To,
The Members,
Kisan Mouldings Limited
The Board of Directors ('Board') have pleasure in presenting the
Company's Thirty-Seventh (37th) Annual Report on the business and operations of
the Company together with the Standalone and Consolidated Audited Financial Statements for
the Financial Year ended March 31, 2026.
1. FINANCIAL PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS:
The Company's financial performance for the Financial Year ended March
31, 2026 is summarised below:
| Particulars |
Standalone |
Consolidated |
|
FY 2025-26 |
FY 2024-25 |
FY 2025-26 |
FY 2024-25 |
| Revenue from operations |
25,007.37 |
27,335.35 |
25,007.37 |
27,335.35 |
| Add:- Other Income |
344.87 |
48.50 |
343.67 |
47.30 |
| Total Income |
25,352.24 |
27,383.85 |
25,351.04 |
27,382.65 |
| Total Expenses |
26090.59 |
27,037.23 |
26,092.93 |
27,043.49 |
| Profit/ (loss) before tax (PBT) |
(738.35) |
346.62 |
(741.89) |
339.16 |
| Exceptional Items |
|
|
|
|
| De- recognition of financial liabilities |
- |
- |
- |
- |
| Net Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
| Less:- Tax expenses |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit/(loss) after tax (PAT) |
(738.35) |
346.62 |
(741.89) |
339.16 |
| Other Comprehensive Income/ (Loss) |
3793 |
(11.08) |
37.93 |
(11.08) |
| Total Comprehensive income/ (loss) |
(700.42) |
335.54 |
(703.95) |
328.08 |
| Other equity excluding Revaluation reserve |
7428.21 |
8,628.68 |
7429.30 |
8,633.30 |
| Earning per equity share |
|
|
|
|
| Basic & Diluted |
(0.62) |
0.29 |
(0.62) |
0.28 |
During the Financial Year 2025-26, the Revenue from Operations of the
Company on both standalone and consolidated basis stood at Rs. 25,007.37 Lakhs as compared
to Rs. 27,335.35 Lakhs in the previous Financial Year 2024-25, reflecting a decline of
8.52%. The Total Income of the Company also decreased to Rs. 25,352.24 Lakhs on standalone
basis and Rs. 25,351.04 Lakhs on consolidated basis during FY 2025-26 as against Rs.
27,383.85 Lakhs and Rs. 27,382.65 Lakhs respectively in FY 2024-25.
Further, the Company reported Net Loss after Tax of Rs. 738.35 Lakhs on
standalone basis and Rs. 741.89 Lakhs on consolidated basis during FY 2025-26 as compared
to Net Profit after Tax of Rs. 346.62 Lakhs and Rs. 33916 Lakhs respectively in the
previous financial year. Consequently, the Company recorded Total Comprehensive Loss of
Rs. 700.42 Lakhs on standalone basis and Rs. 703.95 Lakhs on consolidated basis during FY
2025-26 as against Total Comprehensive Income of Rs. 335.54 Lakhs and Rs. 328.08 Lakhs
respectively in FY 2024-25.
In order to increase further sales in the near future, the Company is
planning to adopt various strategies and programmes which will boost the demand for the
Company's products. The Company is of the view to focus on magnifying innovations in the
marketplace through brilliant execution and on building markets of the future or what we
call as 'market development' and thereby enhancing stakeholders value.
There has been no change in business during the financial year under
review. Discussion on the state of Company's affairs is covered in the Management
Discussion and Analysis.
2. INDIAN ACCOUNTING STANDARDS:
Pursuant to the notification issued by the Ministry of Corporate
Affairs dated February 16, 2015, notifying the Companies (Indian Accounting Standards)
Rules, 2015, the Company has adopted Indian Accounting Standards (Ind-AS) with effect from
April 1, 2017.
3. NATURE OF BUSINESS:
Kisan Mouldings Limited (KML) has built a plethora of products in the
plastic piping and irrigation industry and is positioned to gain traction in the market
there by bringing in with it stronger sales, higher growth, improved customer services and
higher profitability. The products address the needs of various customers spanning from
architects, builder, farmers and individuals.
There was no change in the nature of business of the Company, during
the year under review.
