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EQUITY - MARKET SCREENER

Karnika Industries Ltd
Industry :  Textiles - Products
BSE Code
ISIN Demat
Book Value()
91665
INE0MGA01012
15.3453768
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
KARNIKA
24.05
743.97
EPS(TTM)
Face Value()
Div & Yield %
4.99
10
0.08
 

As on: Sep 22, 2026 05:11 AM

The Board of Directors of your Company take immense pleasure in presenting the Fourth Annual Report on the operational and business performance, along with the Ind AS Financial Statements for the financial year ended March 31, 2026.

We welcome all our shareholders and thank you for your confidence and support. We're excited to keep moving forward as a team, adding value and generating growth for our investors.

1. Financial Highlights:

Particulars Standalone F.Y.2025-26 Standalone F.Y.2024-25 Consolidated F.Y.2025-26
Revenue from operation 22,428.14 17,254.85 24,847.90
Other Income 868.12 373.12 868.95
Total Income 23,296.26 17,627.97 25,716.85
Profit before interest & depreciation 4,360.80 2,976.36 4,594.30
Less: Finance Cost 538.16 446.38 540.51
Less: Depreciation 163.49 112.87 166.10
Profit before tax 3,659.15 2,417.11 3,887.69
Less: Tax Expenses
- Current Tax* 1006.35 615.17 1,064.34
- Deferred Tax -14.93 -1.11 -15.31
Profit/(Loss) After Tax (PAT) 2,667.73 1,803.05 2,838.66
Other Comprehensive Income/(Loss) -193.60 -23.12 -193.60
Total Comprehensive Income 2,474.13 1,779.93 2,645.07

Current Tax includes tax for earlier years

2. Performance of the Company

Karnika Industries Limited is a leading name in children's garment manufacturing, recognized for its financial stability and strong management practices. Backed by a team of skilled professionals, the company is committed to designing a wide range of creative kids' clothing, including shorts, joggers, t-shirts, capris, rompers, pyjamas, winter wear, and infant wear.

Total Revenue for the company increased to Rs.23,296.26 Lakhs in the current fiscal year from Rs.17,627.97 Lakhs in the previous year, an increase of 32.16% over the last year. The total spending for the current year was Rs. 19,637.11 Lakhs as compared to Rs.15,210.87 Lakhs in the previous year, an increase of 29.10% over the last year.

This led to a notable increase in net profit, which rose to Rs.2,667.73 lakhs compared to Rs.1,803.05 lakhs in the prior year, an increase of 47.96% over the previous year. This remarkable expansion resulted in an earnings per share of Rs.6.41. These results reflect the company's ongoing commitment to performance, resilience, and efficiency.

3. Website

is the website of the company. All the requisite details including various Policies, Financial Results, Management Team etc., are available on the website of the company.

4. Dividend

During the year under review your directors declared its 1st Interim Dividend for F.Y. 2025-26 of Rs. 0.10 per equity share of Rs 10 each. This dividend amounted to Rs. 61.99 Lakhs. This was distributed to shareholders, whose names appeared on the Register of Members as on November 17, 2025.

Transfer of unpaid & unclaimed Dividends & Shares to Investor Education and Protection Fund (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") there was no unclaimed/unpaid dividend that are required to be transferred to Investor Education and Protection Fund.

5. Capital Structure of the Company

During the year under review, the Authorized Share Capital of the Company was updated pursuant to Extraordinary General Meeting held on 18th August, 2025.

The Authorized Equity Share Capital of the Company increased from Rs. 2500.00 Lacs (Rupees Twenty-Five Crores) divided into 2,50,00,000 (Two Crores Fifty Lacs) Equity Shares of Rs. 10/- each to Rs. 7000.00 Lacs (Rupees Seventy Crores) divided into 7,00,00,000 (Seven Crores) Equity Shares of Rs. 10/- each.

