Kisan Mouldings Ltd Directors Report

To,

The Members,

Kisan Mouldings Limited

The Board of Directors (Board) have pleasure in presenting the Companys Thirty-Sixth (36^th) 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, 2025.

1. FINANCIAL SUMMARY/ HIGHLIGHTS:

The Companys financial performance for the Financial Year ended March 31, 2025 is summarised below:

Particulars	Standalone		Consolidated
	FY. 2024-25	FY. 2023-24	FY. 2024-25	FY. 2023- 24
Revenue from operations	27,335.35	26,800.50	27,335.35	26,800.50
Add:- Other Income	48.50	558.97	47.30	558.97
Total Income	27,383.85	27,359.47	27,382.65	27,359.47
Total Expenses	27,037.23	30,111.64	27,043.49	30,118.11
Profit/ (loss) before tax (PBT)	346.62	(2,752.17)	339.16	(2,758.64)
Exceptional Items
De-recognition of financial liabilities	-	12,039.85	-	12,039.85
Write back/ off of operational creditors/ debtors, inventories & other advances		(671.86)		(671.86)
Provision of expected credit loss allowances on trade receivables	-	(2,793.08)	-	(2,793.08)
Net Exceptional Items	0.00	8,574.90	0.00	8,574.90
Less:- Tax expenses	0.00	0.00	0.00	0.00
Profit/(loss) after tax (PAT)	346.62	5,822.73	339.16	5,816.26
Other Comprehensive Income/ (Loss)	(11.08)	28.17	(11.08)	28.17
Total Comprehensive income/ (loss)	335.54	5,850.90	328.08	5,844.43
Other equity excluding Revaluation reserve	8,628.68	8,293.14	8,633.30	8304.86
Earning per equity share - Basic & Diluted	0.29	16.51	0.28	16.49

2. 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 thereby 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.

3. 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.

4. FINANCIAL PERFORMANCE:

On Standalone and consolidated basis, the revenue from operations for Financial Year 2024-25 stood at 27,335.35 lakhs as compared to 26,800.50 in the previous year 2023-24. There was a Total Comprehensive Income of 8574.90 Lakhs in FY 2023-24, primarily on account of Exceptional Items, major being de-recognition of financial liabilities on account of One Time Settlement with lenders in FY 2024-2025. The Company earned Net Profit after Tax of 346.62 Lakhs in the Current Financial year 2024-25 as compared to 5,822.73 Lakhs in the previous year FY 2023-2024 (which included substantial amount on account of exceptional item stated above).

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 Companys 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.

5. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to any Reserves out of current year profits.

6. NUMBER OF MEETINGS OF THE BOARD:

During the year 2024-2025 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 minutes 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 15, 2024, July 25, 2024, October 23, 2024 and

January 22, 2025. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2024-2025 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.

7. NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:

During the year 2024-2025 Four (4) meetings of the Audit Committee were convened and held on May 15, 2024, July 25, 2024, October 23, 2024 and January 22, 2025. 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, 2025, the audit committee was comprised with 4 (Four) members with Mrs. Asha Agarwal being the Chairman, Mr. Rishav Aggarwal, Mr. Abhilash Lal and Mr. Sunil Agarwal as its members.

8. COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY:

1. Nomination Remuneration Committee

During the year 2024-2025 Two (2) Nomination remuneration Committee were convened and held on July 24, 2025 and January 22, 2025. The details of Audit Committee Meetings and the attendance of members are provided in the Corporate Governance Report, which is part of this report.

As at March 31, 2025, 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.

2. Stakeholder Relationship Committee

During the under review One (1) Stakeholder Relationship Committee Meeting were convened and held on January 22, 2025.

As at March 31, 2025, the Stakeholder Relationship Committee was comprised with Three (3) members with Mrs. Asha Agarwal being the Chairman, Mr. Rishav Aggarwal, and Mr. Ajay Kumar Jain as its members.

3. 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 under review there were no Risk Management Committee Meetings were held.

As at March 31, 2025, 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.

9. MEETINGS OF THE MEMBERS:

The Last i.e. the 35^th Annual General Meeting of the Company for the financial year 2023-2024 was held on 23^rd September, 2024 through VC/OAVM.