4. TRANSFER TO RESERVES:
During the year under review, the Company has not transferred any
amount to any Reserves out of current year profits.
5. NUMBER OF MEETINGS OF THE BOARD:
During the year 2025-2026 the Board of Directors of the Company met
"Four (4)" times during the year under review in respect of which proper notices
were given and the proceedings were properly recorded, signed and maintained in the
minute's book kept by the Company for the purpose. The intervening period between the
Board Meetings were well within the maximum time between the two meetings prescribed under
section 173 of the Companies Act, 2013, 4 (Four) board meetings were convened and held on
May 06, 2025, August 04, 2025, October 27, 2025 and January 27,
2026. The details of the meetings of the Board of Directors of the
Company held and attended by the Directors during the financial year 2025-2026 are given
in the Corporate Governance Report. The intervening gap between two consecutive meetings
was within the period prescribed under the Companies Act, 2013 Secretarial Standards on
Board Meetings and SEBI LODR as amended from time to time.
6. NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:
During the year 2025-26 Four (4) meetings of the Audit Committee were
convened and held on May 06, 2025, August 04, 2025, October 27, 2025 and January 27, 2026.
The details of Audit Committee Meetings and the attendance of members are provided in the
Corporate Governance Report, which is part of this report. All recommendations of the
Audit Committee have been accepted by the Board.
As at March 31, 2026, the audit committee was comprised with 4 (Four)
members with Mrs. Asha Anil Agarwal being the Chairman, Mr. Rishav Aggarwal, Mr. Abhilash
Lal and Mr. Sunil Agarwal as its members.
7. COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY:
a) Nomination Remuneration Committee
During the year 2025-2026 Two (2) Nomination remuneration Committee
were convened and held on August 04, 2025 and January 27, 2026. The details of
Nomination Remuneration Committee Meetings and the attendance of
members are provided in the Corporate Governance Report, which is part of this report.
As at March 31, 2026, the Nomination Remuneration Committee was
comprised with 3 (Three) members with Mr. Abhilash Lal being the Chairman, Mr. Arun
Agarwal, and Mr. Hosdurg Sundar Upendra Kamath as its members.
b) Stakeholder Relationship Committee
During the year under review One (1) Stakeholder Relationship Committee
Meeting were convened and held on January 27, 2026.
As at March 31, 2026, the Stakeholder Relationship Committee was
comprised with Three (3) members with Mrs. Asha Anil Agarwal being the Chairman, Mr.
Rishav Aggarwal, and Mr. Ajay Kumar Jain as its members.
c) Risk Management Committee
Our company falls within the top 2000 listed entities; therefore, as
per SEBI LODR Regulations, the constitution of a Risk Management Committee is not
mandatory for us, since the requirement applies only to the top 1000 listed entities.
However, we have voluntarily constituted the Risk Management Committee in the interest of
strengthening our governance framework and proactively managing risks w.e.f January 22,
2025.
During the year under review there were no Risk Management Committee
Meeting were held.
As at March 31, 2026, the Risk Management Committee was comprised with
Three (3) members with Mr. Sanjeev Aggarwal being the Chairman, Mr. Rishav Aggarwal, and
Mr. Arun Agarwal as its members.
8. MEETINGS OF THE MEMBERS
The previous Annual General Meeting of the Company for the financial
year 2024-2025 was held on 25th September, 2025 through VC/OAVM.
9. PARTICULARS OF THE EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY
HELD DURING THE YEAR: There was no Extra Ordinary General Meeting held during the year
under consideration.
10. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
The Management Discussion and Analysis for the year under review as
stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), is
presented in a separate section forming part of this Annual Report.
11. DIVIDEND:
With a view to conserve the resources, your directors do not recommend
any dividend during the financial year ended March 31, 2026 under review.
12. SHARE CAPITAL:
During the financial year 2025-26 the Company had not issued/allotted
any shares, thus there was no increase or decrease in the paid up and subscribed share
capital of the Company.
Thus the paid-up equity share capital of the Company as at March 31,
2026 stood at ' 1,19,46,30,650/- (One Hundred Nineteen Crores Forty Six Lakhs Thirty
Thousand Six Hundred Fifty only) comprising of 11,94,63,065 Equity Shares of '10/- each.
