Directors Report of Kahan Packaging Ltd.

Mar 31, 2025

Your Directors are pleased to present the 12^th Annual Report of your Company together with the
Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2025
together with the Auditor’s Reports thereon.

1. Financial Highlights:

The Financial performance of the Company during the financial year ended March 31, 2025 as
compared to the previous financial year is summarized below:

Particulars	Year ended	Year ended
	31st March, 2025	31st March, 2024
Total Income	2,852.38	2,475.84
Less: Total Expenses excluding Depreciation	2,653.33	2,306.33
Profit/(Loss) before Depreciation, Exceptional Item and Tax	199.05	169.51
Less: Depreciation	48.69	34.79
Profit/ (Loss) before Tax and Exceptional Item	150.36	134.72
Less: Exceptional Item	0	0
Less: Extraordinary Item	0	0
Less: Tax Expenses	38.26	34.51
Profit/(Loss) after tax	112.10	100.22

2. Brief description of the Company’s working during the year/ State of Company’s affairs and
Operational Results

Kahan Packaging Limited, is manufacturing polymer based woven products in its state-of-the-art
manufacturing set up in Mumbai. With an immense expertise in the field of polymer industry, Kahan
Packaging manufactures and supply woven sacks while ensuring the safety of your product from
damage or spillage.

The Company has performed well in the year 2024-25. The total income of the Company for the year
2024-25 increased to ? 2,852.38 Lakhs from ? 2,475.84 Lakhs in previous year registering a growth
of 15.21%. Further, the Profit after tax for the year 2024-25 was ? 112.10 Lakhs as compared to Profit
after tax of ? 100.22 Lakhs in previous year, registering an increase of 11.85%.

The Management is continuously working on increasing the revenue and to give better results in
coming years by introducing new technologically advanced products at competitive rates, using IT
system, hiring and training sales team, adding new customers by venturing into new market and area
and also do better inventory management.

3. Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

4. Change in Nature of Business

There is no change in the Nature of Business during the year under review.

5. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company was not required to transfer any Unclaimed Dividend to Investor Education and
Protection Fund.

6. Transfer to Reserves

For the financial year ended 31st March, 2025, the Company earned net profit (after tax) of ?112.10
Lakhs and added to surplus in statement of Profit & Loss.

7. Share Capital

A) Authorised Share Capital: The Authorized Share Capital of the Company is 5,00,00,000 (Five
Crore) divided into 50,00,000 (Fifty Lakhs) Equity Shares of ? 10/- each (Ten Rupees Only).

B) Paid-up Share Capital: The Paid-up Share Capital of the Company is Rs. 2,72,00,000/- (? Two
Crore Seventy-Two Lakhs only) divided into 27,20,000 (Twenty-Seven Lakhs and Twenty
Thousand) Equity Shares of Rs. 10/- (Ten Rupees Only) each.

C) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares
with differential rights during the Financial Year 2024-2025.

D) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the
Financial Year 2024-2025.

E) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options
during the Financial Year 2024-2025.

8. Subsidiaries, Joint Ventures and Associate Companies

During the year under review no Company has become Subsidiary, Joint Venture and Associate of the
Company and no company has been ceased to be Subsidiary, Joint Venture and Associate of the
Company during the Year.

9. Weblink for Annual Return

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the Annual Return is placed on website
of the Company and which shall be treated as part of this Report. The link of the Annual Return is as
follows: https://kpackltd.com/wp-content/uploads/2025/08/Annual-Returns-2024-25.pdf

10. Number of Meetings of the Board
Meetings of the Board

The Board of Directors met 6 (Six) times during the financial year 2024-25. The intervening gap
between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013.
Details of date of Board meeting held during the year and attendance of Directors are given in below:

Sr. No.	Date of Meetings	Total Number of Directors eligible to attend	Total Number of Directors attended
1	30.05.2024	7	7
2	23.08.2024	7	7
3	16.09.2024	7	7
4	14.11.2024	7	7
5	13.01.2025	7	7
6	24.03.2025	7	7

Details of the Board of Directors and Attendance Record of Directors during the financial year ended
March 31, 2025 is as under:

