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To, The Members, KAKA INDUSTRIES LIMITED

The Directors of your company have pleasure in presenting their 7th Board's Report based on the audited financial statements of the company for the year ended on ended 31/03/2026.

1. Financial Results

The highlights of the financial results for the financial year 2025-26 are as under:

(Rupees in Lakhs except EPS)

Particulars 31/03/2026 31/03/2025
Revenue from Operations 26,323.31 19,778.34
Other Income 59.31 28.12
Total Income 26,382.62 19,806.46
Cost of Material Consumed 15,822.20 12,464.63
Purchases of Stock in Trade 2,077.73 1,257.61
Changes in inventories of finished goods, work-in-progress & Stock-in-trade -304.02 -943.52
Employee Benefit Expenses 1,267.28 1,173.58
Finance Costs 637.33 521.4
Depreciation and Amortization Expenses 472.21 363.85
Other Expenses 3,920.03 3,218.45
Total expenses 23,892.76 18,056.00
Profit/(Loss) before Tax 2,489.86 1,750.46
Tax Expenses
- Current Tax 525.00 305.00
- Deferred Tax 89.13 156.60
- Excess/Short Provision Written back/off -1.68 2.57
Profit/(Loss) after Tax 1,877.40 1,286.28
Earnings Per Share (Face Value per Share Rs.10 each)
-Basic (In Rs) 13.74 9.42
-Diluted (In Rs) 13.74 9.42

2. Dividend

For the year under review in order, your director does not recommend any dividend on the equity shares of the Company to conserve the funds for the company's future expansion.

3. Brief description of the Company's working during the year

During the year under review, the revenue from operations of the Company stood at Rs. 26,323.31 Lakhs, as compared to Rs. 19778.34 Lakhs in the previous year. The Profit After Tax for the year stood at Rs. 1877.40 Lakhs as compared to profit of Rs. 1286.28 Lakhs in the previous year.

4. State of Company's Affairs

The company is engaged in the business of Manufacturing of PVC profile and products thereof. Compounding is the process of melt blending with other additives and changes the characteristics of Plastic. Following major events occurred during the year:

A. During the year under review, the Company took a significant step towards sustainability by approving an investment in a 7.5 MW Captive Open Access Solar Power Plant. The project, with an estimated investment of Rs. 25 crore, is proposed to meet a substantial portion of the electricity requirements of the Company's manufacturing facilities through renewable energy. This initiative is expected to reduce power costs, improve energy efficiency, and reinforce the Company's commitment to environmentally sustainable and responsible business practices.

B. CRISIL Ratings assigned a Long-Term Credit Rating of CRISIL BBB/Stable to the company's bank facilities totaling £60 crore, reflecting moderate credit risk and financial stability. The rating is subject to continuous surveillance and will remain valid until 31/03/2026, unless revised or revalidated based on future developments.

C. Shifting of Registered Office of the Company from Plot No. 67, Bhagwati Nagar, Opp Nilkanth Arcade, Opp Kathwada Gidc, Kuha-Kanbha Road, Odhav, Ahmedabad-382415, Gujarat, India to 501 & 601, Sahitya Business Park, Nr. Sahjanand Business Park, S.P. Ring Road, Nikol, Ahmedabad, Gujarat-382350. Beside above, there has been no change in the business of the Company during the financial year ended 31/03/2026

5. Transfer to reserves

For the financial year ended 31/03/2026 the Company had not transferred any sum to General Reserve Account. Therefore, your Company remained the balance of profit to Profit & Loss Accounts of the Company on 31/03/2026.

6. Quality initiative

The Company continues to sustain its commitment to the highest levels of quality, superior services management and mature business continuity management. Our customer-centricity, process rigor, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.

7. Shares capital

1. Authorized Capital:

During the year under review, the Authorized Share Capital of the Company remained Rs. 14,00,00,000- (Rupees Fourteen Crore only) divided into 1,40,00,000 (One Crore Forty Lakhs only) Equity Shares of face value Rs. 10/- each ranking pari-passu in all respect with the existing Equity Shares of the Company.