The Authorised Share Capital of the Company as at March 31, 2026 stood at
'1,25,00,00,000/- (One Hundred Twenty Five Crores only) comprising of 12,50,00,000 Equity
Shares of ' 10/- each.
Shares held by the Holding Company as on 31.03.2026
| Shareholder Name |
Address |
Number of Shares of Rs. 10 each |
% of holding |
| 1. Apollo Pipes Limited |
37, Hargobind Enclave Vikas Marg, New Delhi 110092 |
7,40,00,000 |
61.94% |
13. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company are prepared in
accordance with the relevant Indian Accounting Standards issued by the Institute of
Chartered Accountants of India and forms as an integral part of this Report.
14. DEPOSITS:
During the year under review, your Company has not accepted any
deposits within the meaning of Section 73 and Section 76 of the Companies Act, 2013 read
with Companies (Acceptance of Deposits) Rules, 2014.
15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT AND CHANGE IN NATURE OF BUSINESS OF
THE COMPANY:
Except as stated below, there have been no material changes and
commitments affecting the financial position of the Company which have occurred between
the end of the financial year to which the financial statements relate and the date of
this Report.
Based on the recommendation of the Board of Directors, the members of
the Company, vide special resolution passed through Postal Ballot on April 22, 2026,
approved the shifting of the Registered Office of the Company from the State of
Maharashtra to the National Capital Territory of Delhi, subject to the approval of the
Central Government and such other approvals, permissions and sanctions as may be required
under applicable laws.
16. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:
Pursuant to provisions of Section 143 (12) of the Companies Act, 2013
there were no frauds reported by the Auditors of the Company during the year under review,
to the Audit Committee or the Board of Directors, as such there is nothing to report under
Section 134 (3) (ca) of the Companies Act, 2013.
17. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act, 2013, the Board of
Directors make the following statements to the best of their knowledge and ability:
a. That in the preparation of the annual financial statements, the
applicable accounting standards have been followed along with proper explanation and that
no material departures have been made from the same;
b. That such accounting policies as mentioned in Notes to the
Financial Statements have been selected and applied 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 March 31, 2026 and of the losses of the Company for the
year ended on that date;
c. That 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. That the annual financial statements have been prepared on a
going concern basis;
e. That the directors had laid down proper internalfinancial
controls to be followed by the Company and such internal financial controls are adequate
and operating effectively; and
f. That the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
18. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
There was no change in the Board of Directors during the year under
review. Pursuant to the provisions of Section 149 of the Companies Act, 2013 and
Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements Regulations,
2015) the Board of Directors of the Company is duly constituted with optimum composition
of the executive and non-executive directors including independent woman director. The
complete list of Directors of the Company has been provided as part of the Corporate
Governance Report.
Subsequent to the close of the financial year ended March 31, 2026, Mr.
Sanjeev Amarnath Aggarwal, Chairman and Managing Director and Mr. Sunil Agarwal,
Non-Executive Independent Director of the Company, resigned from their respective
positions with effect from May 05, 2026. The Board places on record its sincere
appreciation and gratitude for the valuable contributions, guidance, and support extended
by them during their association with the Company.
Further, based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors at its meeting held on May 05, 2026, approved and
recommended the appointment of Mr. Arun Agarwal as Managing Director of the Company for a
period of three years with effect from June 01, 2026, subject to the approval of the
shareholders at the ensuing Annual General Meeting.
Retire by Rotation
In accordance with the provisions of Section 152(6)(e) of the Companies
Act, 2013 and in terms of Articles of Association of the Company, Mr. Ajay Kumar Jain
(DIN: 01052886), Non-executive Director of the Company and being longest in the office is
liable to retire by rotation at ensuing 37th Annual General Meeting of the Company and
being eligible, have offered himself for re-appointment.
Brief profile of the Directors proposed to be appointed/re-appointed as
required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standard - II on General meetings (SS-2)
issued by the Institute of Company Secretaries of India (ICSI), are provided in the Notice
of 37th AGM of the Company.
