Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Expected future operating losses are not provided for. Where the Company expects some or all of the expenditure required to settle a provision will be reimbursed by another party, the reimbursement is recognised only when it is virtually certain that reimbursement will be received if the entity settles the obligation.
Contingencies
Contingent liability is disclosed in case of:
(i) a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity; or
(ii) a present obligation arising from past events where:
• it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or
• the amount of the obligation cannot be measured with sufficient reliability.
Contingent assets are disclosed where an inflow of economic benefits is probable Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.
Where the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under such contract, the present obligation under the contract is recognised and measured as a provision for onerous contract/foreseeable losses.
Commitments
Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:
• estimated amount of contracts remaining to be executed on capital account and not provided for;
• uncalled liability on shares and other investments partly paid;
• funding related commitment to subsidiary, associate and joint venture companies; and
• other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of management.
Other commitments related to sales/procurements made in the normal course of business are not disclosed to avoid excessive details.
Discontinued operations and non-current assets held for sale
Discontinued operation is a component of the Company that has been disposed of or classified as held for sale and represents a majorline of business.
Non-current assets and disposal groups are classified as held for sale if their carrying amount is intended to be recovered principally through a sale (rather than through continuing use) when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sale of such asset (or disposal group) and the sale is highly probable and is expected to qualify for recognition as a completed sale within one year from the date of classification.
Non-current assets and disposal groups classified as held for sale are measured at lower of their carrying amount and fair value less costs to sell.
Investments in Subsidiaries and Associates
Investments in subsidiaries and associates are carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries and associates, the difference between net disposal proceeds and the carrying amounts are recognised in the Statement of Profit and Loss.
Dividend to Shareholders
Final dividend distributed to equity shareholders is recognized in the period in which it is approved by the members of the Company in the Annual General Meeting. Interim dividend is recognized when approved by the Board of Directors at the Board meeting. Dividend distributed (including interim dividend) is recognized in the Statement of changes in Equity.
Accounting and reporting of information for Operating Segments
Operating segments are those components of the business whose operating results are regularly reviewed by the chief operating decision making body in the Company to make decisions for performance assessment and resource allocation. The reporting of segment information is the same as provided to the management for the purpose of the performance assessment and resource allocation to the segments. Segment accounting policies are in line with the accounting policies of the Company. In addition, the following specific accounting policies have been followed for segment reporting:
i) Segment revenue includes sales and other operational revenue directly identifiable with/allocable to the segment including inter segment revenue.
ii) Expenses that are directly identifiable with/allocable to segments are considered for determining the segment result.
iii) Most of the common costs are allocated to segments mainly on the basis of the respective segment revenue estimated at the beginning of the reporting period.
iv) Income and expense not allocable to segments is included in “Unallocable corporate income net of expenditure”.
v) Segment result represents profit before interest and tax and includes margins on inter-segment capital jobs, which are reduced in arriving at the profit before tax of the Company.
vi) Segment result includes the finance costs incurred on interest bearing advances with corresponding credit included in “Unallocable corporate income net of expenditure”.
vii) Segment results are not adjusted for any exceptional item.
viii) Segment assets and liabilities include those directly identifiable with the respective segments. Unallocable corporate assets and liabilities represent the assets and liabilities that relate to the Company as a whole.
ix) Segment non-cash expenses forming part of segment expenses also includes the fair value of the employee stock options which is accounted as employee compensation cost [Note 1(ii)(r) above] and is allocated to the segment.
x) Segment revenue resulting from transactions with other business segments is accounted on the basis of transfer price which are either determined to yield a desired margin or agreed on a negotiated basis.
Accounting Policy, Change in Accounting Estimates and Error
If the Material error occurred before the earliest prior period presented then entity shall correct the same retrospectively in the first set of financial statement approved for issue after the discovery after restating the opening balance of assets, Liabilities and equity for the earliest prior period presented.
Key sources of estimation
The preparation of financial statements in conformity with Ind AS requires that the management of the Company makes estimates and assumptions that affect the reported amounts of income and expenses of the period, the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the financial statements. The estimates and underlying assumptions made by management are explained under respective policies. Revisions to accounting estimates include useful lives of property, plant and equipment & intangible assets, allowance for expected credit loss, future obligations in respect of retirement benefit plans, expected cost of completion of contracts, provision for rectification costs, fair value / recoverable amount measurement, tax provisions etc. Difference, if any, between the actual results and estimates is recognised in the period in which the results are known.
