d) Rights, preferences and restrictions attached to equity shares
The Company has only one class of equity shares having a par value of ' 5 per share (' 100 per share till February 11,2025). Each shareholder of equity share is entitled for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
e) During the period of five years immediately preceding the date as at which the Balance Sheet is prepared
No shares were issued for consideration other than cash during the period of five years immediately preceding the year ended March 31, 2026 except as mentioned in note 2 below. Further the Company has not undertaken any buy back of shares during the period of five years immediately preceding the year ended March 31,2026.
Notes:
1) Pursuant to a resolution passed in extraordinary general meeting of the Company dated January 30, 2025, shareholders have approved the increase in the authorised share capital of the Company from 7,00,000 equity shares of ' 100 each amounting to ' 70 Million to 40,00,000 equity shares of ' 100 each amounting to ' 400 Million.
2) Further, the Company in its extraordinary general meeting dated February 11, 2025, shareholders have approved split of each equity share having face value of ' 100 each into equity shares of face value of ' 5 each and approved resultant change in the authorised share capital from 40,00,000 equity shares of ' 100 each to 8,00,00,000 equity shares of ' 5 each amounting to ' 400 Million. Further the shareholders in its extraordinary general meeting dated February 11,2025, has approved the issuance of bonus shares to the existing equity shareholders in the ratio 4:1 and the record date for the issuance of bonus was February 10, 2025.
3) During the year, the Company has completed an Initial Public Offering ("IPO") Of 1,67,82,501 equity shares with a face value of ' 5 each at a premium of ' 379 per share, comprising fresh issue of 1,09,37,500 shares and offer for sale of 53,73,803 shares. The Company's equity shares were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on December 23, 2025.
4) There are no shares reserved for issue under options and contracts or commitments for the sale of shares or disinvestment, including the terms and amounts.
5) There are no calls unpaid.
6) There are no forfeited shares.
Nature and purpose of reserves:
Securities premium:
Securities premium is used to record the premium on issue of shares. The reserve is utilised for limited purposes in accordance with the provisions of the Companies Act, 2013.
General reserve:
General reserve represents amounts transferred from retained earnings for the year and from Share options outstanding reserve on exercise / expiry of employee share options. It is a free reserve in terms of section 2 (43) of the Companies Act, 2013.
Retained earnings:
Retained earnings are the profits that the Company has earned/incurred till date, as reduced by any transfers to general reserve,dividends or other distributions paid to shareholders if any.
Stock options outstanding reserve:
Share options outstanding reserve represents the cumulative expense recognised for equity-settled transactions at each reporting date until the employee share options are exercised / expired on which such amount is transferred to general reserve.
Other comprehensive income:
Remeasurements of defined benefits obligations includes re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to statement of profit and loss.
Note 30: Employee benefits expense
1. Defined contribution plan -
The Company participates in Provident fund as defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to provident fund represents the value of contributions payable during the period by the Company at rates specified by the rules of provident fund. The only amounts included in the balance sheet are those relating to the prior month contributions that were not paid until after the end of the reporting year.
In accordance with the Employee's Provident Fund and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees' salary. The contributions, as specified under the law, are made to the provident fund administered and managed by Government of India (GOI). The Company has no further obligations under the fund managed by the GOI beyond its monthly contributions which are charged to the statement of Profit and Loss in the period they are incurred. The benefits are paid to employees on their retirement or resignation from the Company.
2. Defined benefit plan
i) The defined benefit plan comprises gratuity and compensated absences which are funded.
ii) Actuarial gains and losses in respect of defined benefit plans are recognised in the Other Comprehensive Income (OCI).
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Gratuity is a benefit to an employee in India based on 15 days last drawn salary for each completed year of service with a vesting period of five years.
These defined benefit plans expose the Company to actuarial risks, such as longevity risk and interest rate risk.
Provision of a defined benefit scheme poses certain risks,some of which are detailed hereunder,as company take on uncertain long term obligations to make future benefit payments.
iii) Liability risks
a) Asset-liability mismatch risk
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities,the Company is successfully able to neutralise valuation swings caused by interest rate movements.
b) Discount rate risk
Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.
c) Future salary escalation and inflation risk
Since price inflation and salary growth are linked economically,they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management's discretion may lead to uncertainties in estimating this increasing risk.
iv) Asset risks
All plan assets are maintained in a trust fund managed by a public sector insurer viz.LIC of India and other insurance companies.LIC and other insurance companies have a sovereign guarantee and have been providing consistent and competitive returns over the years. The Company has opted for a traditional fund wherein all assets are invested primarily in risk averse markets. The Company has no control over the management of funds but this option provides a high level of safety for the total corpus. The same account is maintained for both the investment and claim settlement and hence 100% liquidity is ensured and also interest rate and inflation risks are taken care of.