Key Managerial Personnel
During the year under review, Ms. Falak Mody was appointed as Company
Secretary & Compliance Officer of the Company with effect from August 04, 2025,
consequent to the resignation of Mr. Vijay Indukumar Joshi with effect from July 25, 2025.
Subsequently, Ms. Falak Mody resigned with effect from April 30, 2026 and Mr. Ranveer
Kumar was appointed as Company Secretary & Compliance Officer of the Company with
effect from May 05, 2026.
Independent Directors
As per the provisions of the Act, the Independent Directors are not
liable to retire by rotation.
Pursuant to Section 149(7) of the Act, the Company has received
declarations from all Independent Directors confirming that they meet the criteria of
independence as specified in Section 149(6) of the Act, as amended, read with Rules framed
thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation
25(8) of the Listing Regulations, the Independent Directors have confirmed that they are
not aware of any circumstance or situation which exists or may be reasonably anticipated
that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence and that they are independent of
the Management.
The Board of Directors of the Company have taken on record the
declaration and confirmation submitted by the Independent Directors after undertaking due
assessment of the veracity of the same. The Board is of the opinion that the Independent
Directors possess the requisite qualifications, experience, expertise and they hold high
standards of integrity.
The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act and have also confirmed that their
registration with the databank of Independent Directors maintained by the Indian Institute
of Corporate Affairs is in compliance with the requirements of the Companies (Appointment
and Qualifications of Directors) Rules, 2014.
Further all those Independent Directors who are required to undertake
the online proficiency self - assessment test as contemplated under Section 150 (1) of the
Companies Act, 2013 and applicable rules thereunder have passed such test.
19. DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors of the Company have submitted a declaration
under section 149(7) of the Companies Act, 2013 and confirmed that they meet the criteria
of independence as mentioned under the provisions of sub-section (6) of Section 149 of the
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 along with declaration received pursuant to sub rule (3)
of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as
amended from time to time. The Independent Directors have also confirmed that they have
complied with Schedule IV of the Companies Act, 2013 and the Company's Code of Conduct.
20. STATEMENT OF BOARD OF DIRECTORS:
The Board of Directors of the Company are of the opinion that all the
Independent Directors of the Company possesses highest standard of integrity, relevant
expertise and experience required to best serve the interest of the Company.
21. NOMINATION AND REMUNERATION POLICY:
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 and on the recommendation of the Nomination & Remuneration Committee, the Board
had adopted the Nomination & Remuneration Policy for selection and appointment of
Directors, Senior Management including Key Managerial Personnel (KMP) and their
remuneration. The details of Remuneration Policy are stated in the Corporate Governance
Report. The details of this policy have been posted on the website of the Company viz.
www.kisangroup.com/investorrelations/code- policies.php
22. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, DIRECTORS AND
CHAIRMAN BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out an annual evaluation of its own performance and that of its Committees as well as
performance of the Directors individually. Feedback was sought by way of a structured
questionnaire 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 and the evaluation was carried out based on
responses received from the Director.
In line with the corporate governance guidelines of your company,
annual performance evaluation was conducted for all the Board Members, for Individual
Director including Independent Directors, its Committees and Chairman of the Board. This
evaluation was led by the Board as a whole on the basis of the parameters provided in the
evaluation framework as approved by the Nomination and Remuneration Committee and the
Board of Director. The Board evaluation framework has been designed in compliance with the
requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance
with the Guidance Note on Board Evaluation issued by SEBI in January 2017. The Board
evaluation was conducted through questionnaire designed with qualitative parameters and
feedback based on ratings.
Evaluation of the Board was based on criteria's such as composition,
skills/expertise, basis of appointment, frequency of the meetings, work atmosphere,
reviewing the performance of the company and role of the Board, Board communication and
relationships, functioning of Board Committees, adequacy and timeliness of the Agenda and
Minutes circulated, frequency of meetings, effective interactions and decisions, effective
participation in the decision making, awareness of roles, responsibilities
comprehensiveness of the discussions and constructive functioning of the Committees,
review of performance of Executive Directors, Grievance redressal mechanism, monitoring
governance and compliance issues.
In view of the above the Company conducted a formal Board Effectiveness
Review as a part of its efforts to evaluate, identify improvements and thus enhance the
effectiveness of the Board of Directors, its Committees and individual director.