Name of the Director	DIN	Board Meetings held	Board Meetings attended
Prashant Jitendra Dholakia	06428389	6	6
Rohit Jitendra Dholakia	05302050	6	6
Purvi Prashant Dholakia	05302029	6	6
Jagruti Rohit Dholakia	05302006	6	6
Naman Haresh Patel	10200283	6	6
Tushar Rameshchandra Shah	10200280	6	6
Jainam Prashant Dholakia	10343866	6	6

Independent Directors Meeting

The Independent Directors met on 13^th January, 2025, without the attendance of Non-Independent
Directors and members of the management. The Independent Directors reviewed the performance of
Non-Independent Directors and the Board as a whole; the performance of the Chairman of the
Company took into account the views of Executive Directors and Non-Executive Directors; it assessed
the quality, quantity and timeliness of information flow between the Company’s management and the
Board necessary for the Board to effectively perform their duties.

Board Evaluation

The Board evaluation process is carried through a structured questionnaire which was prepared after
taking into consideration inputs received from the Directors, setting out parameters of evaluation; the
questionnaire for evaluation is to be filled in, consolidated and then evaluation was carried out.
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and terms of reference of
Nomination and Remuneration Committee, the Committee had decided that performance of the Board,
Committee and all the Directors, excluding Independent Directors, would be carried by Independent
Directors and performance evaluation of Independent Directors would be carried by the Board of
Directors once in year. In accordance with the criteria suggested by the Nomination and Remuneration
Committee, the performance of each Independent Director was evaluated by the entire Board of
Directors in its meeting held on 30^th May 2024 (wherein the Director getting evaluated was absent) on
various parameters like engagement, leadership, analysis, decision making, communication,
governance, interest of stakeholders, etc. The Board was of the unanimous view that every
Independent Directors was a reputed person and brought their rich experience to the deliberations of
the Board and suggesting new system and process to improve performance of the Company.

The performance of all the Non-Independent Directors was evaluated by the Independent Directors at
their separate meeting held on 13^th January, 2025. The various criteria considered for the purpose of
evaluation included leadership, engagement, transparency, analysis, decision making, functional
knowledge, governance, stakeholders, etc. Independent Directors were of the unanimous view that all
the Non-Independent Directors were having good business and leadership skills. The Independent
Directors also reviewed and discussed the performance of the Board as whole and flow of information
from Management to the Directors. They were satisfied with the performance of the Board as a whole.
Further, they have also evaluated the performance of the Chairman of the Company on various aspects
such as Meeting dynamics, Leadership (business and people), Governance and Communication, etc.
and expressed their satisfaction over the same.

11. Directors Responsibility Statement

The Directors state that: -

a. in the preparation of the annual accounts for the financial year ended on 31^st March, 2025, the
applicable accounting standards have been followed along with proper explanation by way of
notes to accounts relating to material departures;

b. the selected accounting policies were applied consistently and the judgments and estimates
made by them are reasonable and prudent so as to give true and fair view of the state of affairs

of the Company at the end of the financial year on 31^st March, 2025 and of the profit of the
Company for that year;

c. proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

e. the Directors had laid down internal financial controls to be followed by the Company and
that such internal controls are adequate and were operating effectively during the financial
year ended 31^st March, 2025; and

f. 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 during the
financial year ended 31^st March, 2025.

12. Management Discussion and Analysis

The report on management discussion and analysis as per the SEBI (Listing Obligations and
Disclosures Requirements), Regulations, 2015 forms integral part of this Annual Report as Annexure
‘A’.

13. Details in respect of frauds reported by Auditors

No fraud in or by the Company were noticed or reported by the auditors during the period under
review.

14. Particulars of Loans, Guarantees or Investments made under Section 186 of the Act

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

15. Particulars of Contracts or Arrangements made with Related Parties

All related party transactions that were entered into during the financial year were on arm’s length
basis and were in the ordinary course of the business.

The particulars of Contract or Arrangement in Form AOC-2 as required under Section 134(3)(h) of
the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed to this
Board Report as Annexure ‘B’. The Company do not have any holding or subsidiary company hence
disclosure under point A of Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed
in the Financial Statement.

The Policy on Related Party Transactions has been published on the Company’s website
(www.kpackltd.com) under the “Investor” section.

