KIC Metaliks Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 39^th (Thirty Nineth) Annual Report on the affairs of the Company together with the Statement of Accounts for the financial year ‘F.Y. 2025-26. The summarized financial highlights for the financial year vis-a-vis the previous year are as follows:

1. FINANCIAL HIGHLIGHTS

(Rs. in lakhs)

Particulars	2025-26	2024-25
Revenue from operations	78,288.86	71,723.22
Profit before Finance Cost, depreciation and taxes	2,646.47	1,362.59
Less : Finance Cost	969.93	1,037.55
Depreciation and amortization	1,490.22	1,488.46
Profit Before Taxation	186.32	-1,163.42
Provision for Taxation	81.21	-554.06
Profit After Tax for the year	105.11	-609.36
Other Comprehensive Income (net of tax)	10.53	0.17
Total Comprehensive Income for the year	115.64	-609.19

2. PERFORMANCE, RESULT OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The financial year under review witnessed a notable improvement in the operational and financial performance of the Company. Despite continued volatility in steel and pig iron markets and lower average selling prices during the year, the Company successfully enhanced production levels, improved capacity utilization and strengthened its operational efficiencies.

Revenue from Operations increased to _78,288.86 lakhs as against _71,723.22 lakhs in the previous year, registering a growth of approximately 9.15%. The Company achieved production of 2,12,020 MT of Pig Iron as against 1,72,037 MT in the previous year, representing a growth of approximately 23%. Capacity utilization improved from 73.21% to nearly 90.22%, reflecting efficient plant operations and improved process management.

Though average realization declined due to market conditions, the higher production and sales volumes coupled with prudent cost control measures enabled the Company to return to profitability. The Company reported a Profit Before Tax of _186.32 lakhs compared to a loss before tax of _1,163.42 lakhs in the previous year. Profit After Tax stood at _105.11 lakhs as against a loss of _609.36 lakhs in F.Y. 2025-26.

The Company also recorded improvements in key financial parameters. Current ratio improved from 1.12 to 1.19, debt-equity ratio improved from 0.71 to 0.59 and inventory holding days reduced from 102 days to 88 days. During the year, the Company successfully repaid its term loan obligations, further strengthening its balance sheet. The improvement achieved during the year reinforces our confidence in the Companys operational capabilities and long-term potential. The Company continues to focus on operational excellence through ongoing projects including raw material handling system enhancement, waste heat recovery initiatives and various other waste-to-wealth projects aimed at improving productivity and reducing production costs. While we remain mindful of the challenges and cyclicality inherent in the industry, we are encouraged by the Companys operational strength, improved financial health and the opportunities emerging in the steel and infrastructure sectors and believe that the foundations have been laid for stronger and more consistent growth in coming years.

3. DIVIDEND

Keeping in view the working capital requirements of the Company, your Directors have ploughed back the profits and express their inability to declare any dividend for Equity shares of the Company for the F.Y. 2025-26.

4. TRANSFER TO RESERVE

During the year under review, the Board has decided to retain the entire amount of profit for F.Y. 2025-26 in the Statement of Profit and Loss and no amount is proposed to be transferred to the general reserves.

5. SHARE CAPITAL

There was no issue of fresh Equity Shares during the year. No Bonus Shares were issued. The Company has not issued any Sweat Equity Shares and not provided any Employee Stock Option Scheme. The Company has not bought back any of its securities during the year under review.

6. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

7.1. Retirement by Rotation

Pursuant to the provisions of the Companies Act, 2013, Mr. Mukesh Bengani (DIN: 08892916) [Executive Director (Finance) and Chief Financial Officer] Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The necessary resolution for re-appointment of Mr. Bengani forms part of the Notice convening the ensuing AGM. The profile and particulars of experience, attributes and skills that qualify Mr. Bengani for board membership, are disclosed in the said notice.