In a separate meeting of Independent Directors held on January 27, 2026
performance of non-independent directors, performance of the board as a whole and
performance of the chairperson of the Company was evaluated, and the evaluation report was
placed at the Board Meeting held on January 27, 2026.
Pursuant to Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 and Schedule IV of the Companies Act, 2013
(including any statutory modification(s) or reenactment thereof, for the time being in
force), the Independent Directors reviewed the performance of Non-Independent Directors
and the Board as a whole; Chairperson of the Company and assessed the quality, quantity
and timeliness of flow of information between the Company management and the Board at
their separate meeting held on January 27, 2026. The Independent Directors found their
performance satisfactory.
23. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER
DETAILS:
Pursuant to provision of Section 178(3) of the Companies Act, 2013, the
policy for appointment and selection of director and their remuneration including criteria
for determining qualification, positive attributes, independence of director and other
matters are adopted by the Board of Directors of the Company.
24. AUDITORS:
a) Statutory Auditors:
M/s. Sen & Ray, Chartered Accountants (Firm Registration No.
030347E), were the Statutory Auditors of the Company during the financial year ended March
31, 2026. The Auditors' Report on the Financial Statements for the said financial year
forms part of this Integrated Annual Report. The Notes to the Financial Statements
referred to in the Auditors' Report are selfexplanatory and the Auditors have not
expressed any qualification, reservation, adverse remark or disclaimer in their report.
Subsequent to the close of the financial year ended 31st March 2026,
M/s. Sen & Ray, Chartered Accountants, resigned as Statutory Auditors of the Company
with effect from May 06, 2026, resulting in a casual vacancy in the office of the
Statutory Auditors.
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and based on the recommendation of the Audit Committee, the Board of Directors has
appointed M/s. AKGVG & Associates, Chartered Accountants (Firm Registration No.
018598N), as Statutory Auditors of the Company to fill the casual vacancy caused by the
resignation of M/s. Sen & Ray, Chartered Accountants, subject to the approval of the
shareholders. Further, the Board has also recommended their appointment as Statutory
Auditors of the Company for a term of five consecutive years, from the conclusion of the
ensuing Annual General Meeting until the conclusion of the 42nd Annual General Meeting of
the Company to be held in the year 2031, subject to the approval of the shareholders.
b) Cost Auditors:
The Company has maintained cost records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013 ("Act"). Pursuant to
the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit)
Rules, 2014, the Company is required to have its cost records audited by a Cost
Accountant.
Based on the recommendation of the Audit Committee, the Board of
Directors at its meeting held on May 05, 2026, approved the appointment of M/s. HMVN &
Associates, Cost Accountants (Firm Registration No. 000290), as the Cost Auditors of the
Company for the financial year ending March 31, 2027, at a remuneration subject to
ratification by the Members.
In accordance with Section 148(3) of the Act read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors
is required to be ratified by the Members. Accordingly, a resolution seeking ratification
of their remuneration forms part of the Notice convening the ensuing Annual General
Meeting.
M/s. HMVN & Associates have furnished a certificate regarding their
eligibility and consent for appointment as Cost Auditors of the Company. The Cost Audit
Report for the financial year ended March 31, 2026 will be filed with the Ministry of
Corporate Affairs within the prescribed time.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, M/s. Nidhi Bajaj & Associates, Practicing Company Secretaries (ACS: 28907, COP:
14596, Peer Review Certificate No. 2458/2022), were appointed as the Secretarial Auditors
of the Company for five consecutive years starting from the financial year ended March 31,
2026.
The Secretarial Audit Report issued by M/s. Nidhi Bajaj &
Associates in Form MR-3 for the financial year ended March 31, 2026 forms part of this
Annual Report as Annexure-D. The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer. Further, the Secretarial
Auditors have not reported any fraud under Section 143(12) of the Act.
Subsequent to the close of the financial year ended 31st March 2026,
M/s. Nidhi Bajaj & Associates, Practicing Company Secretaries, tendered their
resignation as Secretarial Auditors of the Company on April 29, 2026.