II. Issued, subscribed and paid-up share capital:

During the year under review, the issued, subscribed and paid-up share capital of the Company remained Rs. 13,66,00,000- (Rupees Thirteen Crore Sixty-Six Lacs only) divided into 1,36,60,000 (One Crore Thirty-Six Lakhs Sixty Thousand only) Equity Shares of face value Rs. 10/- each.

8. Deposit from public

The Company has neither accepted nor renewed any deposits covered under section 73 to 76 of the Companies Act, 2013 during the year under review. The company had not accepted unsecured loans from its directors at the end of year under report. The Company had obtained required declaration as referred to in proviso to Rule 21(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014

9. Particulars of Loans, Guarantee or Investments

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Companies Act, 2013, and LODR Regulations, are provided in the financial statements.

10. Subsidiary / Associate / Joint Venture companies

During the year under review, no company/body corporate/any other entity has become or ceased to be the subsidiary Joint Ventures or Associate Companies.

11. Change in the nature of business

During the period under review, the Company has not changed its line of business in such a way that amounts to commencement of any new business or discontinuance, sale or disposal of any of its existing businesses or having off any segment or division.

12. Material changes and commitments affecting the financial position of the company

During the year under review, the Company took a significant step towards sustainability by approving an investment in a 7.5 MW Captive Open Access Solar Power Plant. The project, with an estimated investment of Rs. 25 crore, is proposed to meet a substantial portion of the electricity requirements of the Company's manufacturing facilities through renewable energy. This initiative is expected to reduce power costs, improve energy efficiency, and reinforce the Company's commitment to environmentally sustainable and responsible business practices.

Beside above, there has been no change in the business of the Company during the financial year ended 31/03/2026

13. Details of significant and material orders passed by the regulators, courts and tribunals

The Company has complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company's operations in future.

14. Internal Control and their adequacy

The Company has a well-established internal control system. The Company strives to maintain a dynamic system of internal controls over financial reporting to ensure reliable financial record-keeping, transparent financial reporting and disclosure and protection of physical and intellectual property.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, are enclosed as Annexure - I to the Board's report.

16. Directors and Key Managerial personnel

The Board of the Company comprises of following Directors and Key Managerial Personnel:

S.N. Name of Director & Key Managerial personnel Designation DIN
1. Mr. Rajesh Dhirubhai Gondaliya Managing Director & Chairman 03454540
2. Mr. Bhavin Rajeshbhai Gondaliya Whole Time Director 07965097
3. Mrs. Prabhaben Rajeshbhai Gondaliya Non Executive Director 06851276
4. Mr. Ishan Jayminbhai Parikh Independent Director 11358690
5. Mr. Jaimish Govindbhai Patel Independent Director 09647472
6. CA Chintan Jayantbhai Bodar CFO -
7. Ms. Nishi Dhrumit Shah Company Secretary -

I. Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276), retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment as per the provisions of the section 148 & 152 Companies Act, 2013. The resolutions seeking shareholders' approval for her re-appointment forms part of the Notice.

II. Appointment of Mr. Ishan Jayminbhai Parikh (DIN: 11358690) an Additional Independent Director of the Company w.e.f. 26/11/2025;

III. Resignation of Mr. Rajiv Navinchandra Vyas (DIN: 01581077) from the position of Independent Director of the Company w.e.f. 26/11/2025;

IV. Regularisation of Additional Director of Mr. Ishan Jayminbhai Parikh (DIN: 11358690) as an Independent Director of the company of the Company on 18/03/2026

V. Re-Appointment of Mr. Rajesh Dhirubhai Gondaliya (DIN: 03454540) as a Managing Director & Chairman w.e.f. 18/03/2026

VI. Re-Appointment of Mr. Bhavin Rajeshbhai Gondaliya (din: 07965097) as a Whole Time Director w.e.f. 18/03/2026

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination & Remuneration Committees from time to time.