7.2. Appointment

During the F.Y. 2025-26 the following person were re-appointed:

(i) Mr. Radhey Shyam Jalan (DIN: 00578800) (Chairman and Managing Director) was re-appointed as a Chairman and Managing Director of the Company.

(ii) Mr. Mukesh Bengani (DIN: 08892916) [Executive Director (Finance) and Chief Financial Officer] was re-appointed as a Whole Time Director of the Company.

(iii) Mr. Kanhaiyalal Didwania (DIN: 07746160) (Non Executive, Non-Independent Director) was re-appointed as a Whole Time Director of the Company.

7.3. Declaration of Independent Directors

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 "Act" and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015, "Listing Regulations".

7.4. Key Managerial Personnel

In terms of Section 203 of the Companies Act, 2013, following offcials are the Key Managerial Personnel ‘KMP of the Company:

• Mr. Radhey Shyam Jalan, (DIN: 00578800) Chairman and Managing Director;

• Mr. Mukesh Bengani, (DIN: 08892916) Executive Director (Finance) and Chief Financial Officer;

• Mrs. Ruchika Fogla, Company Secretary and Compliance Officer.

During the year under review, there has been no change in the Key Managerial Personnel of the Company.

7.5. Meetings of the Board

As required under Section 173 of the Act the Board of Directors met 4 (four) times during the F.Y. 2025-26, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Act and Listing Regulations.

7.6. Board Evaluation

Pursuant to the provisions of the Act and the Listing Regulations the Board of Directors has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as ‘Annexure –B and forms part of this Report.

9. CORPORATE GOVERNANCE

Your Company believes in transparent and ethical corporate governance practices. The Companys approach to Corporate Governance cascades across its business operations and its stakeholders at large to create long-term sustainable value. Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance and a Certificate regarding compliance of conditions of Corporate Governance from a Practicing Company Secretary form part of this report as ‘Annexure – C. The declaration by the Managing Director stating that all the Board members and Senior Management Personnel have afirmed their compliance with the Companys Code of Conduct for the year ended March 31, 2026 is given in the Corporate Governance Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, in compliance with Regulation 34(3) read with Schedule V of Listing Regulations, is annexed herewith as ‘Annexure - D and forms an integral part of this Report.

11. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is hosted on the website of the Company i.e http://kicmetaliks.com/investors/investors information/Annual Return.

12. AUDITORS AND AUDITORS REPORT 12.1. Statutory Auditors

M/s. Agarwal Maheswari & Co., Chartered Accountants (Firm Registration No. 314030E) were re-appointed as Statutory Auditors of your Company for a second term of three years from the conclusion of the 38^th Annual General Meeting until the conclusion of the 41^st Annual General Meeting to be held in the year 2028.

The Statutory Auditors Report for F.Y. 2025-26 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors to the Company under sub-section (12) of Section 143 of the Act.

12.2. Cost Auditors

The Board of Directors had appointed M/s. Patangi & Co. (Firm Registration No. 101919, Membership No. 30818) as Cost Auditors of the Company. Their remuneration is subject to rati_cation by shareholders at the ensuing Annual General Meeting. Cost Audit Report for the F.Y. 2024-25 was filed within due date.

12.3. Secretarial Auditors

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. B G Lahoti & Associates, Company Secretary in Practice (Membership No. F11924) as Secretarial Auditors of the Company for the term of five (5) years from 1st April, 2025 to 31st March, 2030. The Secretarial Audit Report in Form MR-3 is annexed herewith as ‘Annexure– E and forms part of this Report. The Report does not contain any qualification, reservation or adverse remark.

13. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act.

14. COMPLIANCE CERTIFICATE

The Board has received the Compliance Certificate as required to be given by the Chief Executive Officer and the Chief Financial Officer under Regulation 17(8) of Listing Regulations and is annexed herewith as ‘Annexure– F and forms an integral part of this Report.

15. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of Listing Regulations, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same has been hosted on the website of the Company at the web link http://kicmetaliks. com/corporate/policies/vigil-mechanism.pdf.

