Annual Report for the FY 2025-26

KOME-ON COMMUNICATION LIMITED CIN: L74110GJ1994PLC021216 Registered Office: 202, AMAR CHAMBER, STATION ROAD, VALSAD, GUJARAT-396001 33RD ANNUAL REPORT 2025-26 TABLE OF CONTENTS S. Content 1. REFERENCE INFORMATION 2. NOTICE 3. BOARD’S REPORT 4. AOC-2 5. CORPORATE GOVERNANCE CERTIFICATE 6. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS 7. CEO/CFO CERTIFICATION 8. COMPLIANCE WITH CODE OF CONDUCT 9. MANAGEMENT DISCUSSION & ANALYSIS REPORT 10. SECRETARIAL AUDIT REPORT 11. INDEPENDENT AUDITORS’ REPORT ON FINANCIAL STATEMENTS 12. STANDALONE FINANCIAL STATEMENTS REFERENCE INFORMATION BASIC INFORMATION ABOUT COMPANY S.No. Particulars Details 1 Shares listed at BSE Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001 2 Registered Office 202, Amar Chamber, Station Road, Valsad, Gujarat-396001 3 E-mail secretarial.kocl@gmail.com 4 Contact No. 9870545973 5 Website www.komeon.co.in 6 CIN L74110GJ1994PLC021216 BOARD OF DIRECTORS S.No. DIN No. Name Designation 1 06693671 Kusum Lata Non-Executive Director 2 09841715 Ajay Suresh Yadav Non-Executive Independent Director 3 11059678 Rinku Saini Non-Executive Independent Director 4 08184639 Abhishek Suresh Kyal Managing Director KEY MANAGERIAL PERSONNEL S.No. DIN No. Name Designation 1 08184639 Abhishek Suresh Kyal Managing Director 2 NA Sachin Mishra CEO & CFO 3 NA Sonia Bhimrajka Company Secretary AUDIT COMMITTEE AS ON 31ST MARCH, 2026 S.No. Name Designation 1 Ajay Suresh Yadav Chairperson 2 Rinku Saini Member 3 Kusum Lata Member NOMINATION AND REMUNERATION COMMITTEE AS ON 31ST MARCH, 2026 S.No. Name Designation 1 Kusum Lata Chairperson 2 Rinku Saini Member 3 Ajay Suresh Yadav Member STAKEHOLDERS RELATIONSHIP COMMITTEE AS ON 31ST MARCH, 2026 S.No. Name Designation 1 Ajay Suresh Yadav Chairperson 2 Rinku Saini Member 3 Kusum Lata Member REGISTRAR & SHARE TRANSFER AGENT S.No. Particulars Details 1 Name Satellite Corporate Services Pvt. Ltd. 2 Address 106 & 107 Dattani Plaza, Kurla Andheri Road, Kurla (w), Nr. Safed Poll East West Ind Estate Mumbai 400072 3 Contact details 022 28520461 4 E-mail service@satellitecorporate.com BANKERS Axis Bank RBL Bank NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the 33rd Annual General Meeting for the financial year 2025-2026 (hereinafter referred to as “AGM”) of the members of Kome-On Communication Limited will be held on Thursday, 10th day of September, 2026 at 12:00 P.M. via video conferencing / other audio-visual mode (VC/OAVM) to transact the following business as: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended on 31st March, 2026, including the Audited Balance Sheet, the Statement of Profit & Loss and Cash Flow Statement for the Financial Year ended on 31st March, 2026 including any explanatory note annexed to or forming part of, the aforementioned documents together with the Board's Report and Statutory Auditor’s Report thereon. 2. To re-appoint Mr. Abhishek Suresh Kyal (DIN: 08184639) as a director liable to retire by rotation. To consider and, if thought fit, to pass the following resolutions as an ordinary resolutions: “RESOLVED THAT pursuant to the provision(s) of applicable law(s), and the Articles of Association, and upon recommendation of the Board of Directors, Mr. Abhishek Suresh Kyal (DIN: 08184639), Managing Director, who retires by rotation and being eligible, has offered himself for re- appointment, be and is hereby re-appointed as director of the Company liable to retire by rotation.” SPECIAL BUSINESS: 3. To Increase in the Authorised Share Capital of the Company from ₹15,01,00,000 (Rupees Fifteen Crores One Lakh Only) to ₹65,01,00,000 (Rupees Sixty-Five Crores One Lakh Only) and Consequential Alteration of Clause V of the Memorandum of Association of the Company. To consider and if thought fit, to pass the following resolution(s) as an ordinary resolution: “RESOLVED THAT pursuant to the provisions of Sections 13, 61 and all other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and subject to such approvals, consents, permissions and sanctions as may be necessary, the consent of the Members of the Company be and is hereby accorded to increase the Authorised Share Capital of the Company from ₹15,01,00,000 (Rupees Fifteen Crores One Lakh Only) divided into 1,50,10,000 (One Crore Fifty Lakh Ten Thousand) Equity Shares of ₹10 (Rupees Ten) each to ₹65,01,00,000 (Rupees Sixty-Five Crores One Lakh Only) divided into 6,50,10,000 (Six Crores Fifty Lakh Ten Thousand) Equity Shares of ₹10 (Rupees Ten) each by creation of 5,00,00,000 (Five Crores) additional Equity Shares of ₹10 (Rupees Ten) each, ranking pari passu in all respects with the existing Equity Shares of the Company. RESOLVED FURTHER THAT pursuant to Section 13 and other applicable provisions of the Companies Act, 2013, Clause V of the Memorandum of Association of the Company be and is hereby altered and substituted with the following: "V. The Authorised Share Capital of the Company is ₹65,01,00,000 (Rupees Sixty-Five Crores One Lakh Only) divided into 6,50,10,000 (Six Crores Fifty Lakh Ten Thousand) Equity Shares of ₹10 (Rupees Ten) each." RESOLVED FURTHER THAT any Director of the Company and/or the Company Secretary be and are hereby severally authorised to do all such acts, deeds, matters and things and to sign, execute and file all necessary forms, returns, applications and other documents with the Registrar of Companies and such other authorities as may be required, and to take all such actions as may be necessary, expedient or incidental to give effect to this resolution, including making consequential amendments to the statutory registers, records and other documents of the Company.” 4. To enhance the limits for making investments, giving loans or guarantees and providing securities under section 186 of the Companies Act, 2013. To consider and if thought fit pass the following resolution as special resolution: “RESOLVED THAT pursuant to the provisions of Section 186 read with Section 179(3)(f) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the rules made thereunder, and subject to such other approvals, consents and permissions as may be necessary, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee thereof or any person(s) authorised by the Board to exercise its powers, including the powers conferred by this resolution) to: (a) give any loan to any person(s) or other body corporate(s); (b) give any guarantee or provide security in connection with a loan to any person(s) or other body corporate(s); and (c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, from time to time, in one or more tranches, as the Board may in its absolute discretion deem beneficial and in the interest of the Company, notwithstanding that the aggregate of the loans and investments so far made, the amounts for which guarantee or security so far provided to all persons or bodies corporate, together with the investments, loans, guarantees or security proposed to be made or given, exceeds 60% (sixty percent) of the Company’s paid-up share capital, free reserves and securities premium account, or 100% (one hundred percent) of its free reserves and securities premium account, whichever is more, as prescribed under Section 186 of the Companies Act, 2013, provided that the total amount of such investments, loans, guarantees or security so made or given and outstanding at any point of time shall not exceed Rs. 15,00,00,000/- (Rupees Fifteen Crore Only). RESOLVED FURTHER THAT the [Showing first 8,000 characters — download PDF for full document]