Foreign Currency translation
Initial Recognition: Foreign currency transactions are recorded in functional currency using the exchange rate prevailing on the date of transaction
Subsequent recognition: As at the reporting date, monetary assets and liabilities denominated in foreign currency are restated at the closing exchange rates. Exchange differences arising out of actual payment / realization and from the year end restatement are recognized in the statement of Profit and Loss.
Forward Contracts: Foreign exchange forward contracts outstanding at the year-end on account of firms commitment / highly probable forecast transactions are marked to market and the gains / losses, if any, are recognized in the Statement of Profit and Loss. The Company does not enter into any speculative transactions in derivatives.
Interim Financial Reporting (Ind AS 34)
The interim financial results are prepared in accordance with Ind AS 34 - Interim Financial Reporting, as notified under the Companies Act, 2013.The same accounting policies and methods of computation as followed in the annual financial statements have been applied.
Estimates used are consistent with those of the previous financial year unless stated otherwise. Interim results are not necessarily indicative of the full-year performance.
The increase during the year is primarily attributable to goodwill recognized on the acquisition of Parveen Roadways amounting to Rs. 1,192.89 lakhs (refer note 2.23) which is allocated to the Logistics cash-generating unit.
For the purpose of impairment testing goodwill acquired on business combination is entirely allocated to the CGUs which benefit from the synergies of acquisition cash-generating unit. The company internally reviews the goodwill for impairment at the operating segment level, after allocation of goodwill to the CGUs.
The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use. The fair value of CGU as at 31 March 26 is determined based on an independent valuers report dated 19 February 2025. Value-in¬ use is determined based on discounted future cash flows, with a perpetual growth rate assumed at 4.00% and the discount rate assumed at 20.78%.
As at 31 March 26, the estimated recoverable amount of CGU exceeds its carrying amount. Reasonable sensitivites in key assumptions is unlikely to cause the carrying amount to exceed the recoverable amount of the CGU.
During the year, the Company acquired 30% equity interest in Phoenix Kothari Footwear Private Limited for a consideration of Rs. 13.896.37 lakhs. Based on the level of ownership and representation on the Board of Directors, the investment has been classified as an investment in an associate in accordance with Ind AS 28. The associate is currently in the pre-commercialisation phase and has incurred losses during the year as part of its establishment and development activities. Management assessed the investment for impairment in view of these indicators. Based on the management’s assessment of the value-in-use, no impairment provision has been recognised as the recoverable amount exceeds the carrying amount of the investment.
All the above investments are carried at cost.
The unbilled receivables balance primarily pertains to revenue recognized in respect of contracts acquired pursuant to the acquisition of Parveen Roadways. Upon acquisition, the Company applied to the respective government authorities for change of the contracting entity’s name from Parveen Roadways to Kothari Industrial Corporation Limited. Billing could not be undertaken as the approval for change of the contracting entity’s name with the respective government authorities is pending. The Company expects to raise the invoices upon receipt of the necessary approval.
Receivable from Governnment Authorities represents subsidy receivable amounting to Rs. 80.78 lakhs, pertaining to the financial year 2013-14. The Company is actively pursuing the necessary documentation to facilitate the receipt of this subsidy, ensuring its appropriate accounting treatment in accordance with Indian Accounting Standard 20. Confirmation of balance from Government department is awaited.
^Acquisition of Parveen Roadways
The Company has acquired Parveen Roadways, a sole proprietorship firm engaged in logistics and railway-related services, for a consideration of Rs. 24.04 crores (Paid as an advance on 28/03/2025) through a business transfer agreement dated 8th April 2025. The business includes over 100 vehicles (such as tippers, trailers, buses, and forklifts) and a workforce of approximately 500 employees. Major clients include Integral Coach Factory, Southern Railways, Port Trusts, and Aavin Milk Factory.
**Strategic Investment in Phoenix Kothari Footwear Limited (PKFL)
The Company has entered into an agreement in FY 24-25 to acquire 30% equity stake in Phoenix Kothari Footwear Limited (PKFL) from Mr. Rafiq Ahmed for a total consideration of Rs. 9,906 lakhs. PKFL is a reputed contract manufacturer for global footwear brands such as CROCS and Adidas. This strategic investment is aimed at strengthening KICLs global supply chain presence and supporting PKFLs growth and innovation initiatives in the footwear sector. Advance of Rs 7000 lakhs was given during the said year for this purpose. Subsequently, the advance was adjusted in FY 25-26.