Pursuant to Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Audit
Committee, the Board of Directors has recommended the appointment of M/s. Kuldeep Dahiya
& Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company
for a term of five consecutive years commencing from the conclusion of the ensuing Annual
General Meeting until the conclusion of the 42nd Annual General Meeting of the Company to
be held in the year 2031, subject to the approval of the Members.
The Company has received consent and eligibility confirmation from M/s.
Kuldeep Dahiya & Associates to act as Secretarial Auditors and confirming that their
appointment, if made, shall be in accordance with the applicable provisions of the
Companies Act, 2013 and SEBI Listing Regulations.
d) Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014, M/s. P. Somani & Co., Chartered
Accountants (Firm Registration No. 130819W), were appointed as the Internal Auditors of
the Company for the financial year 2025-26.
Based on the recommendation of the Audit Committee, the Board of
Directors at its meeting held on May 05, 2026, appointed M/s. Alok Mittal &
Associates, Chartered Accountants, as the Internal Auditors of the Company for the
financial year 2026-27 to conduct the internal audit of the functions and activities of
the Company.
25. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
None of the employee of your Company, who was employed throughout the
financial year, was in receipt of remuneration in aggregate of Rupees One Crore and Two
Lakhs or more or if employed for the part of the financial year was in receipt of
remuneration of Rupees Eight Lakh & Fifty Thousand or more per month.
Two Lakhs or more or if employed for the part of the financial year was
in receipt of remuneration of Rupees Eight Lakh & Fifty Thousand or more per month.
26. AUDITORS' REPORT:
There is no qualification, reservation or adverse remarks or disclaimer
made by the auditors in their report.
27. FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT U/S 143(12):
There were no frauds reported by the auditors under section 143(12) of
Companies Act, 2013 during their course of audit for the financial year 2025-26.
28. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has in place Internal Financial Control system,
commensurate with size, scale and complexity of its operations to ensure proper recording
of financial and operational information & compliance of various internal controls,
statutory compliances and other regulatory compliances. During the year under review, no
material or serious observation has been received from the M/s. Somani & Co, Chartered
Accountants, Internal Auditors of the Company for inefficiency or inadequacy of such
controls.
The Statutory Auditors of the Company have monitored & evaluated
the efficiency of Internal Financial Control System in the Company, it is in compliance
with operating system, accounting procedures & policies at all the locations of the
Company. Based on report of Internal Audit function, corrective actions in the respective
area are undertaken & controls are strengthened. Significant audit observations and
recommendations along with corrective action suggested thereon are presented to the Audit
Committee of the Board. The Company is periodically following all the applicable Indian
Accounting Standards for properly maintaining the books of account and reporting Financial
Statements.
29. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
In compliance with the requirements of Regulation 25(7) of the Listing
Regulations, the Company has put in place a Familiarization Programme for the Independent
Directors to familiarize them with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model etc. The
details of training and familiarization Programme have been provided under the Corporate
Governance Report.
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:
Details of loans, guarantees and investments under the provisions of
Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules, 2014, as on March 31, 2026 are set out in Notes to the Standalone and
Consolidated Financial Statements of the Company provided in this Annual Report.
31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has established and adopted Vigil Mechanism and the policy
(Whistle Blower Policy) thereof for directors and employees of the Company in accordance
with the provisions of Companies Act, 2013 as well as Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Company's vigil
mechanism/whistleblower policy aims to provide the appropriate platform and protection for
whistle blowers to report instances of any actual or suspected incidents of unethical
practices, violation of applicable laws and regulations including the integrity code, code
of conduct for prevention of insider trading, code of fair practices and disclosure during
the year under review, no personnel of the Company approached the Audit Committee on any
issue falling under the said policy.
This mechanism also provides for adequate safeguards against
victimization of employees who avail of the mechanism and also provide for direct access
to the Chairman of the Audit Committee in exceptional cases. The guidelines are meant for
all members of the organization from the day they join and are designed to ensure that
they may raise any specific concern on integrity, value adherence without fear of being
punished for raising that concern. The vigil mechanism policy is available on the website
of the Company viz. www.kisangroup.com/investorrelations/ code- policies.php
32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All related party transactions entered into by the
Company during the year were in the ordinary course of business and on
an arm's length basis, in compliance with the provisions of the Companies Act, 2013, the
Rules made thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Prior approval of the Audit Committee was obtained for
such transactions, and a quarterly statement containing details of the transactions is
placed before the Audit Committee and the Board for their review.