VII. Nomination and Remuneration Policy:

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of The Companies act, 2013 and SEBI (LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the Company and to harmonies the aspiration of human resources consistent with the goals of the Company. The Remuneration Policy has been updated on the website of the Company at: 

VIII. Particulars of Employees:

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate 'Annexure II' forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Apart from the above, no changes occurred in the Directorship of the company.

17. Declaration by independent directors

All Independent Directors have given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company

18. Board Meetings and participation of directors thereat

During the financial year 2025-26, 15(Fifteen) Board Meetings were held. The interval between any two meetings was well within the maximum allowed gap of 120 days.

The attendance of each of the Directors at the meeting of the Board Meeting during the year under review is as under:

Name and DIN of the Directors Designation Number of Board meetings during the year 2025-26: Held Attended
Mr. Rajesh Dhirubhai Gondaliya (DIN: 03454540) Managing Director & Chairman 15 15
Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097) Whole Time Director 15 15
Mrs. Prabhaden Rajeshbhai Gondaliya (DIN: 06851276) Non-Executive Director 15 15
Mr. Rajiv Navinchandra Vyas (DIN: 01581077) (up to 26/11/2025) Independent Director 10 10
Mr. Ishan Jayminbhai Parikh (DIN: 11358690) (w.e.f. 26/11/2025) Independent Director 6 6
Mr. Jaimish Govindbhai Patel (DIN: 09647742) Independent Director 15 15

Further, The Board, as on 31/03/2026, had four committee namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility (CSR) Committee. The details of composition, meetings and attendance as under:

1. During the financial year 2025-26, 7(Seven) Audit Committee Meetings were held. Name of the Committee Members Designation Number of Audit Committee meetings during the year 2025-26: Held Attended
Mr. Jaimish Govindbhai Patel (DIN: 09647742) Chairman 7 7
Mr. Rajiv Navinchandra Vyas (DIN: 01581077) (up to 26/11/2025) Member 5 5
Mr. Ishan Jayminbhai Parikh (DIN: 11358690) (w.e.f. 26/11/2025) Member 2 2
Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097) Member 7 7

b) During the financial year 2025-26, 3 (Three) Nomination and Remuneration Committee Meetings were held.

Name of the Committee Members Designation Number of Nomination and Remuneration Committee meetings during the year 2025-26: Held Attended
Mr. Rajiv Navinchandra Vyas (DIN: 01581077) (up to 26/11/2025) Chairman 2 2
Mr. Ishan Jayminbhai Parikh (DIN: 11358690) (w.e.f. 26/11/2025) Member 1 1
Mr. Jaimish Govindbhai Patel (DIN: 09647742) Member 3 3
Mrs. Prabhagen Rajeshbhai Gondaliya (DIN: 06851276) Member 3 3

c) During the financial year 2025-26, 1 (One) Stakeholder Relationship Committee Meetings were held.

Name of the Committee Members Designation Number of Stakeholder Relationship Committee meetings during the year 2025-26: Held Attended
Mr. Jaimish Govindbhai Patel (DIN: 09647742) Chairman 1 1
Mr. Rajiv Navinchandra Vyas (DIN: 01581077) (up to 26/11/2025) Member NA NA
Mr. Ishan Jayminbhai Parikh (DIN: 11358690) (w.e.f. 26/11/2025) Member 1 1
Mrs. Prabhagen Rajeshbhai Gondaliya (DIN: 06851276) Member 1 1
1. During the financial year 2025-26, 2 (Two) Corporate Social Responsibility Committee Meetings were held. Name of the Committee Members Designation Number of Corporate Social Responsibility Committee meetings during the year 2025-26: Held Attended
Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097) Chairman 2 2
Mr. Rajiv Navinchandra Vyas (DIN: 01581077) (up to 26/11/2025) Member 1 1
Mr. Ishan Jayminbhai Parikh (DIN: 11358690) (w.e.f. 26/11/2025) Member 1 1
Mrs. Prabhagen Rajeshbhai Gondaliya (DIN: 06851276) Member 2 2

