Shree Karni Fabcom Ltd Directors Report

TO,

THE MEMBERS,

SHREE KARNI FABCOM LIMITED

Your Directors are pleased to submit the 3rd 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, 2026. 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, 2026 and the corresponding figure for the previous year are as under:

(Rs in Lakhs except EPS)

Particulars	Standalone 2025-26	Standalone 2024-25	Consolidated 2025-26	Consolidated 2024-25
Revenue from Operations	20,295.33	16,571.03	20,354.41	16,697.77
Other Income	230.30	177.90	488.08	248.52
Total Income	20,525.63	16,748.93	20,842.49	16,946.29
Total Expenditure	18,460.66	14,699.68	18,755.59	14,786.37
Profit before tax	2,064.97	2049.25	2,086.90	2,159.92
Current Tax	417.13	470.79	426.15	531.39
Income tax Adjustment	11.89	18.98	11.89	18.98
Deferred Tax Adjustment	112.40	48.84	112.40	48.84
Adjustment from Subsidiaries and Associates	-	-	(12.92)	(50.07)
Profit for the period	1,523.55	1,510.64	1,523.54	1,510.64
Basic Earnings per share (in Rs )	21.08	21.36	21.08	21.36

Notes:

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

2. TRANSFER TO RESERVES

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

3. DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs 0.25 per equity share (2.5%) on the equity shares of face value Rs 10 each for the financial year ended March 31, 2026, subject to the approval of the Members at the ensuing Annual General Meeting ("AGM").

The Board of Directors approved the recommendation of the final dividend at its meeting held on May 21, 2026. Once approved by the Members at the AGM, the dividend will be paid within the prescribed statutory timelines to those Members whose names appear in the Register of Members of the Company or in the records of the Depositories as the beneficial owners of the equity shares as on the Record Date fixed for the purpose.

The final dividend is in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws.

4. ALLOTMENT OF EQUITY SHARES AND WARRANTS PURSUANT TO PREFERENTIAL ISSUE

A. EQUITY SHARES

Pursuant to the resolution passed by the Board of Directors at their duly convened Board Meeting held on April 2, 2025 the Company has approved allotment of 1,56,750 equity shares of face value Rs 10 each at a price of Rs 765 per share (including a premium of Rs 755 per share) on a preferential basis. The total amount raised through this issue aggregates to Rs 1,199.14 Lakhs, including shares premium amounting to Rs 1,183.46 Lakhs.

B. WARRANTS

Pursuant to the resolution passed by the Board of Directors at their duly convened Board Meeting held on April 2, 2025 the Company has approved allotment of 3,15,000 share warrants, each convertible into or exchangeable for one fully paid equity share of the Company of face value Rs 10 each at a price of Rs 765 per warrant (including a premium of Rs 755 per warrant). The total amount to be raised through this issue aggregates to Rs 2,409.75 Lakhs.

Till March 31, 2026, the Company has received Rs 602.44 Lakhs towards the aforesaid preferential issue of share warrants. The equity shares underlying these warrants are yet to be allotted.

5. STATE OF COMPANYS AFFAIRS

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

During the FY2026:

- On a consolidated basis, revenue from operations stood at Rs 20,354.41 lakhs in FY26 as against Rs 16,697.77 lakhs in FY25, reflecting a year-on-year growth of 21.90%.

- On a consolidated basis, Profit After Tax (PAT) remained resilient at Rs 1,523.54 lakhs in FY26 as against Rs 1,510.64 lakhs in FY25, registering a year-on-year growth of 0.85%.

The Company remains optimistic about improving its operational and financial performance in FY2027.

6. CHANGE IN THE NATURE OF BUSINESS

The nature of the Companys business and operations remained unchanged during the year under review.

7. 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.

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, 2026, 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

In order to optimize its operational capabilities, enhance overall business profitability, and mitigate geopolitical risks the Board of Directors of the Company has approved the closure of its stitching unit at their Board Meeting held on June 24, 2026.

10. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the year under review, there was no alteration in the Memorandum of Association or the Articles of Association of the Company. Accordingly, the existing provisions of the Memorandum of Association and the Articles of Association continue to remain in force.