(vi) The consent terms filed on 05.03.2000 with the Supreme Court and decreed by the said Court in the matter of share allotment and sale of 5 The consent terms filed on 05.03.2000 with the Supreme Court and decreed by the said Court in the matter of share allotment and sale of 5.33 grounds of land effects of the decree has not been considered in the books of accounts of the company, since the consent decree terms are yet to be implemented. A suit has since been filed in Madras High Court for implementation of the scheme.
(vii) During the year, NCLT, Chennai vide its order dated 10.05.2024 had allowed for reduction of share capital from Rs. 9,55,54,425 to Rs. 6,24,19,425. Pursuant to NCLT order on reduction of capital, Promoters and Promoters group holding reduced from 93,05,038 to 26,78,038 shares.
(viii) During the year 2024-2025 the Company made the following Preferential allotments of 3,00,00,000 shares as on 29.07.2024, 3,52,00,000 shares as on 20.01.2025 and 1,50,34,220 shares as on 27.03.2025.
(ix) During the year 2025-2026 the Company made the following Preferential allotments of 10,15,000 shares as on 08.04.2025,1,27,37,600 shares as on 23.07.2025, 4,20,000 shares as on 02.08.2025 and 11,31,068 shares as on 29.11.2025.
Term loan of Rs. 29 lakhs from ICICI Bank is taken for purchase of vehicle at interest rate of 9.10% repayable in 48 installments. Secured on a first charge on the Vehicle and the creation of charge has been filed with the ROC.
Term loan of Rs. 22 lakhs from HDFC Bank is taken for purchase of vehicle at interest rate of 9.01% repayable in 39 installments commencing from 07/01/2025. Secured on a first charge on the Vehicle and the creation of charge has been filed with the ROC.
The Company has used the borrowings from banks and financial institutions for the specific purpose for which they were obtained.
No loans have been guaranteed by the Directors of the Company or any other person.
34. In accordance with IND AS 12 - “Income Taxes”, During the current year, the Company has incurred losses and hence no provision for current tax has been made under the Income Tax Act, 1961.
35. With respect to the pending litigations, the company has not provided for additional financial commitment over and above the amount due and appearing in the books of accounts to the various litigations.
36. The Government of India notified the new Labour Codes on 21st November 2025. While the codes have come into effect from the said date, the supporting final rules are yet to be notified by the respective authorities. The Company has carried out an evaluation of the potential impact of the new Labour Codes on its financials and employee cost structure. Based on this assessment, the estimated impact on employee benefits in terms of qualifying wages under the new labour code is 13.81% and related liabilities is approximately 6.58% (Rs. 3.96 lakhs). The Company continues to monitor developments and will update its policies, disclosures, and compliance framework once the final rules are issued.
37. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other source or kind of funds) by the company to or in any other person(s) or entity(ies) including foreign entities (“intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary, shall, whether 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 provide any guarantee, security or the like on behalf of the ultimate beneficiaries as per Clause (e)(i) of Rule 11 of Companies Audit and Auditors Rules, 2014.
38. No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding parties”), with the understanding, whether recorded in writing or otherwise, the Company shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries as per Clause (e)(ii) of Rule 11 of Companies Audit and Auditors Rules, 2014.
39. The proceedings initiated by the Collector of Nilgiris for the repossession of certain plots of land in Coonoor, earmarked for public use, have been challenged by the company through a writ petition filed before the Madras High Court. The matter is currently pending adjudication. The next date of hearing is scheduled on 14.07.2026.
40. Contingent liabilities and commitments (to the extent not provided for) :
a) Income Tax Liability: For FY 2021-22, creating a contingent liability for income tax Notice of Demand under Section 156 of the Income-Tax Act, 1961, Rs. 95.34 lakhs (FY 2023-24: Rs. 95.34 lakhs)
b) Legal Opinion on Land Dispute: the legal opinion on the 5.33 acres land dispute. This dispute concerns the parking area at the Nungambakkam head office and is still pending in court. Rs. 882.80 lakhs (FY 2023-24: Rs. 882.80 lakhs)
c) Ennore Land Sale: The company sold the Ennore factory during FY 2023-24. As per Section 50C, the company is required to pay capital gains tax on the fair market value of the property, which is INR 110 crores. Rs. 1284.67 lakhs (FY 2023-24: Rs. 1284.67 lakhs) Refer Note 36 of FY 23-24 Audited Financial Statements for references.
d) The Company has received GST demand notices (DRC-01) aggregating to Rs. 66,27,248 relating to FY 2022-23 and FY 2023-24. The Company has submitted replies to the respective notices, and the matters are pending before the GST authorities. Based on management’s assessment, no provision has been recognised in the financial statements as the outcome of the proceedings is presently not ascertainable.
e) The Company has received a notice under Section 148A(1) of the Income Tax Act, 1961, dated 21st March 2026, relating to FY 2021-22 (AY 2022-23). The notice proposes disallowance of expenses amounting to Rs. 3,37,04,222, resulting in a demand of Rs. 1,16,26,892. The Company is in the process of filing its reply to the show cause notice and firmly believes that the demand raised is erroneous.