During the year, the Company has conducted following General Meeting

Type of General Meeting Date of General Meeting Mode of Meeting
Annual General Meeting 30/09/2025 Physical
Postal Ballot 18/03/2026 Postal Ballot

19. Constitution of Audit Committee:

Our Company has re-constituted Audit Committee on 26/11/2025 as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) Rules, 2014 and Regulation 18 of SEBI Listing Regulations.

As on 31/03/2026, The Audit Committee comprised of:

Name of the Director Status in Committee Nature of Directorship
Mr. Jaimish Govindbhai Patel (DIN: 09647742) Chairman Independent Director
Mr. Ishan Jayminbhai Parikh (DIN: 11358690) Member Independent Director
Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097) Member Whole Time Director

20. Constitution of Nomination and Remuneration Committee:

Our Company has re-constituted Nomination and Remuneration Committee on 26/11/2025 as per applicable provisions of the Schedule V and other applicable provisions of the Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 19 of SEBI Listing Regulations.

As on 31/03/2026, The Nomination and Remuneration Committee comprised of:

Name of the Director Status in Committee Nature of Directorship
Mr. Ishan Jayminbhai Parikh (DIN: 11358690) Chairman Independent Director
Mr. Jaimish Govindbhai Patel (DIN: 09647742) Member Independent Director
Mrs. Prabhagen Rajeshbhai Gondaliya (DIN: 06851276) Member Non-Executive Director

21. Constitution of Stakeholders Relationship Committee:

Our Company has re-constituted Stakeholders Relationship Committee on 26/11/2025 as per the applicable provisions of the Section 178(5) of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 20 of SEBI Listing Regulations.

As on 31/03/2026, the Stakeholders Relationship Committee comprised of:

Name of the Director Status in Committee Nature of Directorship
Mr. Jaimish Govindbhai Patel (DIN: 09647742) Chairman Independent Director
Mr. Ishan Jayminbhai Parikh (DIN: 11358690) Member Independent Director
Mrs. Prabhaden Rajeshbhai Gondaliya (DIN: 06851276) Member Non-Executive Director

22. Industrial Relations

The Company has adequate skilled & trained workforce for its various areas of operations and the skills up gradation of which is being done on continuous basis for improving the plant operations and quality process. The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable Industrial and Labour laws/rules.

23. Policy Relating to Directors Appointment and Remuneration

The Company has made disclosure Policy for appointment and remuneration of directors and other matters referred to in Section 178(3) of the Act with rule 6 of the Companies Meeting of Board and its power), Rules, 2014 and the details of the same as provided in company's web site 

24. Director Remuneration

During the year the Company has paid remuneration and Sitting fees to its Directors as more particularly described in notes to accounts of Audited Financial Statement.

25. Directors Responsibility Statement

To the best of the knowledge and belief of the Directors of the Company and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013.

(a) In the preparation of the annual accounts for the year ended 31/03/2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

(b) The Directors' have selected such accounting policies, applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31/03/2026 and of the profit of the Company for the year ended on that date.

(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.

(e) 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.

26. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. However, as part of good corporate governance, the Company has taken prior omnibus approval of the Board is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. Your Directors draw your attention to notes to the financial statements for detailed related party transactions entered during the year.

27. Statutory Auditor

Your directors are pleased to inform that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Dinesh R. Thakkar & CO., Chartered Accountant, FRN: 102612W, Ahmedabad has been re-appointed as the Statutory Auditor of the Company for a second term of four (4) consecutive years, to hold office from the conclusion of the 6th Annual General Meeting until the conclusion of the 10th Annual General Meeting of the Company

28. Review of Auditors Report

The Statutory Auditors of the Company have given their Audit Report on the standalone financial statements of the Company for the financial year ended 31/03/2026. All the items on which the Auditors have commented in their report are self-explanatory and suitably explained in the Notes to the Accounts. There is no qualification, reservation, adverse remark, comments, observations or disclaimer given by the Statutory Auditors in their report.