The Issued, Subscribed and Paid-up Share Capital of the Company increased from Rs.1239.95 Lacs (Rupees Twelve Crores Thirty-Nine Lacs Ninety-Five Thousand) divided into 1,23,99,500 (One Crore Twenty-Three Lacs Ninety-Nine Thousand Five Hundred) Equity Shares of Rs.10/- each to Rs.6199.75 Lacs (Rupees Sixty-One crores Ninety-Nine Lacs Seventy-Five Thousand) divided into 6,19,97,500 (Six Crores Nineteen Lacs Ninety-Seven Thousand Five Hundred) Equity Shares of Rs.10/- each pursuant to Bonus Issue which has been approved by the shareholders in Extraordinary General Meeting held on 18th August, 2025 and allotted on 1st September 2025.

6. Transfer to Reserves

The Company has not transferred any amount to reserves during the financial year under review. Hence, disclosure under Section 134 3) (j) of the Companies Act, 2013 is not required.

7. Web Address of Annual Return

Annual Return for the year 2025-26 shall be made available at under Investor Relations tab "Annual Return".

8. Board of Directors, Board Committees and Key Managerial Personnel

Composition of the Board and Committees

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee are constituted in accordance with Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever applicable. The details are provided in Corporate Governance Report which forms the part of the Annual Report.

Changes in Board of Directors and Key Managerial Personnel of the Company:

During the year under review Mr. Suraj Kumar Singh (DIN- 03592889) and Mr. Yash Jhawar (DIN- 11590536) has been appointed as an Additional Independent Director at Board Meeting held on 29th August, 2025 and 14th March, 2026 respectively by the Board of Directors of the Company and Mr. Shashikant Soni (DIN- 10570038) resigned on 29th August, 2025.

At Annual General Meeting held on 29th September, 2025, Mr. Suraj Kumar Singh (DIN- 03592889) has been appointed as Independent Director from Additional Independent Director and resigned on 11th February, 2026.

After the closure of financial year Mr. Yash Jhawar (DIN- 11590536) has been appointed as an Independent Director at an Extraordinary General Meeting held on 11th May, 2026.

2015, the Company has established a program to acquaint Independent Directors with the Company's business model, the industry landscape, and their respective roles, rights, and responsibilities.

Retirement by Rotation

In Accordance to Section 152 of the Companies Act, 2013, at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation.

The Independent Directors are not subject to retirement by rotation and serve for a fixed period of office that does not exceed five years from the date of appointment.

Accordingly, Kirti Mundhra (DIN- 09549207), Non-Executive Director, retires from the Board this year and being eligible, has offered herself for re-appointment.

The annexure to the notice calling the upcoming Annual General Meeting contains a brief resume and other information about Kirti Mundhra (DIN- 09549207), who is recommended for re-appointment. This information is required to be disclosed under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings of the Board & Committees

The details of Board and Committee Meetings held during the Financial Year ended on March 31, 2026 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report. The maximum time gap between any two Board Meetings was not more than 120 days as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.

The details of meeting of Independent Directors are set out in the Corporate Governance Report which forms part of this report.

Familiarisation Programme for Independent Directors

Pursuant to the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a program to acquaint Independent Directors with the Company's business model, the industry landscape, and their respective roles, rights, and responsibilities.

Information regarding the familiarization program for Independent Directors is accessible on the Company's website at .

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

9. Company's Policy relating to Directors' Appointment, Payment of Remuneration and discharge of their duties

Your Company has adopted a policy relating to appointment of Directors, payment of managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013. The Policy has been uploaded on the Company's website .

10. Board's Independence

In accordance with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read together with Section 149(6) of the Companies Act, 2013 and the applicable rules framed thereunder, Independent Directors are classified as Non-Executive Directors.

The Company has received necessary declaration from each Independent Director of the Company stating that:

(i) they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there is no change in the circumstances as on the date of this report which may affect their respective status as an independent director

In compliance with Section 150 of the Companies Act, 2013 and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have confirmed their enrolment in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs.

They have confirmed that they are not aware of any circumstance or event that could reasonably be expected to affect or impair their ability to fulfil their responsibilities, in accordance with Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the said declarations received from the Directors, the Board believes, that the Independent Directors fulfil the conditions as specified under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management.

In the opinion of the Board, the Independent Directors possess the necessary expertise and experience and are individuals of high integrity and repute. They meet the criteria specified under the Companies Act, 2013 and the rules framed thereunder, and remain independent of the management.