10. 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.

11. 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.

12. DIVIDEND:

With a view to conserve the resources, your directors do not recommend any dividend during the financial year ended March 31, 2025 under review.

13. SHARE CAPITAL:

During the financial year 2024-2025 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, 2025 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, 2025 stood at 1,25,00,00,000/- (One Hundred Twenty Five Crores only) comprising of 12,50,00,000 Equity Shares of 10/- each.

Holding Company:

Shareholder Name	Address	Number of Shares of 10 each	% of holding
Apollo Pipes Limited	37, Hargobind Enclave Vikas Marg, New Delhi 110092	70000000	57.59 as on 31.03.2025

14. 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.

15. 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.

16. 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:

There are no other material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

17. 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.

18. DIRECTORS 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, 2025 and of the profits 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 internal financial 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.

19. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

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.

Appointments and cessations of Directors & Key Managerial Personnel during the year are as under:

Appointments:

Sr. No. Name of Director	Category of Directorship	Date of Appointment at Board Meeting	Date of confirmation of Appointment by Shareholders	Term of Appointment
1 Mr. Arun Agarwal (DIN: 10067312)	Non-Executive and Non-Independent	March 26, 2024	June 24, 2024	Liable to retire by rotation
2 Mr. Ajay Kumar Jain (DIN: 01052886)	Non-Executive and Non-Independent	March 26, 2024	June 24, 2024	Liable to retire by rotation
3 Mr. Hosdurg Upendra Kamath (DIN: 02648119)	Independent Director	March 26, 2024	June 24, 2024	Five Years from the date of appointment
4 Mr. Abhilash Lal (DIN: 03203177)	Independent Director	March 26, 2024	June 24, 2024	Five Years from the date of appointment
5 Ms. Asha Anil Agarwal (DIN: 09722160)	Independent Director	March 26, 2024	June 24, 2024	Five Years from the date of appointment

Cessations:

Mrs. Bhavika Ghuntla (DIN: 10084723) resigned from the office of Independent Director of the Company due to her pre - occupation and other professional commitments on April 22, 2024. Mr. Muktesh Kumar Jain (DIN: 03340682) resigned from the office of Independent Director of the Company due to personal reasons on April 23, 2024.

Key Managerial Personnel

Pursuant to requirements of the Section 203 of the Companies Act, 2013, Mr. Sanjeev Aggarwal (DIN: 00064076), Chairman & Managing Director, Mr. Rishav Aggarwal (DIN: 05155607), Wholetime Director, Mr. Suresh Purohit, Chief Financial Officer and Ms. Falak Mody, Company Secretary of the Company are the Key Managerial Personnel of the Company as on the date of this report.

During the under review Mr. Vijay Joshi, Company Secretary & Compliance Officer of the Company resigned w.e.f. 25^th July, 2025 and Ms. Falak Mody was appointed as Company Secretary & Compliance Officer of the Company w.e.f. August 04, 2025.

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 36^th AGM of the Company.

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. Rishav Aggarwal (DIN: 05155607), Whole Time Director of the Company and being longest in the office is liable to retire by rotation at ensuing 36^th Annual General Meeting of the Company and being eligible, have offered himself for re-appointment.

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.

20. 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 Companys Code of Conduct.

21. 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.

22. 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. http://www. kisangroup.com/investorrelations/code-policies. php

23. 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 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 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 criterias 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 22, 2025 performance of nonindependent 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 22, 2025.

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 re-enactment 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 22, 2025. The Independent Directors found their performance satisfactory.

24. 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.

25. AUDITORS:

a) Statutory Auditors:

The Office of the Statutory Auditors of the Company is held by M/s. Sen & Ray, Chartered Accountants (FRN: 030347E).

The Report given by M/s. Sen & Ray on the financial statements of the Company for the financial year ended March 31, 2025 is part of the Integrated Annual Report. There are

no qualifications, reservations or adverse remarks or disclaimers made by M/s. Sen & Ray, Statutory Auditors, in their report.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and there are no audit qualifications/ observations in the Auditors Report on Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025.

b) Cost Auditors:

In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act,

2013. Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules,

2014, your Company is required to appoint Cost Auditor for the audit of cost records of the Company.

