To
The Members,
KJMC Financial Services Limited
Registered Office Address: - 162, Atlanta, 16th Floor, Nariman Point,
Mumbai-400021.
Your Board of Directors ("Board") have pleasure in presenting
the 38th (Thirty Eighth) Annual Report of KJMC Financial Services Limited
(KFSL / Company'), on the business and operations of the Company together with
the Annual Audited Financial Statements (Standalone and Consolidated) of the Company for
the Financial Year ended March 31,2026 (hereinafter referred as "Financial year
2025-26" or "during the year").
FINANCIAL RESULTS AND STATE OF COMPANY'S AFFAIRS
The performance of the Company on standalone basis and on consolidated
basis for the financial year ended March 31, 2026 is summarized below:
| Particulars |
Standalone |
Consolidated |
|
Year ended March 31, 2026 |
Year ended March 31,2025 |
Year ended March 31, 2026 |
Year ended March 31, 2025 |
| Revenue from Operations |
59,342 |
49,223 |
65,010 |
49,219 |
| Other Income |
3,951 |
3,018 |
3,809 |
4,459 |
| Total Revenue |
63,293 |
52,241 |
68,819 |
53,678 |
| Total Expenses |
39,841 |
40,262 |
43,810 |
40,547 |
| Profit before Tax |
23,452 |
11,979 |
25,009 |
13,131 |
| Less: Provision for Tax |
|
|
|
- |
| - Current Tax |
1,054 |
994 |
1,656 |
994 |
| - Deferred Tax |
6,102 |
2,868 |
6,102 |
2,868 |
| - Earlier year Provision Written off |
|
(6) |
|
43 |
| Profit/(loss) after tax |
16,296 |
8,123 |
17,251 |
9,226 |
| Share in Associates' profit/ (Loss) |
|
|
(166) |
(741) |
| Profit/(loss) for the year |
16,296 |
8,123 |
17,085 |
8,485 |
| Profit for the year attributable to |
|
|
|
|
| Owners of the parent |
|
|
16,984 |
- |
| Non-controlling interest |
|
|
101 |
- |
| Appropriations: |
|
|
|
|
| Profit/(loss) for the year |
16,296 |
8,123 |
16,984 |
8,485 |
| Add: Balance brought forward from previous year |
(12,053) |
(18,551) |
(15,467) |
(22,327) |
| Add: Realised FVOCI Gain transferred to Retained Earnings |
94,020 |
|
94,020 |
|
| Amount available for appropriations |
98,263 |
(10,428) |
95,537 |
(13,842) |
| Less: Appropriations |
|
|
|
|
| Special Reserve |
3,259 |
1,625 |
3,259 |
1,625 |
| Balance carried to Balance Sheet |
95,004 |
(12,053) |
92,278 |
(15,467) |
| EPS |
|
|
|
|
| -Basic |
3.41 |
1.70 |
3.57 |
1.77 |
| -Diluted |
3.41 |
1.70 |
3.57 |
1.77 |
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE
On standalone basis, your Company earned the gross income of Rs. 632.93
lakhs as against Rs. 522.41 lakhs in the previous year. The total expenditure during the
year under review was Rs 398.41 lakhs as against Rs. 402.62 lakhs in the previous year.
The Net Profit after tax before OCI was Rs. 162.96 lakhs as against Rs. 81.23 lakhs in the
previous year.
On consolidated basis, your Company earned the gross income of Rs
688.19 lakhs as against Rs 536.78 lakhs in the previous year. The total expenditure during
the year under review was Rs 438.10 lakhs as against Rs 405.47 lakhs in the previous year.
The Net Profit after tax before OCI was Rs 170.85 lakhs as against Rs 84.85 lakhs in the
previous year.
There was no change in the nature of business of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act, 2013
(hereinafter referred to as "the Act"), read with Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as "Listing Regulations") and
applicable Accounting Standards, the Audited Consolidated Financial Statements of the
Company for the financial year 2025-26, together with the Auditors' Report forms part
of this Annual Report.
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY AND ASSOCIATE
COMPANY
Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the
Companies (Accounts) Rules, 2014, the report on performance and financial position of
subsidiary company and associate company (to the extent of the shareholding of the
Company) is included in the Consolidated Financial Statements (CFS') of the
Company.
A statement containing the salient features of financial statements of
subsidiary and associate company of the Company in the prescribed Form AOC-1, forming part
of Consolidated Financial Statements of the Company is in compliance with Section 129 (3)
and other applicable provisions, if any, of the Act read with Rule 5 of the Companies
(Accounts) Rules, 2014 is attached.
