Kisan Mouldings Ltd Directors Report

To,

The Members,

Kisan Mouldings Limited

The Board of Directors (‘Board?) have pleasure in presenting the Company?s Thirty-Fifth (35^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, 2024.

1. FINANCIAL SUMMARY/ HIGHLIGHTS:

The Company?s financial performance for the Financial Year ended March 31, 2024 is summarised below:

Particulars	Standalone	Consolidated
	FY. 2023-24	FY. 2022-23	FY. 2023-24	FY. 2022-23
Revenue from operations	26,800.50	27,299.36	26,800.50	27,299.36
Add:- Other Income	558.97	247.92	558.97	246.72
Total Income	27,359.47	27,547.28	27,359.47	27,546.08
Total Expenses	30,111.64	32,990.95	30,118.11	32,996.70
Profit/ (loss) before tax (PBT)	(2,752.17)	(5,443.67)	(2,758.64)	(5,450.62)
Exceptional Items
De-recognition of financial liabilities	12,039.85	0.00	12,039.85	0.00
Write back/o_ of operational creditors/	(671.86)	0.00	(671.86)	0.00
debtors, inventories & other advances
Provision of expected credit loss	(2,793.08)	0.00	(2,793.08)	0.00
allowances on trade receivable
Net Exceptional Items	8,574.90	0.00	8,574.90	0.00
Less:- Tax expenses	0.00	0.00	0.00	0.00
Profit/(loss) after tax (PAT)	5,822.73	(5,443.67)	5,816.26	(5,450.62)
Other Comprehensive Income/ (Loss)	28.17	30.83	28.17	30.83
Total Comprehensive income/ (loss)	5,850.90	(5,412.84)	5,844.44	(5,419.79)

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. FINANCIAL PERFORMANCE:

On Standalone and consolidated basis, the revenue from operations for Financial Year 2023-24 stood at Rs 26,800.50 lakhs as compared to Rs 27,999.36 in the previous year 2022-23. There was a Total Comprehensive Income of Rs 58,850.90 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. The Company incurred a loss of Rs 5450.62 Lakhs in the previous year FY. 2022- 23.

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.

4. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to any Reserves out of current year profits. There was an addition to the Securities Premium Account by Rs 7276.00 Lakhs on account of issuance of Equity Shares of the Company at premium. A sum of Rs 4923.35 Lakh was transferred to Revaluation Reserves by revaluation of Freehold and Leasehold Land.

5. DIVIDEND:

In view of the cash losses incurred, your directors do not recommend any dividend during the year under review.

6. SHARE CAPITAL:

During the year under review, Authorised Equity Share Capital of the Company was increased from Rs 35,00,00,000 (Thirty Five Crores) to Rs 1,25,00,00,000 (One Hundred Twenty Five Crores).

During the year under review, Paid Up Equity Share Capital of the Company was increased from Rs 3,386.31 Lakhs to Rs 11,946.31 Lakhs.

Issued, subscribed and paid up equity share capital of the Company is Rs 119,46,30,650/- divided in to 11,94,63,065 Equity shares of face value of Rs 10/- each.

ONE TIME SETTELEMNT WITH BANKS AND INFUSION OF FUNDS BY APOLLO PIPES LIMITED (APL) AND OTHER INVESTORS

The Board of Directors of the Company at their meeting held on February 13, 2024 had considered and approved the proposal from Apollo Pipes Limited (APL) to provide funds by way of Preferential Issue to the Company for making the payment to Banks towards One Time Settlement (OTS) of its Outstanding liabilities with lenders for restructuring the financial obligations of the Company. The Shareholders of the Company at their Extraordinary General Meeting held on March 14, 2024 duly approved the preferential issue of equity shares to APL in terms of Regulation 164 A of SEBI ICDR Regulations by way of a Special Resolution. Subsequently, the Company allotted 6,40,00,000 (Six Crores Forty Lakhs) Equity Shares at 18.50 per shares to Apollo Pipes Limited.