29. Secretarial Audit and Auditors Report

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Murtuza Mandorwala & Associates, Practicing Company Secretary (Membership No. F10745 and C.P. No.:14284) to undertake the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit report for the financial year ended 31/03/2026 is annexed herewith as 'Annexure III' to this report. The Secretarial Audit Report contain qualification/ remark, and details of the same along with Management report are as under:

Secretarial Auditor's Remark Management Comments
During the year under review company has failed to comply with Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 i.e Some of Event in SDD software was not captured in due course of time and were recorded retrospectively to ensure accurate and complete documentation. The Company notes the observation regarding Regulations 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, and reiterates its commitment to high governance standards. All Unpublished Price Sensitive Information (UPSI) details were preserved in the Structured Digital Database (SDD), with select retrospective entries made solely to ensure data integrity and a complete audit trail. To prevent administrative delays, the Company has upgraded its internal controls, automated tracking, and real-time entry protocols to ensure seamless, ongoing compliance
The Company experienced a delay in intimating the Credit Rating to the Stock Exchange(s) beyond the stipulated timelines under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. With reference to the observation made by the Secretarial Auditor, the Board wishes to clarify that the delay in intimating the Credit Rating was purely inadvertent, unintentional, and without any deliberate intent. Upon realizing the oversight, the Company immediately filed the requisite disclosure with the Stock Exchange(s). The Company remains deeply committed to strict compliance and has further strengthened its internal tracking systems to ensure immediate and seamless reporting in the future.
During the period under review, the outcome of the Board Meeting held on January 2, 2026, was submitted to the Stock Exchange beyond the timeline prescribed under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. With reference to the Secretarial Auditor's observation regarding the Board Meeting outcome dated January 2, 2026, the Board wishes to clarify that the disclosure time gap was purely inadvertent, operational, and without any deliberate intent. The Company remains fully committed to strict compliance and has since updated its internal filing protocols to ensure all future disclosures strictly align with prescribed timelines.

Further A certificate has been issued by Murtuza Mandorwala & Associates., Company Secretaries in practice, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is annexed as 'Annexure - IV' to this Report.

30. Internal Auditor:

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, CA Dhamendra R Thakkar (D.R. Thakkar & Associates), Chartered Accountants, Membership No. 101292, FRN : 117286W, Ahmedabad, have been appointed as an Internal Auditors of the Company for Financial Year 2025-26.

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.

31. Cost Auditor

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the company has appointed M/s BRS & Associates (FRN: 000730), Cost Accountants, Ahmedabad cost auditor to audit the cost records of the company for the financial year 2026-27.

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be approved by the Members of the Company. The resolutions seeking approval of the remuneration of the Cost Auditor for the financial year 2026-27 forms part of the Notice.

32. Annual Return

Pursuant to the requirement under section 134(3) (a) and 92(3) of the Companies Act, 2013 (the Act), it is hereby reported that the Company is maintaining website   and the copy of form MGT-7 Annual Return for year ended 31/03/2026 is also placed on it.

33. Business Risk Management

The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized, monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact of adverse events and maximize the realization of opportunities.

34. Corporate Social Responsibility

In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order to implementing CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in 'Annexure- V' of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The company through its CSR initiative towards supporting projects in the areas of education, healthcare, rural development, women empowerment and various other social matters continues to enhance value creation in the society and in the community in which it operates, through its services, conduct & initiatives, so as to promote sustained growth for the society and community, in fulfillment of its role as Socially Responsible Corporate.