The company's independent directors are as follows:

Mrs. Kirti Taparia (DIN- 10083439) Mr. Yash Jhawar (DIN- 11590536) Mr. Suraj Kumar Singh (DIN- 03592889) (Resigned on 11th February, 2026) Mr. Shashikant Soni (DIN- 10570038) (Resigned on 29th August, 2025)

Separate Meeting of Independent Directors

Pursuant to Schedule IV of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations, the Independent Directors met on 06.12.2025 without the presence of Non-Independent Directors and members of the management. During the meeting, they, inter alia, reviewed.

a. the performance of the Non-Independent Directors and the Board of Directors as a whole. b. assessed the quality, quantity, and timeliness of the flow of information between the management and the Board, which is essential for the Board to effectively discharge its responsibilities.

11. Code of Conduct

The Board of Directors has adopted a Code of Conduct applicable to the Directors and Senior Management of the Company. An annual affirmation of compliance with this Code is obtained from all Directors and Senior Management personnel to whom it applies. The Code of Conduct is also available on the Company's website at . A declaration by the Managing Director confirming compliance with the Code by the Board of Directors and Senior Management is attached as Annexure to this Report.

12. Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for the Prevention of Insider Trading, which governs the trading of securities by its directors and designated employees. The Insider Trading Policy is available on the Company's website at:

The Code mandates the submission of a Trading Plan and prior clearance for dealing in the Company's securities. It also prohibits Directors and designated employees from trading in the Company's shares while in possession of unpublished price-sensitive information or during periods when the Trading Window is closed. During the financial year 2025-26, there were no instances of non-compliance or violations under this Code.

13. Business Responsibility and Sustainability Report

In accordance with provisions of Regulation 34(2)(f) of SEBI Listing Regulations the Company being SME listed and not under Top 1000 listed Companies, requirement of Business Responsibility and Sustainability Report is not applicable to the Company.

14. Directors' Responsibility Statement

In accordance with Section 134(5) of the Companies Act, 2013, it is confirmed that the annual financial statements for the year ended March 31, 2026, have been prepared in compliance with the applicable accounting standards and the requirements specified under Schedule III of the Act, without any material deviations.

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any; b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review; c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. the directors have prepared the annual accounts on a going concern basis; and e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively. f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Key Managerial Personnel

Following officials are appointed as the Key Managerial Personnel ('KMP') of the Company:

Mr. Niranjan Mundhra (Managing Director) Mr. Shiv Shankar Mundhra (Whole-time Director) Mr. Mahesh Kumar Mundhra (Whole-time Director) Mr. Krishan Kumar Karnani (Chief Financial Officer) Mrs. Muskan Bubna (Company Secretary and Compliance Officer)

15. Auditors and Auditors Report

a. Statutory Auditors

M/S AAA & Associates, Chartered Accountants (Firm Registration No. 0322455E) were appointed as Statutory Auditors of the Company for 5 (five) consecutive years, at the 1st Annual General Meeting held on September 28, 2023 till the conclusion of the Annual General Meeting to be held in the calendar year 2028. Accordingly, they have conducted Statutory Audit for the F.Y. 2025-26.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company for the F.Y. 2025-26.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors' Report does not contain any qualification, reservation or disclaimer. The Notes to the financial statements referred in the Auditors' Report are self-explanatory and do not call for any further comments.

b. Cost Auditors-

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.

c. Secretarial Auditors

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had re-appointed Mrs. Poonam Binani, Company Secretary, [ICSI Membership No. FCS-A33638 & Certificate of Practice No. 12552] in the Board Meeting held on 27th May, 2025 and ratified in the Annual General Meeting held on 29th September, 2025 to conduct Secretarial Audit of the Company for a period of 5 consecutive Financial Years ending on 2029-30. The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or disclaimer. The observation(s) referred in the Secretarial Audit Report are self-explanatory and do not call for any further comments.

d. Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has reappointed M/s Ajay Mundhra & Associates, Chartered Accountants, [ICAI Firm Registration No.- 329704E], as the Internal Auditors of the Company for the financial year 2025-26.

The Internal Audit Findings and Report submitted by the said Internal Auditors, for the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation by the Company.