In accordance with Section 136 of the Act, the financial statements of
the subsidiary and associate companies are available for inspection by the members at the
Registered Office of the Company during business hours on all days except Saturdays,
Sundays and public holidays up to the date of the AGM. The financial statements including
the CFS, and all other documents required to be attached to this report are also available
on the website of the Company i.e. https://www.kimcfinserv.com/investor-
relations/subsidiary-companies-accounts .
Brief performance and financial position of Subsidiary Company is given
hereunder:
KJMC Trading & Agency Limited, the wholly owned subsidiary of the
Company earned gross income of Rs. 9.13 lakhs as against Rs 14.41 lakhs in the previous
year. The total expenditure during the year under review was Rs 0.59 lakhs as against Rs
2.88 lakhs in the previous year. The Net Profit after tax was Rs 8.54 lakhs as against Rs
11.03 lakhs in the previous year.
Brief performance and financial position of Associate Company is given
hereunder:
KJMC Platinum Builders Private Limited, an Associate Company earned
gross income of Rs. 44.78 lakhs as against Rs 31.09 lakhs in the
previous year. The total expenditure during the year under review was Rs 49.40 lakhs as
against Rs 52.85 lakhs in the previous year. The Net Loss after tax was Rs (4.89) lakhs as
against Net Loss after tax of Rs (21.76) lakhs in the previous year.
INDIAN ACCOUNTING STANDARDS (IND AS)
The Company has adopted Indian Accounting Standards (IND
AS') and accordingly, the financial statements for the year 2025-26 have been
prepared in accordance with IND-AS, prescribed under Section 133 of the Act, read with the
relevant rules issued there under and the other recognised accounting practices and
policies to the extent applicable.
SHARE CAPITAL
The Authorised share capital of the Company as on March 31,2026, was Rs
62,15,00,000 (Rupees Sixty Two Crores Fifteen lakhs Only). Further, the issued, subscribed
and paid-up share capital of the Company as on March 31, 2026 was Rs 4,78,57,400 (Rupees
Four Crores Seventy Eight Lakhs Fifty Seven Thousand Four Hundred Only) comprising of
47,85,740 equity shares of Rs 10/- each. There was no change in the Capital structure of
the Company during the reporting period.
DIVIDEND
The Board of Directors of the Company at its Meeting held on May 29,
2026 has recommended a Dividend of Rs. 1/- per Equity Shares of the face value of Rs. 10/
each subject to approval of Members in the ensuing Annual General Meeting to be held for
the financial year ended March 31, 2026.
TRANSFER TO RESERVES
The Company proposes to transfer Rs 32.59 Lakhs to Special Reserves out
of the amount available for appropriation and an amount of Rs 130.37 Lakhs is proposed to
be retained in the profit and loss account.
PUBLIC DEPOSITS
The Company being a Non-Deposit Accepting Non-Banking Finance Company,
it has not accepted any deposits from the public during the year under review.
RBI PRUDENTIAL NORMS
The Company being Non-Banking Financial (Non- Deposit Accepting or
Holding), capital adequacy requirement, under Companies Prudential Norms (Reserve Bank)
Directions, 2007, are not applicable to the Company.
ANNUAL RETURN
The Extract of Annual Return of the Company for the financial year
202526 in Form MGT-7 pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is available on
the website of the Company at https://www.kimcfinserv.com/investor-relations/annual-reports .
The Annual Return will be submitted to the Registrar of Companies within the timelines
prescribed under the Act.
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2025-26, 4 (four) meetings of the Board of
Directors were held. The interval between 2 (two) consecutive meetings were well within
the maximum gap of 120 (one hundred and twenty) days as prescribed under Section 173(1) of
the Act. The Board meetings
are usually held in Mumbai where registered office of the Company is
situated. As permitted under Section 173(2) of the Act read with Rule 3 of the Companies
(Meetings of Board and its Powers) Rules, 2014, the facility to participate in the
meetings through video conferencing is also made available to the Board members.
The details of the Board Meetings and the attendance of the Directors
are provided in the Report on Corporate Governance forming part of the Annual Report.
COMMITTEES OF THE BOARD
The Company has constituted committees in accordance with the
requirements of the Companies Act, 2013, SEBI (LODR) Regulations, 2015, and Guidelines
issued by the Reserve Bank of India for NBFC viz.:
i. Audit Committee;
ii. Nomination and Remuneration Committee;
iii. Stakeholders Relationship Committee;
iv. Credit and Investment Committee;
v. Debenture Allotment Committee;
vi. IT Strategy Committee;
AUDIT COMMITTEE
The constitution of the Audit Committee is in compliance with the
provisions of Section 177 of the Companies Act, 2013, read with Regulation 18 of SEBI LODR
2015 and provisions as applicable to NBFC Company. They possess sound knowledge on
Accounts, Audit, Finance, Taxation, Internal Controls etc. During the year under review, 4
(four) Audit Committee meetings were held. The details pertaining to composition of Audit
Committee and the attendance of the members of the Audit Committee are provided in the
Corporate Governance Report and forms part of the annual report.