16. NOMINATION AND REMUNERATION POLICY

The Company follows a policy on remuneration of Directors and Senior Management Personnel. The policy is approved by the Nomination and Remuneration Committee and the Board of Directors and the same has been hosted on the website of the Company at the web link http://kicmetaliks.com/ corporate/policies/nomination-and-remuneration-policy.pdf

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy for Prohibition and Redressal of Sexual Harassment at work place which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has constituted an Internal Complaint Committee for its Registered Office and Corporate Office under Section 4 of the captioned Act. No complaint has been filed before the said committee till date. The Company has filed an Annual Report with the Authority concerned.

18. AUDIT COMMITTEE

Your Company has an Audit Committee in terms of Section 177 of the Act and Regulation 18 of the Listing Regulations. Further details of Audit Committee are given in the Corporate Governance Report annexed as a part of the Directors Report.

19. FINANCE 19.1. Public Deposits

During the year under the review your Company has not accepted any deposits nor does the Company have any outstanding deposits under Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 as on the date of the Balance Sheet.

19.2. Particulars of loans, guarantees or investments under Section 186 of the Act

During the year under the review your Company has not given any loan or guarantee covered under Section 186 of the Act.

19.3. Contracts and arrangements with related parties

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. Prior approvals are also being obtained for related party transactions which are long-term in nature and are being placed for noting by Audit Committee on yearly basis, in compliance with the requirements of SEBI Listing Regulations. All transactions with related parties entered into during the year under review were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions.

During the year, the materially significant Related Party Transactions pursuant to the provisions of SEBI Listing Regulations were duly approved by the shareholders of the Company through Postal Ballot on December 22, 2025 (last date of e-voting). The particulars of contracts or arrangements with related parties as required under Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Form AOC-2 annexed as ‘Annexure A to this Report.

The details of Related Party Transactions, as required pursuant to respective Indian Accounting Standards, have been stated in Note No. 35 to the Audited Financial Statements of Company forming part of this Annual Report. The Policy on Materiality of Related Party Transactions and dealing with related party transactions, as approved by the Board of Directors may be accessed on the Companys website at the web link http://kicmetaliks.com/ corporate/policies/related-party-transaction-policY.pdf

19.4. Internal Financial Control

The Company has in place adequate internal financial control with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations of the same were observed.

20. RISK MANAGEMENT

Risk management is an integral part of the strategic management of your Company. The process involves periodic identification of risk likely to affect the business from operating smoothly and adoption of appropriate measures to address the concerns. In this regard, your Company has identified inherent risks in its operations and record residual risk after taking specific risk mitigation steps. The Policy on Risk Management, as approved by the Board of Directors may be accessed on the Companys website at the web link http://kicmetaliks.com/corporate/policies/ risk-management-policy.pdf.

Further details regarding the same are given in the Management and Discussion Analysis Report.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted CSR Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy of the Company has been prepared pursuant to Section 135 of the Act and the CSR Rules. The CSR policy serves as the referral document for all CSR related activities at the Company. CSR Policy relates to the activities to be undertaken by the Company as specified in Schedule VII and other amendments/circulars thereon to the Act.

Salient features of the CSR Policy and details of activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in ‘Annexure – G forming part of this Report. The Companys CSR Policy may be accessed at the link: http://kicmetaliks.com/corporate/policies/CSR-Policy-1.pdf.

22. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors would like to inform the shareholders that the Annual Financial Statements continuing the Audited Accounts for the year 2025-26 are in conformity with the requirements of the provisions of Section 134(3)(c) read with Section 134(5) and all other applicable provisions of the Companies Act, 2013 and they believe that, the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Companys financial condition and results of operations.