16. Material changes and commitment, if any affecting financial position of the Company occurred
between end of the financial year to which these financial statements relate and the date of the
report

Except as disclosed elsewhere in this report, no material changes and commitments have occurred
between the end of the financial year of the Company and date of this report which can affect the
financial position of the Company.

(A) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption and foreign exchange earnings and outgo
as required under the provisions of section 134(3)(m) of Companies Act, 2013 read with rule 8 (3) of
Companies (Accounts) Rules, 2014 are as follows:

(A) Conservation Of Energy
i.	The steps taken or impact on conservation of energy	Yes
ii.	The steps taken by the company for utilizing alternate sources of Energy	NA
iii.	The capital investment on energy conservation equipment	NA
(B) Technology Absorption
i.	The efforts made towards technology absorption	Yes
ii.	The benefits derived like product improvement, cost reduction, product development or import substitution	NA
iii.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NA
a)	The details of technology imported	NA
b)	The year of import	NA
c)	Whether the technology been fully absorbed	NA
iv.	The expenditure incurred on research and development	NA
(C) Foreign Exchange Earnings or Outgo in Foreign Exchange During The Year
i.	The foreign exchange earned in terms of actual inflows during the year	NIL
ii.	The foreign exchange outgo during the year in terms of actual outflow	NIL

17. Deposits

During the financial year under review the Company has neither accepted nor renewed any deposits
within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014. The Company has not invited or accepted deposit during the year and hence
there was no deposit which remained un-paid or unclaimed at the end of the year.

18. Significant and material orders passed by the regulators or courts or tribunal

During the year there are no significant material orders passed by the Regulators / Courts / Tribunals
which would impact the going concern status of the Company and its future operations.

19. Internal control system and their adequacy

Adequate internal controls, systems and checks are in places, which commensurate with the size of
the Company and the nature of its business. The Management exercises financial control on the
operations through a well-defined budget monitoring process and other standard operating procedures.
In addition to the above, the Audit Committee and the Board specifically reviews the Internal Control
and Financial Reporting process prevalent in the Company. On a yearly basis, the Board also engages
the services of professional experts in the said field in order to ensure that the financial controls and
systems are in places. The Management also improvise the various Standard Operating Process (SoP)
based on findings of Internal Auditors as well review of SoPs by the Management.

20. Board of Directors and Key Managerial Personnel

The Company’s Board of Directors is made up of highly respected individuals with proven abilities
and strong ethical principles. They bring a wealth of experience, financial expertise, and leadership
skills to the table. Furthermore, they are deeply committed to the Company’s success and invest
significant time in Board Meetings and preparation.

To comply with Listing Regulations, the Board has carefully identified the essential skills, expertise,
and competencies needed by its Directors to effectively manage the Company’s operations.

Further the Company annually obtains from each Director, details of the Board and Board Committee
position he/she occupies in other Companies, and changes if any regarding their Directorships. Based
on the disclosures received from the Directors, the Company has obtained a certificate from M/s.
Zankhana Bhansali & Associates, Practicing Company Secretaries, confirming that none of the
Directors on the Board of the Company have been debarred or disqualified from being appointed or
continuing as Directors of Companies by the Securities and Exchange Board of India and Ministry of
Corporate Affairs or any such authority and the same forms part of this report as annexed as
“Annexure D”.

The composition of the Board complies with the requirements prescribed in the Listing Regulations
and are as follows:

Name of Director	Designation
Mr. Prashant Jitendra Dholakia (DIN: 06428389)	Managing Director
Mr. Rohit Jitendra Dholakia (DIN: 05302050)	Whole-Time Director
Mrs. Purvi Prashant Dholakia (DIN:05302029)	Whole-Time Director
Mrs. Jagruti Rohit Dholakia (DIN: 05302006)	Non-Executive Director
Mr. Tushar Rameshchandra Shah (DIN: 10200280)	Independent Director
Mr. Naman Haresh Patel (DIN:10200283)	Independent Director
Mr. Jainam Prashant Dholakia (DIN: 10343866)	Director*

*Mr. Jainam Prashant Dholakia (DIN: 10343866) resigned from the position of Director with effect
from May 16, 2025; however, he continues to serve as the Chief Financial Officer of the Company.