A Certificate from M/s. Bhanwarlal Gurjar & Co., Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

The Board, on recommendation of Audit Committee, has approved the re-appointment and remuneration of M/s. Bhanwarlal Gurjar & Co., Cost Accountants (FRN: 101540) as the Cost Auditor to audit cost accounting records of the Company for the Financial Year 20252026, at their meeting held on May 6, 2025.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders; the Board recommends the same for approval of shareholders at the ensuing AGM.

In the Cost Audit Report of the Company for the Financial Year 2025-2026, issued by M/s. Bhanwarlal Gurjar & Co., Cost Accountants in Form CRA-4, there is no audit qualification, reservation or adverse remark.

c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company had appointed, Company Secretaries in practice to conduct Secretarial Audit for the Financial Year 2024-2025.

The Office of the Secretarial Auditors of the Company is held by M/s. Nidhi Bajaj & Associates, Company Secretaries in practice, (ACS - 28907, COP - 14596, Peer Review - 2458/2022) to conduct Secretarial Audit of the Company.

The report on secretarial audit for the Financial Year 2024-2025 issued by M/s. Nidhi Bajaj & Associates, Company Secretaries in Form MR-3 forms integral part of this report as “Annexure- D”.

The observations given by Secretarial Auditor in their report for the Financial Year ended March 31, 2025 are self-explanatory except the following:

Observations	Reply to the observations
During the under review, BSE levied a penalty of 5,900/- under Regulation 23(9) of SEBI LODR for delay in submission of disclosure of related party transactions on consolidated basis for half year ended 31st March, 2024.	Inadvertently, through over sight there was a delay in submission of disclosure of related party transactions on consolidated basis for half year ended 31st March, 2024. The Company has duly paid the above penalty during the year.

d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held on May 06, 2025 have appointed M/s. P. Somani & Co., Chartered Accountants (FRN:130819W) as Internal Auditors of the Company to conduct Internal Audit of the Company.

26. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employees 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.

27. AUDITORS REPORT:

There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report.

28. 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 2024-2025.

29. 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. P. 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.

30. 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.

31. 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, 2025 are set out in Notes to the Standalone and Consolidated Financial Statements of the Company provided in this Annual Report.

32. 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 Companys 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. http://www.kisangroup.com/ investorrelations/code-policies.php.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions entered into by the Company with related parties were in the ordinary course of the business and at arms length basis and are in accordance with the provisions of the Companies Act, 2013, Rules made thereunder & Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has obtained prior approval of the Audit Committee for entering into transactions with related parties. A statement of all Related Party Transactions are placed before the Audit Committee and Board for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The details of the related party transactions as per Indian Accounting Standards (Ind AS) are set out in Note No. 38 of the Standalone Financial Statements of the Company and the policy on related party transaction, as formulated by the Board is available on the Companys website at http:// 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.

34. 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, 2025 is available on the website of the Company at www.kisangroup.com.

35. 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.

36. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars under Section 134(3)(m) of the Companies 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.

37. 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.

38. 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 58.60% 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.

39. 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 http://kisangroup.com/ investorrelations/financialresults.php.

40. 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 Companys website at http://www.kisangroup.com/investorrelations/ code-policies.php.

Presently, there is no material subsidiary company of the Company for the Financial Year 20242025 pursuant to provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

41. 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.

42. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements 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.

43. 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 employees 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.

44. 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 Companys existence, going concern status and future operations of the Company.

45. 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 Companys Secretarial Auditors confirming compliance of conditions of Corporate Governance forms an integral part of this report.

46. 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.

47. 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 2024-25.

Particulars	No. of Complaints/ cases
(a) number of complaints of sexual harassment received in the year;	Nil
(b) number of complaints disposed of during the year; and	Nil
(c) number of cases pending for more than ninety days.	Nil

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.

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:

1. Change in the nature of business of the Company.

2. Any remuneration or commission received by Chairman & Managing Director of the Company, from its subsidiary.

3. Significant or material orders passed by the regulators or courts or tribunal which impacts the going concern status and companys operations in future.

4. 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.

5. 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.

6. 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 A. Aggarwal

Chairman & Managing Director

DIN: 00064076

Date: August 04, 2025

Place: Mumbai