The following table summarises the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the gratuity plans.
Sensitivity analysis:
A description of methods used for sensitivity analysis and its Limitations:
Sensitivity analysis is performed by varying a single parameter while keeping all the other parameters unchanged. Sensitivity analysis fails to focus on the interrelationship between underlying parameters. Hence, the results mayvary if two or morevariables are changed simultaneously.The method used does not indicate anything about the likelihood of change in any parameter andthe extent ofthe change ifany.There was no change in the methods and assumptions used in the preparation of the sensitivity analysis from previous year.
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:
Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 — Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 — Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. In respect of equity instruments of unlisted companies, in limited circumstances, insufficient more recent information is available to measure fair value, or if there are a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range. The Company recognises such equity instruments at cost, which is considered as appropriate estimate of fair value.
Note 34: Financial risk management
The Company is exposed primarily to credit quality, fluctuations in foreign currency exchange rates and liquidity management which may adversely impact the fair value of its financial assets and liabilities. The Company has a risk management policy which covers risk associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the management is to assess the unpredictability of the financial environment and to mitigate potential adverse effect on the financial performance of the Company. The Company's principal financial assets include deposits, trade and other receivables, cash and cash equivalents and other bank balances that are derived directly from its operations.
A) Credit risk
Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms and obligations. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and credit worthiness of the customer on continuous basis as to whom the credit has been granted after obtaining necessary approvals. The financial instruments that are subject to concentration of credit risk principally consist of trade receivables, loans, cash and bank balances and bank deposits.
To manage credit risk, the Company follows a policy of covering major customers by way of letters of credit or forms of supplier's bill discounting limits under customer's banking facilities. Outstanding customer receivables are regularly monitored to assess signs financial stress by reviewing their external credit ratings and other available data. Outstanding customer receivables are regularly monitored and an an impairment analysis based on expected credit loss (ECL) model is performed at each reporting date.
Also, the trade receivables are monitored on a periodic basis for assessing any significant risk of non recoverability of dues and provision for credit impairment is recognised accordingly.
Bank balances are held with only high rated banks.
Refer note 7.1 regarding past dues receivables as at each reporting date:
B) Liquidity Risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to maintain optimum levels of liquidity and to ensure that funds are available for use as per requirement. The liquidity risk principally arises from obligations on account of following financial liabilities viz. borrowings, trade payables and other financial liabilities.
The Company's corporate finance department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.
C) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: Foreign currency risk, interest rate risk and price risk. The Company's exposure to market risk is primarily on account of foreign currency risk and price risk.
i) Foreign currency risk
The Company's major exports and imports of goods are done in USD. Accordingly the Company is exposed to foreign exchange risk on their receivables, payables and bank balances which are held in USD. The fluctuation in the exchange rate of INR relative to USD may have a material impact on the Company's assets and liabilities.
In respect of foreign currency receivables and payables, the Company follows a policy of hedging its exposure by entering in appropriate hedging instruments. For the remaining unhedged net outstanding amount, if any, the Company believes it will not have material impact on its financial performance/position.
Note 35: Capital management
The Company's objectives when managing capital are to:
a. Safeguard their abiliy to continue as a going concern, so that they can continue to provide returns to shareholders and benefits to other stakeholders, and
b. Maintain an optimal capital structure to reduce the cost of capital
c. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
d. The Company monitors its capital by using gearing ratio, which is debt divided by total equity. Debt includes interest bearing loans.
*Pursuant to a resolution passed in extraordinary general meeting of the Company dated January 30, 2025, shareholders have approved the increase in the authorised share capital of the Company from 7,00,000 equity shares of ' 100 each amounting to ' 70 Million to 40,00,000 equity shares of ' 100 each amounting to ' 400 Million. Further, the Company in its extraordinary general meeting dated February 11, 2025, shareholders have approved split of each equity share having face value of ' 100 each into equity shares of face value of ' 5 each and approved resultant change in the authorised share capital from 40,00,000 equity shares of ' 100 each to 8,00,00,000 equity shares of ' 5 each amounting to ' 400 Million. Further the shareholders in its extraordinary general meeting dated February 11,2025, has approved the issuance of bonus shares to the existing equity shareholders in the ratio 4:1 and the record date for the issuance of bonus was February 10, 2025.
During the year, the Company has completed an Initial Public Offering ("IPO") of 1,67,82,501 equity shares with a face value of ' 5 each at a premium of ' 379 per share, comprising fresh issue of 1,09,37,500 shares and offer for sale of 53,73,803 shares. The Company's equity shares were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on December 23, 2025.
Note 37: Employees stock option plans (ESOP)
Certain information in this note relating to number of shares, options and per share/option price has been disclosed in full and is not rounded off.