21. Particulars of Changes to the Board

During the year under review, there was no change in the composition of Board

22. Directors liable to retirement by rotation

In compliance with provisions of Section 152 of the Companies Act, 2013, Mr. Prashant Jitendra
Dholakia (DIN: 06428389) and Mrs. Jagruti Rohit Dholakia (DIN: 05302006), Directors of the
Company retires by rotation at the 12^th AGM and being eligible, offers themselves for re-appointment.
Appropriate resolution for aforesaid re-appointment is being placed for approval of the members at
the 12^th AGM.

Details of Mr. Prashant Jitendra Dholakia (DIN: 06428389) and Mrs. Jagruti Rohit Dholakia (DIN:
05302006) is provided in the “Annexure - 1 & 2” to the Notice, in accordance with the provisions of
Secretarial Standard on General Meetings (“SS- 2”), issued by the Institute of Company Secretaries
of India.

23. Declaration by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 the Independent Directors have provided a
declaration to the Board of Directors that they meet the criteria of Independence as prescribed in the
Companies Act, 2013 and the Listing Regulations, and are not aware of any situation which exists or
may be reasonably anticipated that could impair or impact their ability to discharge duties as an
Independent Director with an objective independent judgement and without any external influence.

Further, in terms of Section 150 of the Act and declaration in compliance with Rule 6(3) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of
Corporate Affairs (“MCA”) Notification dated October 22, 2019, regarding the requirement relating
to enrolment in the Data Bank created by MCA for Independent Directors, has been received from all
the Independent Directors.

Mr. Tushar Rameshchandra Shah (DIN: 10200280) and Mr. Naman Haresh Patel (DIN:10200283)
are Non-Executive Independent Directors as on March 31, 2025.

The Company has formulated a policy on ‘familiarisation programme for independent directors’ which
is available on the Company’s website at the link: https://kpackltd.com/corporate-policies/

24. Key Managerial Personnel

Pursuant to provisions of Section 203 of the Companies Act, 2013 following are the Key Managerial
Personnel of the Company as on March 31, 2025:

1) Mr. Prashant Jitendra Dholakia (DIN: 06428389), Managing Director

2) Mr. Jainam Prashant Dholakia, Chief Financial Officer

3) Mr. Mithun Patel, Company Secretary and Compliance Officer (resigned w.e.f. 10^th August,
2024)

4) Ms. Pooja Burad, Company Secretary and Compliance Officer*

*Ms. Pooja Burad was appointed as Company Secretary and Compliance Officer of the Company
w.e.f. August 23^rd, 2024 in place of Mr. Mithun Patel who resigned w.e.f. 10^th August, 2024 from the
position of Company Secretary and Compliance Officer of the Company.

25. Details of Committees of the Board

Currently the Board has Three (3) Committees: The Audit Committee, Nomination & Remuneration
Committee and Stakeholders’ Relationship Committee. The Composition of various Committees and
other details are as follows:

A) Audit Committee:

The Board has an Audit Committee in conformity with the provisions of Section 177 of the Companies
Act, 2013. As on March 31, 2025, the Audit Committee comprised of two Independent Directors
namely, Mr. Tushar Rameshchandra Shah (DIN: 10200280), Mr. Naman Haresh Patel
(DIN:10200283) and one Managing Director, Mr. Prashant Jitendra Dholakia (DIN: 06428389), where
Tushar Rameshchandra Shah (DIN: 10200280) acted as the Chairman of the Committee. Further, Mr.
Mithun Patel, Company Secretary and Compliance Officer of the Company, served as the Secretary
to the Committee until August 10, 2024. Subsequently, Ms. Pooja Burad, Company Secretary and
Compliance Officer of the Company, assumed the role of Secretary to the Committee with effect from
August 23, 2024.

All the Members of the Audit Committee are financially literate and have accounting or related
financial management expertise as required under the Companies Act, 2013. All the major steps
impacting the financials of the Company are undertaken only after the consultation of the Audit
Committee. During the year under review, the Board of Directors of the Company had accepted all
the recommendations of the Audit Committee.

The Audit Committee met Four (4) times during the Financial Year i.e. on 30^th May, 2024, 23^rd August,
2024, 14^th November, 2024, and 13^th January, 2025. The requisite quorum was present for all the
meetings during the Financial Year 2024-25.