11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2026, there are 7 (Seven) Directors in your Company. The detail is as under:

DIN/PAN	Name	Designation	Appointment/ Cessation date
07848061	Radhe Shyam Daga	Whole-time director	11/04/2023
08156230	Manoj Kumar Karnani	Whole-time director	11/04/2023
09748957	Raj Kumar Agarwal	Whole-time director	11/04/2023
02939190	Rajiv Lakhotia	Managing Director	11/04/2023
11178087	Pankaj Kumar Mohta	Independent Director	08/09/2025
07062288	Rashmi Bihani	Independent Director	10/10/2023
03610903	Swati Singhania	Independent Director	10/10/2023

None of the directors are disqualified under section 164 of Companies Act, 2013. During the year under review, the following persons were designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

Name	Designation	Date of Appointment
Dhiraj Ramkishor Vaishnav	Company Secretary	04/11/2025
Arbind Kumar Lahoty	Chief Financial Officer	09/11/2023

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

DIN	Name	Particulars of Change	Effective Date
08178507	Sriyans Lunia	Cessation from the position of Independent Director due to death	31/05/2025
11178087	Pankaj Kumar Mohta	Appointment as additional Independent Director of the Company	08/09/2025
11178087	Pankaj Kumar Mohta	Regularization as Independent Director of the Company for a period of 5 years	30/09/2025

The following are the changes in the Key Managerial Personnel of the Company during the year under review:

Name	Particulars of Change	Effective Date
Dhiraj Ramkishor Vaishnav	Cessation	05/08/2025
Dhiraj Ramkishor Vaishnav	Appointment	04/11/2025

Directors liable to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Manoj Kumar Karnani (DIN: 08156230), Whole Time Director is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing annual general meeting. Mr. Manoj Kumar Karnani is not disqualified under Section 164 of the Companies Act, 2013. Board of Directors recommends his re-appointment in the best interest of the Company.

The Notice convening forthcoming AGM includes the proposal for re-appointment of aforesaid Director. A brief resume of the Director proposed to be re-appointed, nature of his experience in specific functions and area and number of listed companies in which he holds Membership/Chairmanship of Board and Committees, shareholdings and inter-se relationships with other Directors as stipulated under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) are provided in the ‘Annexure to the Notice of AGM forming part of the Annual Report.

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 amended.

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 and the SEBI Listing Regulations, after taking into consideration the various facets related to working of Board, its Committees and roles and responsibilities of Director, The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board.

Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors held on March 18, 2026, the performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

14. BOARD MEETING

During the year under review, the Board of Directors met on 2 April 2025, 29 May 2025, 8 September 2025, 4 November 2025, 13 November 2025 and 8 January 2026. Accordingly, a total of Six (6) Board Meetings were held during the financial year in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The intervening gap between two Board Meeting and General Meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1(Meetings of the Board of Directors) and Secretarial Standard-2 (General Meetings), issued by the Institute of Company Secretaries of India (ICSI).

The requisite quorum was present throughout the Board Meetings in each of the meeting. The Directors actively participated in the deliberations and provided valuable guidance and strategic inputs on the matters placed before the Board, facilitating informed decision-making and effective governance

15. MEETING OF THE INDEPENDENT DIRECTORS

During FY2025-26, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on March 18, 2026. 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:

Name of Directors	Category
Pankaj Kuamr Mohta	Independent Director- Chairperson
Swati Singhania	Independent Director
Rashmi Bihani	Independent Director
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
Rashmi Bihani	Independent Director- Chairperson
Swati Singhania	Independent Director
Pankaj Kumar Mohta	Independent Director

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
Swati Singhania	Independent Director- Chairperson
Rashmi Bihani	Independent Director
Pankaj Kumar Mohta	Independent Director

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.

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee of the Board comprises of:

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

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 Companys 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 employees 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 Companys 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 FY2025-26.

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 Companys 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

Your Company is conscious of its Social Responsibility and the environment in which it operates. Over the years, the Company aimed towards improving the lives of the people. The Companys CSR policy covers activities in the field of eradication of extreme hunger and poverty, promotion of education, promotion of gender equality, empowerment of women, improvement of mental health, slum area development and rural development projects, employment enhancing vocational skills, ensuring environmental sustainability, animal welfare, sanitation including contribution to fund set up by the Central Government, contribution to the Prime Ministers National Relief Fund or any other project set up by the Central Government.

During FY2025-26, as per Section 135 of the Act, an amount of Rs. 36.44 lakhs was required to be spent by the Company on CSR activities. The Company has spent Rs. 36.50 lakhs during FY2026 (including set off of the excess spending from the previous year).The CSR report for FY 2026 has been given in Annexure 1.

20. RISK MANAGEMENT POLICY

Your Companys 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 Companys competitive advantage. The Company has established processes and guidelines, along with a strong overview and monitoring framework at the Board and Senior Management level. 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

As on March 31, 2026, the Company has one Associate LLP and one Subsidiary LLP. The Company does not have any joint venture.

Associate

M/s Textron Fabtech LLP is an Associate of the Company and is engaged in the business of manufacturing technical textiles.

