahmadabad. Subsequently, pursuant to a resolution passed in the meeting of a partners held on November 26, 2022, Shree Karni Fabcom LLP was converted into a private limited company under the name ''Shree Karni Fabcom Private Limited'' and a certificate of incorporation dated April 11,2023 was issued by the Registrar of Companies, Central Registration Centre. Subsequently, pursuant to a resolution passed by our Board of Director in their meeting held on October 3, 2023 and by the shareholders at an extra-ordinary general meeting held on October 10, 2023 our company was converted into a public limited company and consequently the name of our company was change to "Shree Karni Fabcom Limited” and a fresh certificate of incorporation dated October 20, 2023 was issued by the Registrar of Company, Gujarat at Ahmedabad. The Corporate Identification Number of our Company is U47820GJ2023PLC140106.

7. INITIAL PUBLIC ISSUE

The Company has successfully completed the Initial Public Offer (IPO). In the IPO, 18,72,000 Equity Shares of ''10/- each at a issue price of '' 227/- per share aggregating to ''187.20 Lakhs which was oversubscribed by 275.16 times. The issue was opened for subscription on March 6, 2024 and closed on March 11, 2024. The Board has allotted 18,72,000 Equity Shares of ''227/- each to the successful applicant on March 12, 2024. The equity shares of the Shree Karni Fabcom Limited got listed on March 14, 2024 on the NSE EMERGE. As on March, 31, 2024 the Authorised Share Capital of the Company is '' 8,00,00,000 divided into 80,00,000 Equity Shares of ''10/- each. The Paid up Share Capital of the Company is '' 7,07,20,000 divided into 70,72,000 Equity Shares of ''10/- each.

8. UTILISATION OF FUNDS RAISED THROUGH IPO

During the year under review, the Company has come up with Initial Public offer of 18,72,000 Equity Shares for cash at a price of ''227/- per Equity Shares (including a premium of Rs 217/- per Equity Shares), aggregating to '' 42.49 crores. Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby confirmed that there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated March 12, 2024.

9. DEMATERIALISATION OF SHARES

During the year under review, the Company has entered into tripartite agreements for dematerialization of equity shares with the MAS Services Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2024, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company. The Company ISIN No. is INE0S4Y01010. M/s. MAS Services Limited is the Registrar and Share Transfer Agent of the Company.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred during the period from the end of the financial year to which the financial statement related till the date of this report except:

11. SHARE CAPITAL AND INITIAL PUBLIC OFFERING OF YOUR COMPANY

The Company has successfully completed the maiden Initial Public Offer (IPO). In the IPO, 18,72,000 Equity Shares of Rs 10/- each was offered by the Company for subscription at an issue price of Rs 227/- per shares. The issue was opened for subscription on March 6, 2024 and closed on March 11, 2024. The Board has allotted 18,72,000 Equity Shares of Rs 10/-each to the successful applicant on March 12, 2024. The equity shares of the Shree Karni Fabcom Limited got listed on March 14, 2024 on the NSE Emerge. Your company share price debuted on National Stock Exchange of India Limited at Rs 260/- per share, a premium of 14 % over its issue price

As on March 31,2024, share capital of the Company was 70,72,000 Equity Shares of face value of Rs 10 each.

12. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the FY 2023-24, the Company has increased its authorised capital from '' 1,00,00,000 (Rupees One Crore) to ''8,00,00,000 (Rupees Eight Crores) and consequently altered its capital clauses in the Memorandum of Association. Further, there was alteration in the articles of Association of company for Adoption of new set of Articles of Association of the Company pursuant to the Companies Act, 2013 and upon conversion to a Public Limited Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the changes in the Board of the Company during the year under review:

DIN/PAN	Name	Particulars of Change	Appointment/Cessation date
02939190	Rajiv Lakhotia	Appointed as Managing Director	October 10, 2023
07848061	Radhe Shyam Daga	Appointed as Whole Time Director	October 10, 2023
08156230	Manoj Kumar Karnani	Appointed as Whole Time Director	October 10, 2023
09748957	Raj Kumar Agarwal	Appointed as Whole Time Director	October 10, 2023
07062288	Rashmi Bihani	Appointed as Independent Director	October 10, 2023
08178507	Sriyans Lunia	Appointed as Independent Director	November 1,2023
03610903	Swati Singhania	Appointed as Independent Director	October 10, 2023
AJIPL3769J	Arbind Kumar Lahoty	Appointed as Chief Financial Officer	November 9, 2023
BHDPC0836R	Jyoti Chitlangiya*	Appointed as Company Secretary	November 9, 2023

*Mrs. Jyoti Chitlangiya, Company Secretary & Compliance Officer of the Company tendered her resignation from the position of the Company Secretary & Compliance Officer of the Company with effect from May 29, 2024

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Rajiv Lakhotia (DIN: 02939190), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief profile of Mr. Rajiv Lakhotia (DIN: 02939190), will be given in the Notice convening the forthcoming AGM for reference of the shareholders.

14. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) as emended.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Board''s Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors.

16. BOARD MEETING

During the year under review Board met 25-04-2023; 10-05-2023; 06-06-2023; 12-06-2023; 07-07-2023; 15-07-2023; 3108-2023; 01-09-2023; 13-09-2023; 30-09-2023; 03-10-2023; 15-10-2023; 18-10-2023; 31-10-2023; 06-11-2023; 09-11-2023; 12-12-2023; 15-12-2023; 22-12-2023; 27-12-2023; 26-02-2024 and 12-03-2024. There were 22 board meetings held in accordance with the provisions of Companies Act, 2013.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

17. MEETING OF THE INDEPENDENT DIRECTORS

During FY2023-24, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on March 30, 2024. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

18. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

Name of Directors	Category
Ms. Rashmi Bihani	Independent Director
Ms. Swati Singhania	Independent Director
Mr. Sriyans Lunia	Chairperson
Mr. Raj Kumar Agarwal	Whole-Time Director

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Audit Committee is not applicable to the Company.

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of:

Name of Directors	Category
Ms. Rashmi Bihani	Independent Director
Ms. Swati Singhania	Independent Director
Mr. Sriyans Lunia	Chairperson

During the year under review, there has been no instance where the recommendations of the Nomination and Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and Remuneration Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Nomination and Remuneration Committee is not applicable to the Company.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board comprises of:

Name of Directors	Category
Ms. Rashmi Bihani	Independent Director
Ms. Swati Singhania	Independent Director
Mr. Sriyans Lunia	Chairperson

During the year under review, there has been no instance where the recommendations of the Stakeholders Relationship Committee have not been accepted by the Board. The terms of reference of the Stakeholders Relationship Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Stakeholders Relationship Committee is not applicable to the Company.

19. VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations the Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company''s Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee''s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Company''s website at www.skflindia.com.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY2023-24.

20. APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Company''s policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at www.skflindia.com.

21. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provision of Section 135 of the Companies Act, 2013 and the rules made thereunder were not applicable to the Company. Further, the Company had undertaken IPO during the year under review and at that time CSR Committee were also constituted and CSR policy were adopted considering the expected profit for FY 2024. The provisions of CSR have become applicable to the Company w.e.f April 2024 as the net profit for FY 2024 exceeded the limit of Rs 5 Crores. The Audited Accounts for FY 2024 were approved by the Board of Directors on May 29, 2024.

The Company is liable to spend Rs 33.93 Lakhs towards CSR activities as per the Company''s CSR policy. The CSR report for FY 2024 was not applicable as the Company was not covered by the provision of Section 135 of the Companies Act, 2013. The Corporate Social responsibility Committee of the Board comprises of:

Name of Directors	Category
Ms. Swati Singhania	Independent Director
Mr. Sriyans Lunia	Chairperson
Mr. Radhe Shyam Daga	Whole-time Director

The CSR policy of the Company can be viewed at www.skflindia.com/code-and-policies/

22. RISK MANAGEMENT POLICY

Your Company''s Risk Management Framework is designed to enable risks to be identified, assessed and mitigated appropriately. The Risk Management framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

The Company has constituted an internal Risk Management Committee. The Board reviews the same from time to time to include new risk elements and its mitigation plan. Risk identification and its mitigation is a continuous process in our Company.

23. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company has one associate and one subsidiary LLP. The Company does not have any Joint Venture as on March 31, 2024.

M/s Textron Fabtech LLP, is an associate of our Company and engaged in the business of manufacturing of technical textile. M/s IGK Technical Textiles LLP, is a subsidiary of our company and is a limited liability partnership incorporated on December 4, 2020, and is engaged in the business of manufacturing and dealing in technical textile.

A statement containing the salient features of the financial statement of the subsidiary/joint venture Company in the prescribed format AOC-1 is annexed herewith as "Annexure 1”.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of the subsidiary, are available on the website of the Company at www.umaexports.net.in under investors'' section. These documents will also be available for inspection till the date of the AGM during business hours at the Registered Office of the Company.

24. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements

of adoption of IND-AS w.e.f. 1st April, 2017.As your Company is also listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by the Regulators, Courts, or Tribunals impacting the going concern status of the Company and its operation in the future.