16. Reporting of Fraud

During the year under review, the Statutory Auditors, and Secretarial Auditors have not reported any instances of fraud committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

17. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not given any guarantee. Further, the particulars of loans and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the standalone financial statements.

18. Particulars of Contracts or Arrangements with Related Parties

All transactions entered with Related Parties during the FY 2025-26 were on an arm's length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. The transactions are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, during the year under review, there were no materially significant related party transactions which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted, along with a statement giving details of all related party transactions, are placed before the Audit Committee for its review on quarterly basis.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at . There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

The details of the transactions with related parties pursuant to IND AS during FY 2025-26 are provided in the accompanying financial statements.

19. Share Transfer System/ Dematerialization of shares.

The Company's equity shares have been admitted into the dematerialisation system by both the depositories - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As of March 31, 2026, a total of 6,19,97,500 equity shares had been dematerialised, representing 100% of the Company's issued, subscribed, and paid-up share capital. The Company has been assigned the ISIN INEOMGA01012. The status of the securities as on March 31, 2026, is as follows:

CDSL NSDL Total
Shares in Demat (in Nos.) 1,12,620,000 5,07,35,500 6,19,97,500
Physical Shares (in Nos.) Nil Nil Nil

According to the terms of the Companies Act of 2013 and its rules, the transfer of shares in physical form is not permitted.

20. Deposits

The Company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable

21. Investor Education and Protection Fund (IEPF)

The Company has paid all the dividends declared by it to the beneficiaries within 30 days. However, there are a few unpaid dividends as on the date of these report, and the list of unpaid dividends has been uploaded on the Company's website. Since the prescribed period has not yet lapsed in respect of these unpaid dividends, no amount has been transferred to the Investor Education and Protection Fund.

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

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant details are given hereunder.

A. Conservation of Energy

The company has been making sustained and intensified efforts to enhance its energy efficiency.

Regular servicing, updates, and overhauls are carried out to maintain machinery and equipment in peak condition, leading to reduced energy usage.

B. Technology Absorption

a. The Company remains committed to embracing advanced technologies to boost productivity and improve product quality.

b. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): The Company has invested in Imported Machinery during the Financial Year 2023-24 to upgrade the technology to give value to its product.

c. The expenditure incurred on Research and Development:

C. Foreign Exchange Earnings & Outgo

Particulars 31.03.2026 (Rs. lakh) 31.03.2025 (Rs. lakh)
Earnings 740.87 1,591.45
Outgo - 1.68

23. Risk Management Policy

Risk Management involves identifying, assessing, and prioritizing risks, followed by coordinated actions aimed at minimizing, monitoring, and controlling the likelihood or impact of adverse events, while also enhancing the potential to seize opportunitiesThe Company places a strong emphasis on maintaining an effective, consistent, and sustainable risk management system as an integral part of its organizational culture. A structured risk management framework is in place, encompassing risk identification, mapping, trend analysis, exposure assessment, potential impact evaluation, and mitigation strategies. The objective is to minimize the impact of identified risks and proactively implement measures to address them.

This framework operates on a dual assessment of the probability of occurrence and the potential severity of impact. A comprehensive risk assessment process is actively underway to identify, evaluate, monitor, and manage both business and non-business risks, ensuring resilience and long-term sustainability.

24. Corporate Social Responsibility

In accordance with Section 135 of the Companies Act, 2013 and the rules framed thereunder, the Company has implemented a Corporate Social Responsibility (CSR) Policy to ensure the fulfilment of its social responsibilities. The CSR Policy is available on the Company's website at .

Based on the Company's profitability and turnover, it was obligated to undertake CSR activities during the financial year 2025-2026, as mandated under Section 135 of the Companies Act, 2013. Accordingly, the Company has undertaken various initiatives under the banner of "Corporate Social Responsibility (CSR)", the details of which are are annexed to this report. These activities are in full compliance with Schedule VII of the Companies Act, 2013 and are aligned with the objectives outlined in the Company's CSR Policy.