The details of the meetings held and attended by the members of the committee during the Financial
Year under review is detailed below:

Name of the Director	Category and Position	No. of Meetings
		Held	Attended
Mr. Tushar Rameshchandra Shah (DIN: 10200280)	Chairperson and Independent Director	4	4
Mr. Naman Haresh Patel (DIN:10200283)	Member and Independent Director	4	4
Mr Prashant Jitendra Dholakia (DIN: 06428389)	Member and Managing Director	4	4

B) Nomination and Remuneration Committee

The Board has Nomination & Remuneration Committee in conformity with the provisions of Section
178 of the Companies Act, 2013. As on March 31, 2025, the Nomination and Remuneration
Committee was comprised of two Independent Directors namely, Mr. Tushar Rameshchandra Shah
(DIN: 10200280), Mr. Naman Haresh Patel (DIN: 10200283) and Non-Executive Director Mrs.
Jagruti Rohit Dholakia (DIN: 05302006), where Mr. Tushar Rameshchandra Shah (DIN: 10200280)
acted as the Chairman of the Committee. Further, Mr. Mithun Patel, Company Secretary and
Compliance Officer of the Company, served as the Secretary to the Committee until August 10, 2024.
Subsequently, Ms. Pooja Burad, Company Secretary and Compliance Officer of the Company,
assumed the role of Secretary to the Committee with effect from August 23, 2024.

The appointment of the Directors, Key Managerial Personnel and Senior Managerial Personnel is
recommended by the Nomination & Remuneration Committee to the Board. Your Company has
devised the Nomination and Remuneration Policy for the appointment of Directors and Key
Managerial Personnel and Senior Managerial Personnel of the Company who have ability to lead the
Company towards achieving sustainable development. The said Policy also covers the matters related
to the remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel. The
Nomination and Remuneration Policy may be accessed on the Company’s website at the link:
https://kpackltd.com/wp-content/uploads/2024/09/04.-Nomination-and-Remuneration-Policy.pdf.

The Nomination & Remuneration Committee met Twice (2) during the Financial Year i.e. on 30^th May,
2024 and 23^rd August, 2024. The requisite quorum was present for all the meetings during the Financial
Year 2024-25.

The details of the meetings held and attended by the members of the committee during the Financial
Year under review is detailed below:

Name of the Director	Category	No. of Meetings
		Held	Attended
Mr. Tushar Rameshchandra Shah (DIN: 10200280)	Chairperson and Independent Director	2	2
Mr. Naman Haresh Patel (DIN:10200283)	Member and Independent Director	2	2
Mrs. Jagruti Rohit Dholakia (DIN:05302006)	Member and Non-Executive Director	2	2

C. Stakeholders’ Relationship Committee:

The Company has always valued its investors and stakeholders. In order to ensure the proper and
speedy redressal of shareholders/investors complaints, the Stakeholders Relationship Committee was
constituted. The role of the Committee is to consider and resolve security holders complaint and to
attend all the investors request. The constitution and terms of reference of the Stakeholders
Relationship Committee is in conformity with the provisions of Section 178(5) of the Companies Act,
2013.

As on March 31, 2025, the Stakeholders Relationship Committee was comprised of Mr. Tushar
Rameshchandra Shah (DIN: 10200280), Mr. Prashant Jitendra Dholakia (DIN: 06428389) and Mrs.
Purvi Prashant Dholakia (DIN: 05302029), where Mr. Tushar Rameshchandra Shah (DIN: 10200280)
acted as the Chairman of the Committee. Further, Mr. Mithun Patel, Company Secretary and
Compliance Officer of the Company, served as the Secretary to the Committee until August 10, 2024.
Subsequently, Ms. Pooja Burad, Company Secretary and Compliance Officer of the Company,
assumed the role of Secretary to the Committee with effect from August 23, 2024.

The Stakeholders Relationship Committee met Four (4) times during the Financial Year i.e. on 30^th
May, 2024, 23^rd August, 2024, 14^th November, 2024, and 13^th January, 2025, The requisite quorum was
present for all the meetings during the Financial Year 2024-25.