26. AUDITORS & AUDITORS'' REPORT

The Company''s Statutory Auditors M/s. Giriraj Bhutra & Co., (FRN 143965W), has resigned from the office of Statutory Auditors of the Company on October 15, 2023, resulting into a casual vacancy in the office of Auditors.

Thereafter, M/s. Baid Agarwal Singhi & Co, Chartered Accountants (Firm Registration No. 328671E) was appointed as the Statutory Auditors of the Company to fill such casual vacancy on October 15, 2023 at an Extra Ordinary General Meeting, who will hold the office till the conclusion of ensuing Annual General Meeting.

M/s. Baid Agarwal Singhi & Co., Chartered Accountants, are eligible to be re-appointed for a term of 5 (five) years, in terms of provisions of Sections 139 and 141 of the Act, read with the Rules made thereunder.

Accordingly, the Board of Directors of the Company at their meeting held on August 24, 2024 based on the recommendation of the Audit Committee and subject to the approval of the shareholders of the Company at the ensuing AGM, recommended appointment of M/s. Baid Agarwal Singhi & Co., Chartered Accountants, (Firm Registration No. 328671E), shall be appointed as the Statutory Auditors, for a period of 5 (five) years i.e. from the conclusion of the ensuing 1st Annual General Meeting till the conclusion of 6th Annual General Meeting.

27. CORPORATE GOVERNANCE

As the Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, the requirement specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company. In additions to the applicable provisions of the Companies Act, 2013 will be applicable to the company immediately up on the listing of Equity Shares on the Stock Exchanges. However, the Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director in the Board, constitution of an Audit Committee and Nomination and Remuneration Committee. The Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

28. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed CS Md. Shahnawaz (Membership No. 21427 CP No. 15076), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the FY2023-24. The Secretarial Audit Report submitted by him, for FY2023-24 is annexed herewith marked as "Annexure 2” to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.

29. SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

I nternal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the senior management team. The representative of Statutory Auditors and the Internal

Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprise of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;

b) All the Banking transactions are under joint authority and no individual authorization is given;

c) Maker-checker system is in place.

d) Any deviations from the previously approved matter require fresh prior approval.

M/s. R S Y & Co, Chartered Accountants, had carried out Internal Audit of the Company for the FY2023-24.

31. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

32. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31,2024 is available on the Company''s website at www.skflindia.com.

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to account to the financial statements for the financial year 2023-24.

34. DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review. Further, the Company does not have any outstanding amount qualified as a deposit as on 31st March 2024.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into related party transaction in ordinary course of business and at arm''s length. As none of the transactions with any of the related party exceed the 10% of the turnover of the Company, there was no material related party transaction during the year under review. Thus, the disclosure of particulars of contracts or arrangements with related parties as prescribed in Form AOC-2 under section 188(1) of the Companies Act, 2013, during the financial year ended March 31,2024, is not applicable.

The details of other related party transactions are disclosed in Form AOC - 2, enclosed herewith.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website: https://skflindia. com/code-and-policies/

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

The details of conservation of energy and technology absorption are applicable to the Company as the Company is engaged in the manufacturing activities. Further, the foreign exchange earnings and outgo for the financial year ended March 31, 2024 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as "Annexure 3” and forms part of this report.

37. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate "Annexure-4” forming part of this report.

38. MAINTENANCE OF COST RECORDS AND COST AUDIT

The requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

39. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

41. DIRECTOR''S RESPONSIBILITY STATEMENT

The Director''s Responsibility Statement referred to in clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013 shall state that

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The directors has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the company for that period.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The directors has prepared the annual accounts on a going concern basis;

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

42. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company''s website at www.skflindia.com.

43. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.

The Committee met once during the FY2024 on March 30, 2024.

There was no complaint pending at the beginning and at the end of FY2023-24. No complaints have been received by the Committee during the FY2023-24.

44. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, a "Management Discussion and Analysis Report” are set out as a separate section in this Annual Report which forms an integral part of this report.

46. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company

to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority.

During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend were unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the IEPF Rules.

Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there was no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, no shares are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

47. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company makes all efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief "Great People create Great Organization” has been at the core of the Company''s approach to its people.

48. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

49. ACKNOWLDGEMENTS

Your Directors take this opportunity to express their sincere thanks to the Central Government and Governments of various states, Financial Institutions, Bankers and Customers for their co-operation and assistance extended.

Your Directors also wish to express their deep appreciation for the integrity and hard work of all the employees of the Company at all levels to cope-up the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support received from the shareholders.

For and on behalf of the Board of Directors SHREE KARNI FABCOM LIMITED

RAJIV LAKHOTIA RADHE SHYAM DAGA

Date: May 29, 2024 (Managing Director) (Whole Time Director)

Place: Surat DIN: 02939190 DIN: 07848061