Pursuant to Regulation 23 of the SEBI Listing Regulations, approval of
the Members is being sought by way of an Ordinary Resolution at the ensuing Annual General
Meeting for the proposed material related party transactions with Apollo Pipes Limited,
the Holding Company of the Company as under:
| Nature of Transactions |
Aggregate estimated maximum value of the
Contract/ arrangement/ transaction (Rs. in Crore) |
| 1. Purchase of raw materials, consumables, finished goods and
capital equipment/assets |
75.00 |
| 2. Sale of goods (Pipes & Fittings, Tubes &
structures etc.) |
30.00 |
| 3. Loan/guarantee/surety/indemnity/comfort letter
transactions |
200.00 |
| 4. Payment of rent for use of Premises of Holding Company |
0.12 |
| 5. Receipt of rent for leasing of Premises to Holding Company |
0.12 |
Further, the Company has not entered into any contract or arrangement
or transaction with the related parties which were not on 'arm's length' basis or which
could be considered material in accordance with the policy of the Company on materiality
of related party transactions. In view of the above, it is not required to provide the
specific disclosure of related party transactions in form AOC-2.
The details of the related party transactions as per Indian Accounting
Standards (Ind AS) are set out in Note No. 39 of the Standalone Financial Statements of
the Company and the policy on related party transaction, as formulated by the Board is
available on the Company's website at
www.kisangroup.com/investorrelations/ code- policies.php
Pursuant to Regulation 23(9) of the Listing Regulations, your Company
has filed the reports on related party transactions with Stock Exchanges.
33. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company for the Financial Year ended March 31, 2026 is available
on the website of the Company at www.kisangroup.com.
34. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provision of the Companies Act, 2013 and rules made
thereunder, all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF Authority as established by the Government of India, after completion
of seven years.
Further, pursuant to the provision of Section 124 of the Companies Act,
2013 read with the Rule 6 of the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time (IEPF
Rules), shares of the Company in respect of which dividend entitlements have remained
unclaimed and unpaid for seven consecutive years or more, are required to be transferred
by the Company to the demat account of the IEPF Authority within a period of 30 days of
such shares becoming due to be so transferred. Communication was sent by the Company to
the concerned Members who had not claimed their dividend for seven consecutive years or
more providing them an opportunity to claim such dividend. No amount of unclaimed dividend
is pending to be transferred to IEPF as no dividend was declared by the Company subsequent
to FY 2013-14.
35. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars under Section 134(3)(m) of the Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 with respect to conservation of energy,
technology absorption, Foreign Exchange Earnings and Outgo are provided in the
"Annexure-E" to this Report.
36. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:
As per provisions of the Companies Act, 2013 and as part of good
Corporate Governance, the Company has laid down the procedures to inform to the Board
about the risk assessment and minimization procedures and the Board shall be responsible
for framing, implementing and monitoring the risk management plan and policy for the
Company. The main objective is to ensure sustainable business growth with stability and to
promote a pro-active approach in reporting, evaluating and resolving risks associated with
the business.
The Audit Committee and the Board of Directors periodically review the
various risk associates with business of the Company. Such review includes risk
identification, evaluation and mitigation of the risk.
37. HOLDING COMPANY:
The post-acquisition of shares in terms of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, Apollo Pipes Limited( APL ) holds approx 61.94
% of the paid-up equity share capital of the company. Consequently, APL is considered as a
holding company as per section 2(46) of Companies Act, 2013, of Kisan Mouldings Limited.
38. SUBSIDIARIES:
KML Tradelinks Private Limited is a Wholly Owned Subsidiary of your
Company. During the year, the Board of Directors ('the Board') reviewed the affairs of the
Subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, the Company has
prepared consolidated financial statements of the Company and its Subsidiary, which form
part of the Annual Report.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules, 2014, a statement containing salient features of the
financial statements of Subsidiaries/ Associate Companies/ Joint Ventures is given in
'Form AOC- 1' and forms an integral part of this report as "Annexure- A.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statements and related
information of the Company and audited accounts of its subsidiary, are available on
website of the Company www.kisangroup.com/investorrelations/financialresult s.php .