As on 31/03/2026 the CSR Committee comprised of:

Name of the Director Status in Committee Nature of Directorship
Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097) Chairman Whole Time Director
Mr. Ishan Jayminbhai Parikh (DIN: 11358690) Member Independent Director
Mrs. Prabhagen Rajeshbhai Gondaliya (DIN: 06851276) Member Non-Executive Director

35. Corporate Governance:

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

Further Pursuant to Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, read with Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 regulation of corporate governance are not applicable to company.

36. Management Discussion & Analysis Report:

Management's Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as 'Annexure VI'

37. Code of Conduct

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company's website at 

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

38. Reporting of frauds by auditors

During the year under review, the statutory auditor has not reported to the board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

39. Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism for the Directors and Employees of the Company by adopting the Whistle Blower Policy to report about the genuine concerns, unethical behavior, fraud or violation of Company's Code of Conduct. The Company has in place a confidential reporting mechanism for any whistle blower to report a matter.

40. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee ('ICC') is in place at all work locations of the Company to address complaints received regarding sexual harassment.

During the Financial Year 2025-26, no complaints were received. The summary of cases is given below:

Particulars Status
(a) Number of complaints of sexual harassment received during the year Nil
(b) Number of complaints disposed of during the year Nil
(c) Number of cases pending for more than ninety days Nil

41. Disclosure under the Maternity Benefit Act 1961:

Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby states that the Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961, including but not limited to grant of maternity leave, nursing breaks, protection from dismissal during maternity leave, and provision of creche facilities wherever applicable. The Company remains committed to providing a safe, supportive, and inclusive work environment for all women employee

42. Appointment of RTA:

M/s Bigshare Services Private Limited is a Registrar and Share Transfer Agent of the company in order to Compliance with the provision of Companies Act, 2013.

All the equity shareholders of the Company have Demat their Equity Shares as on 31/03/2026 and none of shareholders holding shares in physical form.

43. Material Orders

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

44. Listing with Stock Exchange

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2025-26 to the BSE Limited where the shares of the Company are listed.

45. Prevention of Insider Trading

The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

46. Status of Cases Filed Under Insolvency and Bankruptcy Code, 2016

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC)

47. Compliances of Applicable Secretarial Standards

The Board of Directors affirms that the company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the General Meetings.

48. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Not Applicable

49. Transfer to Investor Education & Protection Fund

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as 'the Act') read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the 'IEPF Rules'), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority, but there is no such unpaid dividend of last seven years, so this clause is not applicable to the company.

50. Shareholders' Dispute Resolution Mechanism:

The SEBI vide circular 31/07/2023 and subsequent circular dated 20/12/2023, read with Master Circular dated 11/08/2023, has specified that a shareholder shall first take up his/her/their grievance with the listed entity/RTA by lodging a complaint directly with the concerned listed entity/RTA and if the grievance is not redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines, escalate the same through the SCORES Portal in accordance with the process laid out therein. Only after exhausting all available options for resolution of the grievance, if the shareholder is not satisfied with the outcome, he/she/they can initiate dispute resolution through the Online Dispute Resolution ('ODR') Portal. Shareholders are requested to take note of the same.

51. Acknowledgement and appreciation

The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their Departments and the Local Authorities for their continued guidance and support. Your Directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its suppliers, dealers, business partners and others associated with the Company. Your Directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

For and on behalf of the Board of Directors for KAKA INDUSTRIES LIMITED

Rajesh Dhirubhai Gondaliya Managing Director & Chairman (DIN:03454540)

Annexure - I

Conservation of energy, technology absorption and foreign exchange earnings and outgo for a year 2025-26

[Pursuant to clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rule, 2014]