*The composition of the Committee was re-constituted at Board meeting
held on August 08, 2025, with the following members:
1. Mr. Shyam Khandelwal - Chairman (Non-Executive Independent Director)
2. Mr. Suhas Sahakari - Member (Non-Executive Independent Director)
3. Mr. Vijay Joshi - Member (Non-Executive Independent Director)
4. Mr. Girish Jain - Member (Non-Executive Director)
*The composition of the committee was re-constituted, and Mr. Vijay
Joshi, Independent Director of the Company was appointed as a Member of the Committee in
place of Mr. Anil Sampat respectively.
**Due to completion of first term of Mr. Suhas Sahakari the composition
of the Committee was further re-constituted at Board meeting held on August 05, 2026, with
the following members:
1. Mr. Shyam Khandelwal - Chairman (Non-Executive Independent Director)
2. Mr. Ramesh Chandra Jain - Member (Non-Executive Independent
Director)
3. Mr. Vijay Joshi - Member - (Non-Executive Independent Director)
4. Mr. Girish Jain - Member - (Non-Executive Director)
** Due to completion of first term of Mr. Suhas Sahakari,
(Non-Executive Independent Director) Member of the Committee, the composition of the
committee was re-constituted on August 05, 2026, and Mr. Ramesh Chandra Jain,
Non-Executive Independent Director of the Company was appointed as a Member of the
Committee in place of Mr. Suhas Sahakari respectively.
NOMINATION AND REMUNERATION COMMITTEE
During the year under review 2 (two) Nomination and Remuneration
Committee Meetings were held. The details pertaining to composition of Nomination and
Remuneration Committee, details of meetings held during the year under review and the
attendance of the members of the Nomination and Remuneration Committee are provided in the
Corporate Governance Report and forms part of the annual report.
*The composition of the Committee was re-constituted at Board meeting
held on August 05, 2026, with the following members:
1. Mr. Shyam Khandelwal - Chairman (Non-Executive Independent Director)
2. Mr. Ramesh Chandra Jain - Member (Non-Executive Independent
Director)
3. Mr. Girish Jain - Member (Non-Executive Director)
* Due to completion of first term of Mr. Suhas Sahakari, Chairman of
the Committee (Non-Executive Independent Director), the composition of the committee was
re-constituted on August 05, 2026, and Mr. Ramesh Chandra Jain (Non-Executive Independent
Directors) was appointed as Member and Mr. Shyam Khandelwal, Non-Executive Independent
Director was designated as Chairman of the Committee in place of Mr. Suhas Sahakari
respectively.
STAKEHOLDERS RELATIONSHIP COMMITTEE
During the year under review 1 (one) Stakeholders Relationship
Committee Meeting was held. Stakeholders Relationship Committee has been formed as per the
provisions of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations. The
details pertaining to composition of Stakeholders Relationship Committee, details of
meeting held during the year under review and the attendance of the members of the
Stakeholders Relationship Committee are provided in the Corporate Governance Report forms
part of the annual report.
The Composition of Committee is as follows:
1. Mr. Girish Jain - Chairman (Non-Executive Director)
2. Mr. Rajnesh Jain - Member (Executive Director)
3. Mr. Shyam Khandelwal - Member (Non-Executive Independent Director)
CREDIT & INVESTMENT COMMITTEE
The Board of Directors of the Company has, pursuant to the guidelines
issued by Reserve Bank of India for NBFC, formed Credit and Investment Committee to deal
with the matters related to extending loans and making investments. During the year under
review, no meeting was held. The details pertaining to composition of Credit and
Investment Committee are provided in the Corporate Governance Report forms part of the
annual report.
The Composition of Committee is as follows:
1. Mr. Girish Jain - Chairman (Non-Executive Director)
2. Mr. Rajnesh Jain - Member (Executive Director)
DEBENTURE ALLOTMENT COMMITTEE
During the year under review, no meeting was held. The details
pertaining to composition of Debenture Allotment Committee are provided in the Corporate
Governance Report forms part of the annual report.
The Composition of Committee is as follows:
1. Mr. Girish Jain - Chairman (Non-Executive Director)
2. Mr. Rajnesh Jain - Member (Executive Director)
IT STRATEGY COMMITTEE
During the year under review, 1 (one) IT Strategy Committee Meeting was
held. The details pertaining to composition of IT Strategy Committee and the attendance of
the members of the IT Strategy Committee are provided in the Corporate Governance Report
forms part of the annual report.
