KSS Limited (formerly K Sera Sera Limited), a company currently undergoing Corporate Insolvency Resolution Process (CIRP), has announced its unaudited financial results for the quarter ended December 31, 2025. The results were approved by Resolution Professional Dharmendra Dhelariya on February 11, 2026, as the company continues to navigate through insolvency proceedings.

Corporate Insolvency Resolution Process Status

The company entered CIRP following an order dated January 24, 2023, by the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench. The insolvency proceedings were initiated after KSS Limited defaulted on convertible bonds amounting to ₹13 crores issued to Micro Capitals Private Limited, triggering a liability of ₹67,11,69,217. The default occurred on April 1, 2021, during the COVID-19 pandemic when the company was experiencing severe financial hardship.

Mr. Dharmendra Dhelariya was appointed as the Interim Resolution Professional (IRP) and later confirmed as the Resolution Professional (RP) by the Committee of Creditors. Under Section 17 of the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors stand suspended, with all management responsibilities vested in the Resolution Professional.

Resolution Plan Rejection and Liquidation Application

A significant development occurred when the Hon'ble NCLT Mumbai Bench rejected the resolution plan submitted by Micro Capitals Private Limited on March 24, 2025. The order provided no further directions, leaving the company in a state of uncertainty. Following this rejection and the expiry of the CIRP period, the Resolution Professional convened a meeting of the Committee of Creditors to determine the next course of action.

The Committee of Creditors did not pass the resolution for initiation of liquidation by the requisite majority. However, given the circumstances, the Resolution Professional has filed an application before the Hon'ble NCLT for initiation of liquidation proceedings against the company. This application remains pending for adjudication.

Financial Results Overview

The unaudited financial results for the quarter ended December 31, 2025, include both standalone and consolidated statements. The consolidated results encompass the financial performance of KSS Limited and its subsidiaries, including K Sera Sera Digital Cinema Private Limited, K Sera Sera Multiplex Limited, Birla Jewels Limited, Birla Gold and Precious Metals Limited, and step-down subsidiary KSS E-commerce Technologies Private Limited.

The company's paid-up equity share capital stands at ₹21,358.75 lakhs with a face value of ₹1 per share. The earnings per share for the quarter remained at -₹0.00 for both basic and diluted calculations.

Regulatory and Legal Challenges

KSS Limited faces multiple regulatory and legal challenges that continue to impact its operations. The company's securities have been suspended from trading on the National Stock Exchange since November 27, 2020, due to non-compliance with Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 for two consecutive quarters.

The company is dealing with several disputed demands and legal proceedings:

• Income Tax Demand: ₹2,669.23 lakhs disputed for assessment years 2014-15 to 2020-21
• VAT Demand: ₹1,035.05 lakhs including interest and penalty on cinematographic film leasing
• Customs Demand: ₹734.06 lakhs under EPCG Scheme non-adherence
• SEBI Penalty: ₹12 crores for SEBI Act violations plus ₹10 lakhs under Section 15A(a)

Auditor's Disclaimer

The statutory auditors, Amit Ramakant & Co., have issued a disclaimer of conclusion on both standalone and consolidated financial results. The auditors cited several significant matters that prevented them from obtaining sufficient appropriate evidence, including concerns about subsidiary investments worth ₹6,199.90 lakhs, outstanding advances of ₹399.46 lakhs, and various other financial irregularities.

The auditors specifically noted that two subsidiaries, Birla Jewels Limited and Birla Gold and Precious Metals Limited, had negative net worth as of December 31, 2025, raising questions about impairment provisions for investments in these entities.

Conclusion

KSS Limited continues to operate under the Corporate Insolvency Resolution Process with an uncertain future. The rejection of the resolution plan and the pending liquidation application indicate the company's challenging financial position. With multiple regulatory disputes, suspended trading status, and auditor disclaimers, the company faces significant hurdles in its path to recovery. The Resolution Professional's management of affairs continues as stakeholders await the NCLT's decision on the liquidation application.