Subsidiary

M/s IGK Technical Textiles LLP is a Subsidiary of the Company. It is engaged in the business of manufacturing and trading of technical textiles.

In accordance with Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiary and associate in Form AOC-1 forms part of this Annual Report as Annexure 2.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company, together with the financial statements of its subsidiary and other relevant documents, are available on the Companys website at www.skflindia.com under the Investors section. These documents are also available for inspection by the members during business hours at the Registered Office of the Company up to the date of the ensuing Annual General Meeting (AGM).

22. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

Pursuant to Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015, as notified by the Ministry of Corporate Affairs vide Notification No. G.S.R. 111(E) dated February 16, 2015, companies whose equity shares are listed on the SME Exchange, as referred to under Chapter XB of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (now governed under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018), are exempt from the mandatory adoption of the Indian Accounting Standards (Ind AS).

As the equity shares of your Company are listed on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge), the Company continues to fall within the exempted category. Accordingly, the financial statements for the Financial Year 2025–26 have been prepared in accordance with the applicable Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act, and are not required to comply with the Indian Accounting Standards (Ind AS).

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

During the Financial Year 2025–26, no significant or material orders were passed by any regulator, court or tribunal that could impact the going concern status of the Company or materially affect its future operations.

24. AUDITORS

A. STATUTORY AUDITORS & AUDITORS REPORT

The Board of Directors, at its meeting held on August 24, 2024, based on the recommendation of the Audit Committee and pursuant to the approval of the Members at the 1st Annual General Meeting held on September 28, 2024, appointed M/s. Baid Agarwal Singhi & Co., Chartered Accountants (Firm Registration No. 328671E), as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 1st Annual General Meeting until the conclusion of the 6th Annual General Meeting of the Company.

B. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, The Board of Directors of the Company, have appointed CS Md. Shahnawaz (Membership No. 21427, CP No. 15076), Practicing Company Secretary, as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2025-26.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by the Secretarial Auditor, forms part of this Boards Report and is annexed herewith as Annexure 3. The Report does not contain any qualification, reservation, adverse remark, or disclaimer.

C. INTERNAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or enactment thereof for the time being in force), and on recommendation of Audit Committee M/s. R S Y & Co, Chartered Accountants, was appointed as an Internal Auditor of the company to conduct an internal audit of the functions and activities of the company for the Financial Year 2025-26 at such remuneration as may be mutually agreed upon between the Board of Directors, and Internal Auditors based on recommendation of Audit Committee.

The Internal Auditor carries out periodic internal audits of the Companys internal financial controls, governance processes, and operational activities. The Internal Audit Reports are placed before the Audit Committee and the Board of Directors for their review and consideration.

During the financial year 2025–26, the Internal Auditor has not reported any material weaknesses, qualifications, reservations, adverse remarks, or observations requiring any explanation or comments from the Board of Directors.

25. CORPORATE GOVERNANCE

Since the Company is listed on NSE Emerge platform of National Stock Exchange of India Limited, the Company is exempt from applicability of certain regulations pertaining to Corporate Governance under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. 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), as issued by the Institute of Company Secretaries of India (ICSI).

27. 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 Internal Auditor 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.

28. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and the Internal Auditor have not reported to the Audit Committee any instance of fraud by the Companys officers or employees under Section 143(12) of the Companies Act, 2013, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

29. 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, 2026 is available on the Companys website at www.skflindia.com.

30. 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 accounts to the financial statements for the financial year 2025-26.

31. 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, 2026.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into related party transaction in ordinary course of business and at arms length subject to such exception as given in Form AOC-2. 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 4.

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

33. 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, 2026 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.

34. 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.

35. MAINTENANCE OF COST RECORDS AND COST AUDIT

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records as specified by the Central Government. Accordingly, such accounts and records are made and maintained by the Company. M/s. P A A A & Associates, Cost Accountants (Firm Registration No. 006283), the Cost Auditor are in the process of carrying out the cost audit of the Company for FY26.

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

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

37. DETAILS OF DIFFERENCE BETWEEN AMOUNTS 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.

38. DIRECTORS 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.

39. 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 Companys website at https://skflindia.com/code-and-policies/.

40. 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 FY2026 on December 17, 2025.

There was no complaint pending at the beginning and at the end of FY2025-26. No complaints have been received by the Committee during the FY2025-26.

41. 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.

42. 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.

43. 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 were 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.

44. 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 Companys approach to its people.

45. 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.

46. 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 3rd 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 Companys website at https://skflindia.com/.

47. ACKNOWLEDGEMENTS

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, 2026

Manoj Kumar Karnani

(Whole Time Director)

DIN: 08156230

Place: Surat

Rajiv Lakhotia

(Managing Director)

DIN: 02939190

Place: Kolkata