The Composition of Committee is as follows:
1. Mr. Rajnesh Jain- Chairman (Executive Director)
2. Mr. Girish Jain - Member (Non-Executive Director)
3. Mr. Raj Randhawa- Member
DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE
COMPANIES ACT, 2013
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
a. in the preparation of the annual financial statements for the year
ended March 31, 2026, the applicable accounting standards had been followed along 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 so as
to give a true and fair view of the state of affairs of the Company as at the end of the
financial year and of the Profit of the Company for the year ended March 31, 2026;
c. the Directors have taken proper and sufficient care to the best of
their knowledge and ability 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 for the financial
year ended March 31, 2026 on a going concern basis;
e. the Directors have laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and operating
effectively;
f. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
AUDITORS
STATUTORY AUDITORS AND REPORT
The Members at the 37th Annual General Meeting appointed M/s V P
Thacker & Co. Chartered Accountants (Firm Registration No. 118696W) as the statutory
auditor of the company for a first term of five years to hold office from the conclusion
of 37th Annual General Meeting till the conclusion of 42nd Annual General Meeting.
The Board of Directors of the Company was further informed that the
existing Statutory Auditors, M/s V P Thacker & Co., Chartered Accountants (Firm
Registration No. 118696W), have tendered their resignation from the position of Statutory
Auditors of the Company due to their merger with M/s. Lodha & Bhatt, Chartered
Accountants. Pursuant to the said merger, the merged firm has been reconstituted and
renamed as M/s. TLB & Co., Chartered Accountants with effect from January 29, 2026.
Accordingly, based on the recommendation of the Audit Committee, the
Board of Directors, at its Meeting held on February 13, 2026 approved the appointment of
M/s. TLB & Co., Chartered Accountants (FRN: 016505S), as the Statutory Auditors of the
Company to fill the casual vacancy caused by the resignation of M/s V P Thacker & Co.,
Chartered Accountants which was further approved by the Members of the Company at the
(01/2026-27) Extra-Ordinary General Meeting held on May 02, 2026 from the conclusion of
Extra-Ordinary General Meeting until the conclusion of the 38th Annual General Meeting of
the Company to be held for the financial year 2025-26, at such remuneration as may be
mutually agreed between the Board of Directors and the Statutory Auditors.
Hence, the Board of Directors of the Company (Board'), based
on the recommendation of the Audit Committee, has proposed the appointment of M/s. TLB
& Co., Chartered Accountants (FRN: 016505S), as the Statutory Auditors of the Company
for a first term of four (4) consecutive years from the conclusion of the 38th AGM till
the conclusion of the 42nd AGM to be held in the year 2030.
It is hereby clarified that pursuant to the aforesaid merger and
reconstitution, the audit terms and the partner signing the audit reports for the Company
shall remain the same. Further, the firm has consented to its appointment and confirmed
that it meets the eligibility criteria under Sections 139, 141, and other applicable
provisions of the Companies Act, 2013 and the rules framed thereunder, including
confirmation that the appointment is within the limits specified under Section 141(3) (g)
of the Act.
The Audit Report issued by M/s. TLB & Co., Chartered Accountants
for the FY 2025-26 forms part of the Annual Report.
The Auditors' Report for the financial year ended March 31, 2026
does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Regulations 24A and 36 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Section 204 and other applicable provisions, if any, of the Companies Act, 2013
and Rules framed thereunder (including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force) M/s Aabid & Co , Company Secretaries, were
appointed as Secretarial Auditors of the Company to conduct secretarial audit of the
Company for a term of 5 (Five) consecutive years with effect from April 01, 2025 until
March 31, 2030, on such remuneration, as recommended by the Audit Committee and as may be
mutually agreed
between the Board of Directors of the Company and the Secretarial
Auditors, from time to time.
The Reports & Certificates of the Secretarial Auditor issued by M/s
Aabid & Co, Company Secretaries, for the FY 2025-26 forms part of the Annual Report.
The Report of the Secretarial Auditor in Form MR-3 & Secretarial
Compliance Report for FY 2025-26 forms part of the Annual Report.
The said Secretarial Audit Report & Secretarial Compliance Report
does not contain any qualification, reservations, adverse remarks or disclaimer.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014, the Company had appointed M/s. L.K.J. and
Associates LLP, Chartered Accountants, as internal auditors of the Company to conduct
Internal Audit for the financial year 2026-27.
The Company has been receiving the reports on internal controls and
systems implemented by the Company at a periodic interval and no lapse have been noticed
during the period under review.