Based on the same, your Directors further confirm, according to the best of their knowledge and belief that : a) in the preparation of the Annual Accounts for the F.Y. 2025-26, the applicable Accounting Standards have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the F.Y. 2025-26 and of the profit and loss of the Company for that period; 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 laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; f) 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.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Boards Report. Further, the Integrated Annual Report for F.Y. 2025-26 is being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Companies Act, 2013, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at companysecretary@kicmetaliks.com A. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided here below : i) The ratio of remuneration of each Director/KMP to the median remuneration of the employees of the Company for the F.Y. 2025-26 :

Sl. No.	Name of Directors/KMPs and Designation	Remuneration for F.Y. 2025-26 (Rs. in lakhs)	% increase in remuneration in the F.Y. 2025-26	Ratio of remuneration of each Director/KMP to median remuneration of employees
	Mr. Radhey Shyam Jalan	120	-	56.38x
1.	DIN: 00578800
	(Chairman and Managing Director)
	Mr. Mukesh Bengani	22.71	2.44%	10.67x
2.	DIN : 08892916
	[Director (Finance) and Chief Financial Officer]
	Mr. Kanhaiyalal Didwania	-	-	-
3.	DIN : 07746160
	(Non-Executive, Non Independent Director)
	Mr. Rajarshi Ghosh	-	-	-
4.	DIN : 05270177
	(Non - Executive, Independent Director)
5.	Mrs. Manjula Poddar	-	-	-
	DIN : 08158445
	(Non - Executive, Independent Director)
6.	Mrs. Ishita Bose	-	-	-
	DIN : 00058501
	(Non - Executive, Independent Director)
7.	Mrs. Ruchika Fogla	3.90	2.14%	1.84x
	Membership No. A23339 (Company Secretary)

ii) The median remuneration of employees of the Company during the F.Y. 2025-26 was Rs. 2.12 lakhs. iii) In the F.Y. 2025-26, there was a increase of 0.32 % in the median remuneration of employees. iv) There were 340 permanent employees on the rolls of Company as on March 31, 2026. v) Average percentage increase made in the salaries of employees other than the Managerial Personnel in the F.Y. under review i.e. 2025-26 was 4.89 % whereas the increase in the managerial remuneration for the same period was 0.43 %. vi) It is hereby afirmed that the remuneration paid is as per the Remuneration Policy for Directors, KMP and other Employees.

24. MATERIAL ORDERS

There have been no significant and material orders passed by the court or regulators or tribunals impacting the going concern status and Companys operations. Your attention is drawn to the Contingent Liabilities and commitments shown in the Notes to Financial Statements forming part of this Annual Report.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments have occurred after the close of the F.Y. 2025-26 till the date of this Report, which affect the financial position of the Company.

26. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under the review no applications were made by the Company and neither any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

27. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

During the F.Y. 2025-26, the Company has complied with all the applicable provisions relating to the Maternity Benefit Act, 1961.

28. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of the Company Secretaries of India and such systems are adequate and operating effectively.

29. OTHER DISCLOSURES

The Company has proper and adequate systems and processes in place to ensure compliance with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

No disclosure or reporting is made in respect of the following items as there were no transactions or change during the year under review :

• Details relating to deposits covered under Chapter V of the Act;

• Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

• Issue of Shares to the employees of the Company under any scheme (Sweat Equity or Stock Options)

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

• There was no revision in the financial statements other than as required to be done as per Ind AS.

30. ACKNOWLEGEMENT

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, suppliers, debenture holders, shareholders, promoters, bankers and above all, its employees.

ANNEXURES TO THIS REPORT

A brief summary of the annexures accompanying this Report are given as below :

Annexure	Particulars
A	Form AOC-2
B	Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.
C	Corporate Governance Report.
D	Management and Discussion and Analysis Report.
E	Secretarial Audit Report in Form MR - 3.
F	CEO/CFO Certification.
G	CSR Report.

 

	For and on behalf of the Board of Directors
	Radhey Shyam Jalan
Place : Kolkata	DIN : 00578800
Dated : The 26th day of May, 2026	Chairman and Managing Director