Further,theBoardofDirectorsattheirmeetingheld on February 13, 2024 had additionally considered the preferential issue of up to 2,16,00,000 Equity Shares of face value of Rs 10/- each at an issue price of Rs 18.50/- each (including premium of Rs 8.5), aggregating up to Rs 39,96,00,000/- (Rupees Thirty Nine Crore Ninety Six Lakh Only), to the entities belonging to non-promoter category. The Shareholders of the Company at their Extraordinary General Meeting held on March 14, 2024 duly approved the preferential issue of equity shares in terms of SEBI ICDR Regulations by way of a Special Resolution. Subsequently, the Company allotted 2,16,00,000 (Two Crores Sixteen Lakhs) Equity Shares at 18.50 per shares to other investors.

TO TAKE NOTE OF ACQUISITION OF SUBSTANTIAL SHARES AND CONTROL OVER THE COMPANY BY APOLLO PIPES LIMITED (APL)

At present, APL holds approx 53.57% of the expanded equity share capital of the company, post preferential allotment stated above. Consequently, Kisan Mouldings Limited has become a subsidiary company of APL.

By virtue of the Special Resolutions passed by the Shareholders dated March 14, 2024: a. APL have control over the management of the Company. b. APL have the right to appoint a majority of the directors on the Board of the Company, subject to compliance with applicable laws and c. APL is classified as the promoter of the Company.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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, 2024 and of the profit/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 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.

12. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of Articles of Association of the Company, Mr. Sanjeev Aggarwal (DIN: 00064076), Managing Director of the Company and 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 35^th Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment.

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

Name of Director	Category of Directorship	Date of Appointment at Board Meeting	Date of confirmation of Appointment by Shareholders	Term of Appointment
Mr. Arun Agarwal (DIN: 10067312)	Non-Executive and Non-Independent	March 26, 2024	June 24, 2024	liable to retire by rotation
Mr. Ajay Kumar Jain (DIN: 01052886)	Non-Executive and Non-Independent	March 26, 2024	June 24, 2024	liable to retire by rotation
Mr. H.S. Upendra Kamath (DIN: 02648119)	Independent	March 26, 2024	June 24, 2024	Five Years from the date of appointment
Mr. Abhilash Lal (DIN: 03203177)	Independent	March 26, 2024	June 24, 2024	Five Years from the date of appointment
Ms. Asha Anil Agarwal (DIN: 09722160)	Independent	March 26, 2024	June 24, 2024	Five Years from the date of appointment

Cessations:

Ms. Sonal Kasat (DIN: 10042917) resigned from the office of Independent Director of the Company on December 27, 2023 due to her personal reason. 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) ceased from the office of Independent Director of the Company due to personal reasons on April 23, 2024. The Board placed on record their appreciation the contributions made the outgoing directors during their tenure as Directors of the Company. 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), Whole-time Director, Mr. Suresh Purohit, Chief Financial Officer and Mr. Vijay Joshi, Company Secretary & Compliance Officer of the Company are the Key Managerial Personnel of the Company as on the date of this report. 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 35^th AGM of the Company.

13. 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.

14. 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.

15. 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

16. BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, Statutory Committees of the Board viz. Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee and Individual Directors and Chairperson. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc., which is in compliance with applicable laws, regulations and guidelines. The performance evaluation of the Independent Directors was also carried out by the entire Board, excluding the Director being evaluated. The Board of Directors expressed their satisfaction with the evaluation process.

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 February 13, 2024. The Independent Directors found their performance satisfactory.

17. 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.

18. NUMBER OF MEETINGS OF THE BOARD:

Seven (7) meetings of the Board of Directors were held during the Financial Year 2023-2024. The details of Board Meetings and the attendance of Directors are provided in the Corporate Governance Report, which is part of this report.

19. NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:

Five (5) meetings of the Audit Committee were held during the Financial Year 2023-2024. 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.