25. Vigil Mechanism/ Whistle Blower Policy

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has put in place a Vigil Mechanism / Whistle Blower Policy. This mechanism is designed to enable Directors, Employees, Vendors, Customers, and other Stakeholders to report concerns related to unethical behaviour, irregularities, misconduct, actual or suspected fraud, or any violation of the Company's policies.

The Vigil Mechanism ensures adequate safeguards against victimization of individuals who raise such concerns and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional circumstances. The Whistle Blower Policy is available on the Company's website at .

26. Details of Subsidiary, Joint Venture or an Associate Companies

During the year under review, no Company became or ceased to be joint ventures or associates of the Company.

The company has acquired 75% shareholding of Kidcity Solutions Private Limited during the quarter ending December, 2025 as a result of which it became the subsidiary of the Company, Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiary are attached to the financial statements in Form AOC-1 and is annexed herewith and forms a part of this Report.

27. Internal Financial control & its adequacy

The Company's internal financial control systems are adequate and commensurate with the size and nature of its operations. These controls are designed to provide reasonable assurance regarding the safeguarding of assets from unauthorized use or disposition, the proper authorization and execution of transactions, and the maintenance of accurate and reliable financial and operational information.

The systems also ensure compliance with applicable accounting standards, relevant statutory requirements, and adherence to Company policies. Furthermore, the Company has established a well-defined framework for delegation of authority, including specific limits for approving capital and revenue expenditures.

28. Details of Remuneration of Directors and KMPs and Particulars of Employees

The disclosures pertaining to the remuneration of Directors and Employees, as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the Corporate Governance Report which forms the part of the Annual Report.

Additionally, a statement containing the particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the said Rules is also annexed to this Report.

29. Changes in Nature of Business

The Company is engaged in the Business of Manufacturing and Trading in Children wear. There has been no change in the nature of the Business of the Company.

30. Material Changes and Commitments affecting financial position between the end of the Financial Year and date of the report.

There were no material changes during the year affecting the Financial Position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

31. Details of Significant and Material Orders Passed by the Regulators, Courts and Tribunals

During the year under review there has been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future.

32. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company maintains a zero-tolerance policy towards sexual harassment at the workplace and has implemented a comprehensive policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and the Rules framed thereunder. An Internal Complaints Committee (ICC) has been duly constituted to investigate and address complaints of sexual harassment.

The Company is committed to fostering a safe, respectful, and inclusive work environment and ensures equal opportunities for all employees, irrespective of race, caste, gender, religion, colour, nationality, disability, or other personal attributes. This policy is applicable to all female associates, including permanent, temporary, contractual employees, trainees, visitors, and service providers. The Company is dedicated to upholding the dignity of every individual and preventing any form of sexual harassment—be it physical, verbal, or psychological.

During fiscal year under review, the company received no accusations of sexual harassment.

33. Details of Proceedings under the Insolvency and Bankruptcy Code, 2016

During the year, no application was made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company

34. Difference between Valuation on One Time Settlement and while availing Loan from Banks and Financial Institution:

During the year under review, the Company did not enter into any one-time settlement with any bank or financial institution. Accordingly, the disclosure regarding the difference between the amount of valuation at the time of such settlement and the valuation at the time of availing loans from banks or financial institutions is not applicable.

35. Corporate Governance & Management Discussion and Analysis Report

The Company is committed to upholding the highest standards of corporate governance and transparency. It continuously endeavours to adopt and implement best practices in governance, with the objective of enhancing long-term shareholder value in a legal, ethical, and sustainable manner.

The Company considers it a fundamental responsibility to provide timely, accurate, and comprehensive disclosures regarding its operations and performance. In all business decisions, it remains focused on creating value for shareholders while ensuring the protection of minority shareholders' rights.

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions, a detailed review of the operations, performance, and future outlook of the Company and its business is provided in the Management's Discussion and Analysis Report (MDA). This report forms an integral part of the Annual Report and is annexed to this report.

Your company is listed on the Emerge Platform of the National Stock Exchange of India Limited (NSE) under Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. However, the Company is not required to comply with the Corporate Governance provisions outlined in Regulations 17-27, Clause (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and Para C, D, and E of Schedule V but pursuant to its Extraordinary General Meeting held on 18th August, 2025 for Bonus Issue the Paid-Up share Capital of the Company has exceeded beyond Rs. 25 crores and hence the company has to undertake all the compliances applicable to a company listed on Main Board as per the Proviso to Reg. 280 of SEBI ICDR Regulations 2018 as amended on March 8, 2025.