REPORT ON CORPORATE GOVERNANCE
The Company strives to undertake best Corporate Governance practices
for enhancing and meeting stakeholders' expectations while continuing to comply with
the mandatory provisions of Corporate Governance under the applicable framework of SEBI
Listing Regulations.
In compliance with Schedule V of the SEBI Listing Regulations your
Company has annexed a detailed report pertaining to the Corporate Governance of the
Company in the Annual Report.
Further, a Certificate from M/s Aabid & Co. Company Secretaries of
the Company confirming compliance with conditions of Corporate Governance as stipulated in
Regulation 34 read with Schedule V to the SEBI Listing Regulations is annexed to the
Report on Corporate Governance.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143
(12)
During the reporting period, no frauds were reported by Auditors under
sub section (12) of section 143 of the Act, and no offence involving fraud was committed
against the Company by officers or employees of the Company.
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the
code') for its directors and employees. The Code gives guidance and support needed
for ethical conduct of business and compliance of law. The Code reflects the core values
of the Company.
Further, the Code of Conduct for Directors and Senior Management is
also available on the website of the company at https://www.kjmcfinserv .
com/investor-relations/codes-and-policies
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
The Company being registered Non-Banking Finance Company, provisions of
Section 186 of Companies Act 2013, except sub-section (1) is not applicable to the
Company. However, the details of Loans, Guarantees and Investments made are disclosed in
the Notes to the Financial Statements.
>PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transaction entered into by the Company with its related parties,
during the financial year 2025-26, were in ordinary course of business and at arm's
length basis. The details of the Related Party Transactions are set out in the Notes to
Financial Statements forming part of this Annual Report.
Further, the Related Party Transactions undertaken by the Company were
in compliance with the provisions set out in the Companies Act, 2013, read with the Rules
made there under and relevant provisions of Listing Regulations.
All the transactions with related parties were reviewed and approved by
the Audit Committee and were in accordance with the Policy on dealing with and Materiality
of Related Party Transactions, formulated by the Company. The Policy is also available on
the website of the Company viz; https://kimcfinserv.com/investor-relations/codes-and-policies .
The transactions with related party which as required to be reported in
Form AOC- 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 is annexed herewith and forms part of this report.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THIS REPORT
There are no material changes and commitments affecting the financial
position of the Company occurred between the period from end of the financial year to
which these financial statements relate and on the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Disclosure pursuant to Section 134(3) (m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts), Rules 2014:
(A) Conservation of Energy
| S . Particulars No. |
|
|
| 1 the steps taken or impact on conservation of energy; |
Conservation of natural resources continues to be the key
focus area of your Company. Energy Efficiency equipment is installed. Optimizing the water
consumption, Installation of energy efficient cooling water pump and Installed voltage
controllers. Replacement of old motors by energy efficient motors. |
|
| 2 the steps taken by the company for utilizing alternate
sources of energy; |
NA |
|
| 3 the capital investment on energy conservation
equipment's |
NIL |
NIL |
| Technology absorption |
|
|
| (i) the efforts made towards technology absorption |
Updation of in-house Technology is a continuous process,
absorption implemented in our Industry, and Technology developed by R & D department
is fully absorbed for development in the existing product and new models as per
requirement by our company's R & D. |
|
| (ii) the benefits derived like product improvement, cost
reduction, product development or import substitution |
The Company has been able to successfully indigenize the
tools to a large extent which increased the efficiency, better performance and wider
product range. |
|
| (iii) in case of imported technology (imported during the
last three years reckoned from the beginning of the financial year |
NIL |
|
| (a) the details of technology imported |
NA |
|
| (b) the year of import |
NA |
|
| (c) whether the technology been fully absorbed |
NA |
|
| (d) if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof; and |
NA |
|
| (iv) the expenditure incurred on Research and Development |
NIL |
NIL |
Foreign exchange earnings and Outgo
|
2025-26 |
2024-25 |
| (i) The Foreign Exchange earned in terms of actual inflows
during the year |
0.00 |
0.00 |
|
0.00 |
0.00 |
| a. Export Sales & Services |
|
|
| b. Proceed from closure of Foreign Wholly Owned Subsidiary |
|
|
| (ii) The Foreign Exchange outgo during the year in terms of
actual outflows |
0.00 |
0.00 |
RISK MANAGEMENT
The Company has implemented a mechanism for risk assessment and
management. It assists for identification of possible risks associated with the business
of the Company, assessment of the same at regular intervals and taking appropriate
measures. The key categories of risk jotted down while assessment are strategic risks,
financial risks, operational risks and such other risk that may potentially affect the
working of the Company.