20. AUDITORS:

a) Statutory Auditors:

The office of Statutory Auditors of the Company was earlier held jointly by M/s. S. Guha & Associates, Chartered Accountants (FRN: 322493E) and M/s. Sen & Ray, Chartered Accountants (FRN: 030347E).

M/s. S. Guha & Associates, Chartered Accountants (FRN: 322493E) resigned as Joint Statutory Auditors of the Company, with effect from June 26, 2023. Hence, currently M/s Sen & Ray, Chartered Accountants are single Statutory Auditor of the Company. MCA vide circular dated May 7, 2018 omitted the requirement of ratification of term of Statutory Auditor every year. However, the Auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified for such appointment.

The Notes on Financial Statements referred to intheAuditors?Reportareself-explanatoryand there are audit qualifications/ observations in the Auditor?s Report on Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024 which are as follows:

Sr. No. Audit Qualifications/ Observations	Reply to the audit qualifications/ observations
1. The Company is in default w.r.t. payment of statutory dues to government authorities and filing of periodic returns thereof, which mayentailpenaltywhich is not ascertainable and hence not provided for.	The Company is in the process of analysing and paying off the dues. The interest as applicable on these delays is already provided for.

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 2024-2025, at their meeting held on May 15, 2024. 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 2023-2024, issued by M/s. Bhanwarlal Gurjar & Co., Cost Accountants in Form CRA-3, 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 report on secretarial audit for the Financial Year 2023-2024, issued by Company Secretaries in practice 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, 2024 are self-explanatory except the following:

Sr. Observations Reply to the No. observations

1. The Composition of The composition of the Nomination and NRC was not in R e m u n e r a t i o n accordance with the Committee (NRC) requirements of due wasnotincompliance Regulation 19(1) of SEBI with Regulation 19(1) (LODR) Regulations, of SEBI (LODR) 2015, for a certain Regulations, 2015 for period due to the a certain period, resignation of one which complied with Independent Director effect from August in April 2023. The 14, 2023. Company has taken corrective steps to bring the composition of NRC in due compliance with Regulation 19(1) of SEBI (LODR) Regulations, 2015 with effect from August 14, 2023.

2 One instance of UPSI was recorded in delay in the structural digital deta base system of the Company.

Due to the uncertainty of the corporate action event, as a measure of abundant precaution, the entry was recorded in the Companys SDD after the occurrence of the event. However, the Company will strengthen the process further to ensure comprehensive documentation of UPSI sharing processes.

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 August 14, 2023 have appointed M/s. Somani & Co., Chartered Accountants (FRN:130819W) as Internal Auditors of the Company to conduct Internal Audit of the Company.

e) 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 ine_ciency or inadequacy of such controls.

The Statutory Auditors of the Company have monitored & evaluated the efficacy 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.

f) 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.

g) 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, 2024 are set out in Notes to the Standalone and Consolidated Financial Statements of the Company provided in this Annual Report.

h) 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. During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy. The vigil mechanism policy is available on the website of the Company viz. http://www.kisangroup. com/investorrelations/code-policies.php.

i) 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 arm?s 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. 40 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 http://www.kisangroup.com/ investorrelations/code-policies.php.

j) 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, 2024 is available on the website of the Company at www.kisangroup. com.

k) 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.

l) EnergyConservation,TechnologyAbsorption 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.

m) 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.

n) 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 53.57% 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.

0) 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-I? 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.

p) 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 http://www.kisangroup. com/investorrelations/code-policies.php. Presently, there is no material subsidiary company of the Company for the Financial Year 2023-2024 pursuant to provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

q) Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility Initiatives:

As the provisions of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are not applicable to the Company and thus the Company has not developed or implemented any Corporate Social Responsibility initiatives as on date.

r) 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.

s) 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.

t) 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.

u) 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.

v) 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.

w) 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.

The Company has also constituted an Internal Complaints Committee (ICC) to consider and resolve all sexual harassment complaints reported by women. The constitution of the ICC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the committee also includes external members with relevant experience. Half of the total members of the ICC are women.

There were no complaints received and pending during the F.Y. 2023-2024.

x) 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.