41(A) During the year ended 31st March 2026, the shareholders through a special resolution have approved KICL Employee Stock Option Scheme. Based on the recommendation of the Nomination and Remuneration Committee, 46,86,000 ESOPs shall be issued from time to time under this scheme. As on 31st March 2026, the Company has not yet implemented this scheme.
41(B) During the year, the Company has applied on 16th March 2026 for voluntarily delisting its equity shares from the Calcutta Stock Exchange, pursuant to applicable regulatory provisions. The Company is awaiting the final order confirming delisting as on the date of this statement. The delisting was undertaken to streamline compliance and reduce administrative costs, while ensuring continued listing and trading of the Company’s equity shares on other recognized stock exchanges. The Company remains fully compliant with SEBI (LODR) Regulations, 2015.
42. Subsequent to the submission of financial results under Regulation 33 of SEBI (LODR) for FY 2025-26, the Company has regrouped certain items in the audited financial statements presented in this Annual Report. These changes have been made to enhance clarity and align with the revised presentation format adopted by the Company.
The regrouping does not impact the previously reported profit/loss or total equity. Comparative figures have been restated accordingly.
43. Employee Benefit Obligations
(a) Defined Contribution Plan
The Company makes provident fund contributions to the fund maintained with the office of Regional Provident Fund Commissioner. The company has recognized Rs. 1,88,72,330/- (Previous year Rs. 29,63,977/-) in the Statement of Profit and Loss under ‘Contribution to provident and other funds’.
(b) Defined Benefit Plan
The Company has a gratuity benefit plan applicable to all employees. Employees are eligible for gratuity as per the provisions of the Payment of Gratuity Act, 1972, with a vesting period of five years of service, on resignation, retirement or death.
(C) Other employee benefits
Compensated Absences: The Company provides for the encashment of leave or leave with pay to employees. The employees are entitled to accumulate leave subject to certain limits, for future availment/ encashment. The liability is provided based on the number of days of unutilized days of leave at each Balance sheet date on the basis of year-end actuarial valuation using projected unit credit method. The scheme is unfunded.
IND AS 19 - Employee Benefits: The Company has made the following disclosures as per IND AS 19:
Investment Risk: The present value of the defined benefit obligation is calculated using a discount rate determined by reference to market yields on government bonds at the end of the reporting period.
Interest Rate Risk: A decrease in the bond interest rate will increase the plan liability.
Salary Risk: Higher-than-expected salary increases will increase the defined benefit obligation.
Longevity Risk: The present value of the defined benefit obligation is calculated by reference to the best estimate of the mortality of plan participants.
Attrition Rate: The actuarial assumption for employee attrition is based on the Company’s past history.
Expected Rate of Return on Plan Assets: The expected rate of return on plan assets is based on the average long¬ term rate of return expected on investments of the fund during the estimated term of the obligation.
Note No. 44: Other Information:
1. Going Concern Disclosure: The financial statements have been prepared on a going concern basis, which assumes that the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.
2. IND AS 113 - Fair Value Measurement: The Company has applied IND AS 113 to measure the fair value of its financial instruments and other assets as required. The fair value hierarchy used for measurement and disclosures is in accordance with the prescribed levels in IND AS 113.
3. Financial Risk Management: The Company is exposed to various financial risks, including market risk, currency risk, credit risk, and liquidity risk. The Company’s risk management framework is designed to identify and mitigate these risks:
Market Risk: The Company manages market risk through diversification and hedging strategies.
Currency Risk: Exposure to currency risk is managed through forward contracts and natural hedges.
Credit Risk: The Company manages credit risk by setting credit limits and monitoring the creditworthiness of customers.
Liquidity Risk: The Company maintains sufficient cash and liquid investments to meet its obligations.
Interest Rate Senstivity analysis
The Company considering the economic environment in which it operates has determined the interest rate sensitivity analysis (interest exposure) at the end of the reporting period. The interest rate for the Company are fixed rates and this analysis is prepared assuming the amount of the borrowings outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point /- fluctuation in the interest rate is used for disclosing the sensitivity analysis.
The interest rate senstivity analysis is done holding on the assumption that all other variables remaining constant.