CORPORATE SOCIAL RESPONSIBILITY ("CSR'')
The provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 relating to Corporate
Social Responsibility are not applicable to the Company during the financial year under
review, as the Company does not meet any of the prescribed thresholds specified under
Section 135(1) of the Companies Act, 2013.
During the financial year under review, the Company did not satisfy any
of the aforesaid thresholds prescribed under Section 135(1) of the Companies Act, 2013.
Accordingly, the provisions relating to Corporate Social Responsibility were not
applicable to the Company for the financial year under review.
Consequently, the Company was not required to constitute a Corporate
Social Responsibility Committee, formulate a Corporate Social Responsibility Policy,
identify CSR projects or activities, or incur any expenditure towards Corporate Social
Responsibility in accordance with the provisions of the Companies Act, 2013.
The Board confirms that the Company shall continue to monitor the
applicability of the provisions of Section 135 of the Companies Act, 2013 and shall comply
with the applicable statutory requirements as and when they become applicable.
ANNUAL EVALUATION
The Nomination and Remuneration Committee of the Company has laid down
the criteria for performance evaluation of the Board and individual directors including
the Independent Directors and Chairperson covering various aspects of the Board's
functioning such as adequacy of the composition of the Board and its committees, Board
Culture, execution and performance of specific duties, obligations and governance.
The criteria include evaluation of the Board, its' Committees,
Independent Directors / Non-Executive Directors / Executive Directors and the Chairperson
of the Company.
Annual evaluation of performance of Non-Independent Directors, the
Board as a whole and the Chairperson of the Company was carried out, taking into account
the views of Executive Directors and Non-Executive Directors.
The Directors expressed satisfaction with the evaluation process.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31,2026, the Board of Directors of the Company comprises of
6 (Six) Directors consisting of a Whole-Time Director and 5 (Five) NonExecutive Directors,
including 1 (one) Woman Director and 3 (Three) Independent Directors. The constitution of
the Board of the Company is in accordance with Section 149 of the Act read with Regulation
17 of SEBI Listing Regulations.
On the basis of the written representations received from the
Directors, none of the Directors of the Company were disqualified under Section 164 (2) of
the Act to hold their respective offices.
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mrs. Shraddha Rajnesh Jain (DIN: 00156306), NonExecutive
Director of the Company will retire by rotation at the ensuing Annual General Meeting. The
Board of Directors on the recommendation of the Nomination and Remuneration Committee and
based on the report of performance evaluation, has recommended re-appointment of Mrs.
Shraddha Rajnesh Jain (DIN: 00156306) as Director of the Company liable to retire by
rotation. Mrs. Shraddha Jain (DIN: 00156306) being eligible has offered herself for
re-appointment. A resolution seeking shareholder's approval for her re-appointment
along with the required details forms part of the Notice of AGM.
During the year under review, the tenure of Mr. Anil Sampat (DIN:
06735051), Non-Executive, Independent Director ended on July 14, 2025 after completion of
his first term. The Board placed on records its appreciation towards Mr. Anil Sampat (DIN:
06735051) for his valuable guidance and services rendered by him during their tenure as an
Independent Directors of the Company.
Further, Ms. Khushbu Ashok Bohra ceased to be the Company Secretary and
Compliance Officer (KMP) of the Company w.e.f. February 13, 2026 and Mr. Omkar Raghunath
Bamne, Associate Member of the Institute of Company Secretaries of India was appointed as
the Company Secretary and Compliance Officer (KMP) of the Company w.e.f. February 16,
2026.
Additionally, Mr. Sajjan Kumar Bawri ceased to be the Chief Financial
Officer (KMP) of the Company w.e.f. May 22, 2025 and Mr. Kartik Armougam Konar, was
appointed as the Chief Financial Officer (KMP) of the of the Company w.e.f. August 08,
2025.
DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of independence
prescribed under the Act, and the Listing Regulations. The Independent Directors have
confirmed that they have registered their names in the data bank maintained with the
Indian Institute of Corporate Affairs.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Director of the Company and the
Board is satisfied of the integrity, expertise, and experience including proficiency in
terms of Section 150(1) of the Act and applicable rules made thereunder.
FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS
The Board members are provided with necessary documents / brochures,
reports and internal policies to enable them to familiarize with the Company's
business, procedures and practices.
Periodic presentations are made at the Board and Committee meetings on
business and performance updates of the Company, global business environment, business
strategy and risks involved. Detailed presentations on the Company's business
segments are made at the separate meetings of the Independent Directors from time to time.
Further, details of Familiarisation programme is also available on the
Company's website at https://www.kimcfinserv.com/investor-relations/
codes-and-policies
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
During the year under review, No significant or material orders were
passed by the Regulators or Courts or Tribunals which can have impact the going concern
status and the Company's operations in future.