Therefore, Corporate Governance Report and a certificate of the Practicing Company Secretary has been attached as Annexure to this report.

36. Education, Training and Development

In today's dynamic corporate environment, training and development are no longer peripheral functions but strategic imperatives essential to sustained business growth. The Management of your Company views training as a vital investment towards enhancing employee capabilities and fostering a culture of continuous learning across the organization.

The Company's structured training and development programs are designed to ensure that every employee gains consistent exposure and a strong foundation of knowledge relevant to their role. These initiatives are aligned with organizational objectives, thereby enhancing both the competence and confidence of the workforce.

The Company adopts a results-oriented approach, treating investment in training as a form of capital investment. Emphasis is placed on achieving tangible business outcomes, including improved productivity, operational efficiency, and enhanced effectiveness across various functions.

The Company's continued focus on upskilling and reskilling of its employees not only accelerates their professional development but also strengthens the Company's competitive positioning in the market.

37. Disclosure about Secretarial Standard

The Board of Directors affirms that it has established appropriate systems to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). These systems are deemed adequate and are functioning effectively.

38. Other Disclosures

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

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

The Company has not issued any sweat equity shares/ESOP/ RSUs to its directors or employees; and there was no revision of financial statements and the Board's report of the Company during the year under review.

39. Maternity Benefit

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

40. Grievance Redressal Mechanism [Sebi Complaints Redress System (SCORES)]:

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are the centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The Company had received no complaints on the SCORES during the financial year 2025-26 and the same was resolved in the prescribed timeline.

41. Appreciation

The Board of Directors places on record its sincere appreciation to the shareholders, clients, bankers, and all other stakeholders of the Company for their continued trust, confidence, and support extended during the year under review. The Directors also wish to express their deep gratitude to the employees at all levels for their unwavering dedication, commitment, and hard work, which have been instrumental in driving the Company's performance and growth.

The Company firmly believes that its leadership team possesses the requisite experience, strategic acumen, and capability to steer the organization through its next phase of sustained growth. The Company remains committed to continuously enhancing employee skillsets and strengthening its resource base to meet evolving business requirements. This sustained investment in leadership development and operational excellence positions the Company well to deliver consistent and reliable performance in the years ahead.

For and on behalf of Board of Directors of Karnika Industries Limited

Sd/- Niranjan Mundhra Managing Director DIN: 05254448

Place: Howrah Date: 08.09.2026

Sd/- Mahesh Kumar Mundhra Whole-Time director DIN: 08577538

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

S. No. Particulars Details
1 Name of the subsidiary Kiddy Solutions Private Limited
2 Reporting period for the subsidiary concerned, if different from the holding company's reporting period 31.03.2026
3 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries -
4 Share capital 326.65
5 Reserves & surplus 315.53
6 Total assets 2,973
7 Total Liabilities 2,973
8 Investment -
9 Turnover 3,189.97
10 Profit before taxation 229.64
11 Provision for taxation -
12 Profit after taxation 172.03
13 Proposed Dividend 0
14 % of shareholding 75%

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures:

S. No. Particulars Details
1. Name of Associates N. A.
2. Latest audited Balance Sheet Date -
3. Shares of Associate/Joint Ventures held by the company on the year end:-
4. No. -
5. Amount of Investment in Associates/Joint Venture -
6. Extend of Holding % -
7. Description of how there is significant influence -
8. Reason why the associate/joint venture is not consolidated -
9. Net worth attributable to shareholding as per latest audited Balance Sheet -
10. Profit/Loss for the year -
11. Considered in Consolidation -
12. Not Considered in Consolidation -

For and on behalf of Board of Directors of Karnika Industries Limited

Sd/- Niranjan Mundhra Managing Director DIN: 05254448 Date- 08.09.2026 Place- Howrah

Sd/- Mahesh Kumar Mundhra Whole-Time Director DIN: 08577538