SI. No. Particulars Comments
(A) Conservation of energy
(i) the steps taken or impact on conservation of energy; The Company is committed to the efficient and responsible utilization of energy across its operations. It continuously focuses on optimizing energy consumption through efficient use of equipment, monitoring of energy usage, and adoption of appropriate energy-efficient practices. The Company also encourages awareness and responsible energy management among its employees and operational teams. During the year, as part of its ongoing initiatives towards energy conservation and increased reliance on renewable sources of energy, the Company commissioned a 7.5 MW solar power plant in Gujarat in June 2026 on land owned by the Company. The solar power plant has been established to meet the Company's power requirements through renewable energy and to reduce its dependence on conventional sources of electricity. Based on the estimated power generation, current operating parameters and prevailing electricity costs, the solar power plant is expected to result in estimated power cost savings of approximately Rs. 35-40 Lakh per month.
(ii) the steps taken by the Company for utilizing alternate sources of energy; The solar power plant, projected to have an approximate lifespan of 25 years, represents a pivotal step in KAKA's journey towards sustainable and eco-friendly manufacturing practices.
(iii) the capital investment on energy conservation equipments Rs. 2547.96 Lakhs
(B) Technology absorption
(i) the efforts made towards technology absorption The Company continuous to use the latest technologies for improving the productivity and quality of its services and products.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; Nil
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year:
(a) the details of technology imported Nil
(b) the year of import N.A.
(c) whether the technology been fully absorbed N.A.
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and N.A.
(iv) the expenditure incurred on Research and Development Nil
(C) Foreign exchange earnings and Outgo Inflow (In Rs.) / Outflow (In Rs.)
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows 49.87 Lakhs / 400.23 lakhs

For and on behalf of the Board of Directors for KAKA INDUSTRIES LIMITED

Rajesh Dhirubhai Gondaliya Managing Director & Chairman (DIN:03454540)

Annexure - II

Particulars of Employees

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year and the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year Sr. No. Name of Director/KMP and Designation Remuneration of Director/KMP for F.Y. 2025-26 (in Rs. lakhs) % increase in Remuneration in the F.Y. 205-26 Ratio of Remuneration of each Director/to median remuneration of employees
1. Mr. Rajesh Dhirubhai Gondaliya Managing Director & Chairman (DIN: 03454540) 90.00 Nil 50.78:1
2. Mr. Bhavin Rajeshbhai Gondaliya Whole Time Director (DIN: 07965097) 90.00 Nil 50.78:1
3. Mrs. Prabhagen Rajeshbhai Gondaliya Non-Executive Director (DIN: 06851276) N.A. N.A. N.A.
4. Mr. Jaimish Govindbhai Patel Independent Director (DIN: 09647742) N.A. N.A. N.A.
5. Mr. Rajiv Navinchandra Vyas Independent Director (DIN: 01581077) Cessation w.e.f. 26/11/2025 N.A. N.A. N.A.
6. Mr. Ishan Jayminbhai Parikh Independent Director (DIN: 11358690) Appointment w.e.f. 26/11/2025 N.A. N.A. N.A.
7. Mr. Chintan Jayantibhai Bodar CFO 26.98 28.59% N.A.
8. Mrs. Nishi Dhrumit Shah Company Secretary 2.13 Nil N.A.

II. The percentage increase in the median remuneration of employees in the financial year:

Particulars 2025-26 2024-25 Increase/Decrease (%)
The median remuneration of all employee per annum Rs. 1.77 Lakhs Rs. 1.76 Lakhs 0.57%

III. Number of permanent employees on the role of the Company as on 31/03/2026: 269 Nos.

IV. Average percentage increase made in the salaries of employees other than the managerial personnel in comparison of the last financial year is 28.16% while there is an average increase of 3.87% in the remuneration of Key Managerial personnel in comparison to the last financial year.

V. The remuneration of KMP is as per the recommendations of the Nomination & Remuneration Committee.

VI. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid director during the year: There are no employees of the Company who receive remuneration in excess of the highest paid Director of the Company.

VII. It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

For and on behalf of the Board of Directors for KAKA INDUSTRIES LIMITED

Rajesh Dhirubhai Gondaliya Managing Director & Chairman (DIN:03454540)