ADEQUACY OF INTERNAL CONTROL
The Company has established and maintained adequate financial controls
commensurate with its size, scale and complexity of its operations. The Company has
established and maintained policies and procedures required and efficiently conduct its
business, safeguard its assets, detect frauds and errors, maintain accuracy and
completeness of accounting records in a timely and reliable manner.
During the financial year under review, The Company continues to have
periodical internal audits conducted of all its functions and activities to ensure that
system and processes are followed across all areas. During the year under review, no
material or serious observation has been received from the Auditors of your Company citing
inefficiency or inadequacy of such controls.
SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
(ICSI') and during the year under review, the Company has complied with all the
applicable provisions of the standards.
PARTICULARS OF EMPLOYEES
The information required under Section 197 (12) of the Companies Act,
2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
i. The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year 2025-26;
| Directors |
Ratio to median remuneration |
| Non-Executive Directors* |
|
| Mr. Girish Jain |
0.42 |
| Mrs. Shraddha Jain |
0.32 |
| Mr. Vijay Joshi |
0.36 |
| Mr. Shyam Ramsharan Khandelwal |
0.44 |
| Mr. Suhas Narayan Sahakari |
0.34 |
| Mr. Anil Sampat |
0.10 |
| Executive Director |
|
| Mr. Rajnesh Jain |
9.09 |
*Sitting fees paid to all the Non-Executive Directors of the Company.
The median remuneration is calculated based on the salary paid during
the financial year to employees on payroll as on March 31, 2026.
ii. The percentage increase in remuneration of each Director, Chief
Financial Officer, Company Secretary, if any, in the financial year;
| Name |
Designation |
% increase in remuneration in the financial year i.e. 2025-26 |
| Mr. Girish Jain * |
Non-Executive Director & Chairperson |
Not applicable |
| Mr. Vijay Joshi* |
Non-Executive Independent Director |
Not applicable |
| Mr. Shyam Khandelwal* |
Non-Executive Independent Director |
Not applicable |
| Mr. Suhas Sahakari* |
Non-Executive Independent Director |
Not applicable |
| Mrs. Shraddha Jain* |
Non-Executive Director |
Not applicable |
| Mr. Rajnesh Jain |
Whole-Time Director |
Nil |
| Mr. Sajjan Kumar Bawri (Resigned w.e.f May 22, 2025) |
Chief Financial Officer |
Not applicable |
| Mr. Kartik Konar (Appointed w.e.f August 08, 2025) |
Chief Financial Officer |
Not applicable |
| Ms. Khushbu Bohra (Resigned w.e.f February 13, 2026) |
Company Secretary & Compliance Officer |
Not Applicable |
| Mr. Omkar Raghunath Bamne (Appointed w.e.f February 16, 2026) |
Company Secretary & Compliance Officer |
Not applicable |
"entitled only for sitting fees
iii. The percentage increase in the median remuneration of employees in
the financial year: there was no increase in the median remuneration of employees.
iv. The number of permanent employees on the rolls of Company as on
March 31, 2026: 6 (Six)
v. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
There is no increase in Average percentile in salaries of employees
other than managerial Personnel.
vi. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms remuneration is as per the remuneration policy of
the Company.
There are no employees falling within the purview of Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no such
details, are required to be given.
PREVENTION OF INSIDER TRADING
The Company has adopted "Internal Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons & Code of Practices and Procedures
for Fair Disclosures of Unpublished Price Sensitive Information" ("Code")
as amended from time to time with a view to regulate trading in securities by the
Directors, designated persons of the Company including their immediate relatives. The Code
requires pre-clearance for dealing in the shares of the Company for consideration more
than the threshold limit provided therein and prohibits trading in shares of the Company
by the Directors, designated persons including their immediate relatives while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed.
The Board is responsible for implementation of the Code. All the Board
Members and the designated employees have confirmed compliance with the said Code. The
Code has been made available on the Company's website at https://kimcfinserv.com/investor-relations/codes-and-policies .
WHISTLE BLOWER/VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy and has established the
necessary vigil mechanism for directors and employees in confirmation with Section 177(9)
of the Act and Regulation 22 of SEBI Listing Regulations to report concerns about
unethical behaviour, actual or suspected fraud or violation of the Company's Code of
Conduct or Ethics Policy. The policy provides for adequate safeguards against
victimization of employees under the mechanism and also provides for direct access by any
employee to the Chairperson of the Audit Committee for such matters.
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. During the year under review, no person
was denied access to the Chairperson of the Audit Committee.