The details of the meetings held and attended by the members of the committee during the Financial
Year under review is detailed below:

Name of the Director	Category	No. of Meetings
		Held	Attended
Mr. Tushar Rameshchandra Shah (DIN: 10200280)	Chairperson and Independent Director	4	4
Mr. Prashant Jitendra Dholakia (DIN: 06428389)	Member and Managing Director	4	4
Mrs. Purvi Prashant Dholakia (DIN:05302029)	Member and Whole Time Director	4	4

26. Vigil Mechanism/ Whistle Blower Policy

In compliance with provisions of section 177(9) and (10) of the Companies Act, your Company has
adopted whistle blower policy for Directors and employees to report genuine concerns to the
management of the Company. The Whistle Blower Policy may be accessed on the Company’s website
at the link: http://kpackltd.com/wp-content/uploads/2024/09/15.-Whistle-Blower-Policy.pdf.

27. Secretarial Audit and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the
recommendation of Audit Committee, has appointed M/s. Zankhana Bhansali & Associates, Practicing
Company Secretaries (COP 10513 & PR No.1625), w.e.f. 30^th May, 2024 for the Financial Year 2024¬
25, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in form
MR-3 is annexed herewith as Annexure ‘C’ to this Report.

28. Statutory Auditors

The Members at the 7^th Annual General Meeting of the Company held on 31^st December, 2020, M/s.
Dhanesh Amritlal & Associates, Chartered Accountants (Firm Registration No. 142800W), were
appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual
General Meeting to be held for the financial year 2024-25. Further pursuant to the provisions of
Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014 (including any statutory modification, amendment or enactment
thereof, for the time being in force) and based on the recommendation of Audit Committee and the
Board of Directors, M/s. Kayde & Associates, Chartered Accountants, (Firm Registration No.:
121092W) be and are hereby appointed as Statutory Auditor of the Company in place of M/s. Dhanesh
Amritlal & Associates, Chartered Accountants (Firm’s Registration No. 142800W), the retiring
statutory auditor, to hold the office from the conclusion of the 12^th Annual General Meeting until the
conclusion of the 17^th Annual General Meeting of the Company for the F.Y. 2029-30 at such
remuneration plus applicable taxes and reimbursement of out-of-pocket expenses in connection with
the Audit as may be mutually agreed between the Board of Directors, based on recommendation of
the Audit Committee, of the Company and the Auditors.

The Auditors’ Report and annexure to the Auditors’ Report are self-explanatory and does not contain
any observation/ qualification therefore, no explanations need to be provided for in this report.

29. Internal Audit

Pursuant to the provisions of Section 138 of Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013. The Board,
on the recommendation of Audit Committee, appointed M/s. Sunil S Gokhale and Associates,
Chartered Accountants (Membership No. 106465) as Internal Auditors of the Company w.e.f. 30^th
May, 2024 for the FY 2024-25.

30. Particulars of Employees

The information required to be disclosed with respect to the remuneration of Directors and KMPs in
the Directors’ Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The names of top five employees of the Company in terms of remuneration drawn for the financial
year 2024-25, as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) &
(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Both are appended as Annexure ‘E’ of the Boards Report.

31. Corporate Governance

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same is
applicable as per the Companies Act, 2013 and the Company is fully compliant with the applicable
provision and the Company is committed to ensure compliance with all modification within prescribed
norms under Companies Act, 2013. Company is committed to maintain the highest standards of
corporate practices.

32. Insolvency and Bankruptcy Code

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code,
2016.

33. Secretarial Standards:

The Company has complied with the applicable Secretarial Standards, as issued by the Institute of
Company Secretaries of India and notified by the Central Government.

34. Risk Management

Your Company has a well-defined Risk Management System in place, as a part of its good Corporate
Governance practices. All the risks are identified at various levels and suitable mitigation measures
are thereafter adopted. These are subjected to a quarterly review by the Audit Committee as well as
the Board. Accordingly, management of risk has always been an integral part of the Company’s
‘Strategy of Organization’ and straddles its planning, execution and reporting processes and systems.
Backed by strong internal control systems, the current Risk Management Framework consists of the
following key elements:

• Appropriate structures are in place to proactively monitor and manage the inherent risks in
businesses with unique / relatively high risk profiles.

• The Audit Committee of the Board reviews Internal Audit findings and provides strategic
guidance on internal controls. The Audit Committee closely monitors the internal control
environment within your Company including implementation of the action plans emerging
out of internal audit findings.

• The Company has appointed Internal Auditors and Secretarial Auditors to comply with the
various provisions and compliances under applicable laws.