4. Capital Management
The Company’s objective when managing capital are to:
a) safeguard the Company’s ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
b) Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the company may vary the distribution of dividends to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The capital structure of the Company consists of debt and total equity of the Company and monitors capital, based on this capital structure’s gearing ratio.
The gearing ratio at the end of the reporting period is computed as follows:
5. Additional Disclosures:
a) The Company has not traded or invested in cryptocurrency or virtual currency during the financial year.
b) The Company does not have any transactions not recorded in the books of accounts that have been surrendered or disclosed as income during the year under the Income Tax Act, 1961.
c) The Company has complied with the number of layers prescribed under section 2(87) of the Companies Act, 2013.
d) The Company has not been declared a wilful defaulter by any bank, financial institution, or lender during the year.
e) The Company does not have any charges or satisfaction pending for registration with ROC beyond the statutory period.
f) Quarterly returns or statements of current assets filed with banks or financial institutions are in agreement with the books of accounts.
g) The Company does not have any transactions with companies that have been struck off.
h) The Indian Parliament has approved the Code on Social Security, 2020, which may impact contributions towards Provident Fund and Gratuity. The Company will assess the impact and provide appropriate disclosures once the corresponding rules are notified.
i) No dividend have been paid/provided during the year ended 31st March 2026
j) No Transfers Between Levels of Fair Value Hierarchy: There have been no transfers between levels of the fair value hierarchy used in measuring the fair value of financial instruments during the period.
k) The Company has not received any whistle-blower complaints during the year.
l) No Changes in Classification of Financial Assets: There have been no changes in the classification of financial assets into those at amortized cost, fair value through OCI, or fair value through P&L, during the period.
m) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
n) During the first year of the agreement with Royer Group (June 2024 - July 2025), the Company was granted a waiver of the Minimum Guaranteed Royalty to support brand promotion, branch openings, and production ramp-up. For the second year (July 2025 - June 2026), the contractual royalty payable is EUR 189,048. This liability has not been provided in the books, as negotiations with Royer Group are ongoing as of the reporting date, and management is optimistic of securing a waiver of the minimum guaranteed royalty.
6. Category-wise Classification of Financial Instruments:
Financial Assets Measured at Amortized Cost: Rs. 14,347.64 lakhs (Previous year Rs.1959.39 lakhs)
Financial Assets Measured at FVTPL: NIL
Financial Assets Measured at FVTOCI: NIL
Financial Liabilities Measured at Amortized Cost: Rs. 1744.13 lakhs (Previous year: Rs. 4701.38 lakhs)
7. Significant Changes:
Expansion of Kickers Retail Business
KICL has commenced retail operations for the Kickers brand under a 30-year license agreement with Groupe
Royer, France. As of 31st March 2026, the Company has opened two exclusive brand outlets, including one at VR
Mall, Chennai. Future plans include the launch of 100 exclusive stores, 700 multi-brand outlet (MBO) counters,
and online presence across India and eight neighbouring countries.
During the year ended 31 March 2026, the Company acquired the logistics business of Parveen Roadways as a going concern with effect from 08 April 2025 pursuant to a business transfer agreement dated 08 April 2025, to expand its logistics and facility management operations. The acquisition has been accounted for under the acquisition method in accordance with Ind AS 103 - Business Combinations. Total consideration transferred: Rs. 2404.00 lakhs. The fair values of identifiable assets acquired and liabilities assumed as at the acquisition date amounts to Rs. 1211.11 lakhs.Goodwill of Rs. 1,192.89 lakhs represents assembled workforce, expected synergies with the Company’s distribution network and future customer growth, none of which qualify for separate recognition. Goodwill is not deductible for income-tax purposes. From the acquisition date, the acquired business contributed revenue of Rs. 2,138.53 lakhs and loss before tax of Rs. 226.13 lakhs. The seller is a related party as defined in Ind AS 24; the transaction was approved by the Audit Committee on 19 February 2026 and Board resolution no.11 and shareholders on 19 February 2026 Board resloution and undertaken at arm’s length based on an independent valuation by Mr. Jaypal Parmar, Registered Valuer registered with IBC Membership no.IBBI/RV/06/13110 dated 10 February 2026.
8. No Correction of Prior Period Errors : There has been no correction of prior period errors during the period.9. Appointment of Company Secretary : The Company Secretary of the Company was appointed from 19-03-2018.10. Approval of Financial Statements : The financial statements were approved for issue by the Audit Committee and the Board of Directors at their respective meetings conducted on 03-06-2026.
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