During the financial year, no cases under this mechanism were reported
to the Company and/or to any of its subsidiaries/associate. The Whistle Blower Policy has
been posted on the website of the Company at https://
kimcfinserv.com/investor-relations/codes-and-policies.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Act, read with Investor Education
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended
(Rules'), underlying Shares pertaining to dividends remained unclaimed for a
period of seven years from the date of transfer to the Unpaid Dividend Account of the
Company are liable to be transferred to the IEPF.
Shareholders /claimants whose shares, unclaimed dividend, have been
transferred to the aforesaid IEPF Account or the Fund, as the case may be, may claim the
shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5
(available on http://www.iepf.gov . in) along with
requisite fee as decided by the IEPF Authority from time to time.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to providing and maintaining a safe, secure,
inclusive and harassment-free workplace for all its employees and ensuring a work
environment that upholds the dignity and respect of every individual.
The Company recognizes the importance of preventing sexual harassment
at the workplace and is committed to complying with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
("POSH Act") and the rules made thereunder.
During the financial year under review, the Company had less than ten
employees. Accordingly, in terms of Section 4 of the POSH Act, the Company was not
required to constitute an Internal Committee for redressal of complaints of sexual
harassment.
Nevertheless, the Company continues to maintain a zero-tolerance
approach towards any form of sexual harassment and has taken appropriate measures to
promote a safe and respectful work environment. Any complaint of sexual harassment, if
received, shall be dealt with in accordance with the provisions of the POSH Act, including
by referring the matter to the Local Committee constituted by the District Officer,
wherever applicable.
The status of complaints relating to sexual harassment during the
financial year is as under:
| No of complaints pending resolution as at beginning of
Financial year 2025-26 |
No of complaints received during Financial
year 2025-26 |
No of complaints resolved during Financial
year 2025-26 |
No of complaints pending resolution as at
end of Financial year 202526 |
| Nil |
Nil |
Nil |
Nil |
The Board affirms its continued commitment to ensuring a workplace that
is free from discrimination, harassment and intimidation and shall ensure compliance with
the applicable provisions of the POSH Act as and when required.
ADHERENCE TO PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:
The Company confirms its compliance with the provisions of the
Maternity Benefit Act, 1961 and the rules made thereunder. All applicable benefits,
including paid maternity leave, nursing breaks, and other entitlements under the Act, are
duly extended to eligible women employees. The Company remains committed to fostering a
supportive and inclusive workplace in accordance with the statutory requirements and best
practices.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on the Management Discussion and Analysis for the financial
year under review is annexed and forms part of this report.
The Management Discussion and Analysis Report provides a comprehensive
overview of the Company's operational and financial performance during the financial
year under review. It covers, inter
alia, the industry structure and developments, business performance,
opportunities and threats, outlook, risks and concerns, internal control systems and their
adequacy, financial performance with respect to operational performance, material
developments in human resources, and other significant factors affecting the
Company's business and operations.
Pursuant to Regulation 34(2) (e) read with Schedule V (Part B) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Management Discussion and Analysis Report forms an integral
part of this Board's Report and is annexed herewith.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING IS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 ("IBC") DURING THE YEAR ALONG WITH ITS
STATUS AS AT THE END OF FINANCIAL YEAR
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016, during the year along with their status as at the end of the
financial year is not applicable.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not entered into one-time settlement for any loan or
credit facilities from any Bank or Financial Institutions been made during the period
under review.
MAINTENANCE OF COST RECORDS AND COST AUDIT
During the year under review, provisions of Rule 8(5)(ix) of the
Companies (Accounts) Rules, 2014 read with Section 148(1) and rule 3 and 4 of the
Companies (Cost Records and Audit) Rules, 2014, were not applicable on the Company.
OTHER DISCLOSURES
The Board of Directors confirm that no disclosure or reporting is
required in respect of the following matters as there were no transactions on these
matters during the financial year 2025-26:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise;
2. Issue of sweat equity shares to its directors or employees;
3. Non-exercising of voting rights in respect of shares purchased
directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule
16(4) of Companies (Share Capital and Debentures) Rules, 2014;
4. Revision of financial statements and Board's Report of the
Company pertaining to previous financial years, during the year under review.
ACKNOWLEDGMENT
Your directors would like to express their gratitude to the
shareholders for reposing unstinted trust and confidence in the management of the Company
and will also like to place on record their sincere appreciation for the continued
co-operation, guidance, support and assistance extended by our bankers, customers,
Government & Non-Government Agencies & various other stakeholders.
Your directors also place on record their appreciation of the vital
contribution made by employees at all levels and their unstinted support, hard work,
solidarity, cooperation and stellar performance during the year under review.
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