The Company has introduced employee stock option scheme, employee equity-settled compensation scheme is known as 'KSH Employee Stock Option Scheme 2025'. The employee stock option scheme is approved and authorised by the Board of Directors.The primary objectives of the scheme are to reward the employees for their association, dedication and contribution to the goals of the Company. The Company intends to use this scheme to attract and retain the key talents by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability. The Company views employee stock options as a long-term incentive tool that would assist in aligning Employees interest with that of the shareholders and enable the employees not only to become co-owners, but also to create wealth out of such ownership in the future. The specific employees to whom the options are be granted, and their eligibility is determined by the Nomination and Remuneration Committee. The options granted under the scheme shall vest not earlier than the minimum vesting period of 1 (one) year and not later than maximum vesting period of 6 (six) years from the date of grant. Any option granted shall be exercisable according to the terms and conditions as set forth in the grant letters. Exercise period in respect of the vested options shall be subject to a maximum period of 4 (four) years from the date of vesting of options. Under the said scheme, the Company granted options to employees pursuant to approval of the Board of Directors on May 06, 2025 when the Company was unlisted public Company.
#The fair value of the awards and weighted average share price are estimated using the Black Scholes Model ("BSM") and the exercise price determined under the scheme.
**The expected life of the ESOP is estimated based on the vesting term and contractual term of the ESOP, as well as expected exercise behavior of the employee who receives the ESOP.
The inputs to the model include the fair value of the shares at date of grant, exercise price, expected volatility, expected dividends, expected term and the risk-free rate of interest. As the ESOPs under the scheme are granted when the Company was unlisted public Company, expected volatility during the expected term of the options is based on volatility of the observed market prices of the peer Company's publicly traded equity shares and has been modelled based on historical movements in the market prices of the publicly traded equity shares of peer Companies during a larger period equivalent to the expected life of the options.
1. Term loans are secured by a charge on the hypothecation of plant & machinery purchased out of term loans and personal guarantees of the Promoter Directors along with mortgage of land & building. Vehicle loans are secured by hypothecation of the vehicles for which the loan has been taken.
2. Cash credit facilities, export packing credit and working capital demand loan from banks carry interest computed on a monthly basis on actual amounts utilised and are repayable on demand. These are secured on pari pasu basis against hypothecation of stocks & book debts, personal guarantees of directors and mortgage of land & building as collateral. Unsecured loans are secured by personal guarantees of Promoter Directors.
3. Refer note 12 for borrowings for details.
Note 43: The Company has not entered into any transactions with the Companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
Note 44: During the year ended March 31, 2026 the Company was not party to any approved scheme which needs approval from competent authority in terms of Section 230 to 237 of the Companies Act, 2013.
Note 45: The Company have not advanced or loaned or invested funds to any other persons or entity, including foreign entities (Intermediaries) with the understanding that the intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
Note 46: The Company have not received any fund from any persons or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
Note 47: The Company has registered all charges or satisfaction with Registrar of Companies during current year and previous year.
Note 48: The Government of India has notified new Labour Code viz Code on wages 2019, Code on Social Security 2020, Industrial Relation Code 2020, and Occupational Safety, Health and Working Condition Code 2020 (collectively referred to as the New Labour Codes). These Codes have been made effective from November 21,2025. The Ministry of Labour & Employment notified Central Rules on May 08, 2026 however State Rules are yet to be notified.
The Company reassessed its employee benefit obligations based on the revised definition of wages and expanded eligibility criteria. An incremental past service cost in relation to gratuity and compensated absences of ' 16.38 Million was recognised under Exceptional Items in the statement of profit and loss account for the year ended March 31,2026 with corresponding increase in gratuity obligations and compensated absences.
The Company continues to monitor the finalisation of State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments as needed.
Note 49: The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company is using accounting software for maintaining its books of accounts and other records which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all the relevant transactions recorded in the software. Further, the audit trail feature was neither disabled nor tampered during the year.
Note 50: IPO
During the year, the Company has completed an Initial Public Offering (IPO) Of 1,67,82,501 equity shares with a face value of ' 5 each at an issue price of ' 384 per share, comprising fresh issue of 1,09,37,500 shares and offer for sale of 53,73,803 shares. The Company's equity shares were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on December 23, 2025.
(iii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(iv) The Company has borrowings from banks on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company are in agreement with books of accounts.
(v) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of layers) Rules, 2017.
(vi) The Company is not declared wilful defaulter by any bank or financial institution or other lender during the year.
(vii) The Company does not have any loan or advance in the nature of loans granted to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are:
(a) repayable on demand; or
(b) without specifying the any terms or period of repayment."
Note 51:
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
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