39. MATERIAL SUBSIDIARY:
The Board of Directors of the Company had adopted a
Policy for determining material subsidiary in line with the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is
posted on the Company's website at www.kisangroup.com/investorrelations/code-policies.php
Presently, there is no material subsidiary company of the Company for the Financial Year
2025-2026 pursuant to provision of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
40. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
As per the provisions of Section 135 of the Companies Act, 2013, read
with rules framed there under, every company including its holding or subsidiary and a
foreign company, which fulfills the criteria specified in sub-section (1) of section 135
of the Act shall comply with the provisions of Section 135 of the Act and its rules.
Since the Company is not falling under any criteria specified in
sub-section (1) of section 135 of the Act, your Company is not required to constitute a
Corporate Social Responsibility ("CSR") Committee.
41. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report is provided in a
separate section and forms an integral part of this report as "Annexure-C" and
it gives detail of the overview, industry structure and developments, different product
groups of the Company, operations of the Company for the year under review.
42. PARTICULARS OF REMUNERATION TO DIRECTORS AND EMPLOYEES:
Pursuant to provisions of Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the particulars of remuneration to the Directors and the details of the ratio
of remuneration of each director to the median employee's remuneration is annexed herewith
as "Annexure- B" to this Report.
Further, none of the employees of the Company is drawing remuneration
in excess of the limits prescribed under Rule (5) (2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
43. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review, no significant or material orders were
passed by the Regulators or Courts or Tribunals which would impact the Company's
existence, going concern status and future operations of the Company.
44. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 34 read with Schedule V of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, a separate report on
Corporate Governance practices followed by the Company, together with a certificate from
the Company's
Secretarial Auditors confirming compliance of conditions of Corporate
Governance forms an integral part of this report.
45. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Institute of Company Secretaries of India, a Statutory Body, has
issued Secretarial Standards on various aspects of corporate law and practices. The
Company has devised proper system to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
46. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company strongly believes in zero tolerance towards sexual
harassment at the workplace and is committed to provide a healthy environment to each and
every employee of the Company. Your Company has framed and adopted a policy in line with
provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual,
temporary, trainees) are cover under the said policy.
Following complaints of sexual harassment were received during the
financial year 2025-26.
| Particulars |
No. of Complaints cases |
| (a) number of complaints of sexual harassment received in the
year; |
Nill |
| (b) number of complaints disposed off during the year; and |
Nill |
| (c) number of cases pending for more than ninety days. |
Nill |
Disclosures in relation to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on
Corporate Governance.
47. OTHER DISCLOSURES AND REPORTING
Your Directors states that no disclosure or reporting is required with
respect to the following items as there were no transactions on these items during the
year under review:
• Change in the nature of business of the Company.
• Any remuneration or commission received by Chairman &
Managing Director of the Company, from its subsidiary.
• Significant or material orders passed by the regulators or
courts or tribunal which impacts the going concern status and company's operations in
future.
• Material changes and commitments, if any, affecting the
financial position of the company which have occurred between the end of the financial
year of the company to which the financial statements relate and the date of the report.
• The details of application made or any proceeding pending under
Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end
of the financial year.
• The Company has complied with the provisions of Maternity
Benefit Act 1961.
48. ACKNOWLEDGEMENT:
The Board of Directors wishes to express its gratitude and record its
sincere appreciation towards its clients, vendors, investors, Bankers, Business Associates
and the Government and other regulatory authorities for their continued support,
co-operation and professionalism during the year. The Directors of the Company thank all
stakeholders for their valuable sustained support and encouragement towards the conduct of
the proficient operation of the Company and look forward to their continued support in the
future. The Directors would like to express its gratitude and place on record its sincere
appreciation for the commitment and dedicated efforts put in by all the employees during
the year.
| For and on behalf of the Board of Directors |
| Kisan Mouldings Limited |
| Sd/- |
| Sanjeev Aggarwal |
| Chairman & Managing Director |
| DIN: 00064076 |
| Date: 05.05.2026 |
| Place: Mumbai |