35. Disclosures Under Section 134(3)(L) of The Companies Act, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect
the Company’s financial position have occurred between the end of the financial year of the Company
and the date of this report.

36. Corporate Social Responsibility

Provisions with respect to Corporate Social Responsibility initiative as mandated by Companies Act,
2013 is not applicable to the Company.

37. Particulars of transaction between the Company and Non-Executive Directors

During the year under review the company has not entered into any transaction with its Non-Executive
Directors except for payment of sitting fees as mentioned in notes to accounts.

38. Affirmation

1) There was no instance of one-time settlement with any Bank or Financial Institution.

2) There was no revision in the previous financial statements of the Company.

39. Maintenance of cost records

Maintenance of cost records as specified by the Central Government under sub-section (1) of section
148 of the Companies Act, 2013, is not applicable to the Company.

40. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company
shares by the Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the Trading Window is
closed. The Compliance Officer is responsible for implementation of the Code.

To comply with the Regulation 3(5) of SEBI (PIT) Regulations, 2015, and to maintain structured
digital database (SDD) containing the names of such persons or entities with whom Unpublished Price
Sensitive Information (UPSI) is shared and intermediaries and fiduciaries who handle UPSI of the
Company in the course of business operations, the Company has installed a SDD software on the
server of the Company.

The code of prevention of Insider Trading and fair disclosures is there on the website of the Company.
All Board Directors and the designated employees have confirmed compliance with the Code.

41. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) act, 2013:

In accordance with the provisions of Section 4 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”), the Company has duly constituted
an Internal Complaints Committee (ICC) to provide a safe and secure working environment for all
employees, particularly women.

Further, in compliance with the directive issued by the Directorate General of Information and Public
Relations (DGIPR), Government of Maharashtra, and as per the advisory from the Central
Government, the Company has completed its registration on the SHE-Box (Sexual Harassment
Electronic Box) Portal, thereby affirming the constitution of the ICC and its commitment to ensuring
prevention, prohibition and redressal of sexual harassment at the workplace.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee has been set up to redress complaints received regarding sexual
harassment.

The Company affirms that during the Year under review, no complaints were received by the
Committee for redressal.

Further in accordance with the recent amendment, please find below details as required:

Sr. No.	Particulars
1	number of complaints of sexual harassment received in the year: 0
2	number of complaints disposed off during the year: 0
3	number of cases pending for more than ninety days: 0

The Company further confirms that it has complied with provisions relating to the Maternity Benefit
Act, 1961.

42. Disclosure of Orders Passed by Regulators or Courts or Tribunal

There are no significant material orders passed by the Regulators/ Courts which would impact the
going concern status of the Company and its future operations. No application is made and no
proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 and
there is no instance of one time settlement of the Company with any Bank or Financial Institution.

43. Listing

The Equity Shares of the Company are listed on SME Platform of BSE Limited. The Company has
made payment of Annual Listing Fees and other compliance fees.

44. Cash flow statement

The Cash flow statement for the year 2024-25 is part of Balance Sheet.

45. Fraud Reporting

No fraud has been reported during the audit conducted by Statutory Auditors and Secretarial Auditors
of the Company.

46. Acknowledgements

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Company’s activities
during the year under review. Your Directors also acknowledge gratefully the shareholders for their
support and confidence reposed on your Company.

For Kahan Packaging Limited

Prashant Jitendra Dholakia
Chairman & Managing Director
(DIN 06428389)

Place: Mumbai
Date: 26.08.2025

---

Mar 31, 2024

Your Directors have pleasure in presenting the 11^th Annual Report of the Board on the performance of the Company and the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2024 together with the Auditor’s Reports thereon.

1. Financial Results

The summarized financial results for the financial year ending March 31, 2024, are highlighted as under:

(in Lakhs)
Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Total Income	2,475.84	2,071.30
Less: Total Expenses excluding Depreciation	2,306.33	1,918.03
Profit/(Loss) before Depreciation, Exceptional Item and Tax	169.51	153.27
Less: Depreciation	34.79	22.60
Profit/ (Loss) before Tax and Exceptional Item	134.72	130.67
Less: Exceptional Item	0	0
Less: Extraordinary Item	0	3.05
Less: Tax Expenses	34.51	27.21
Profit/(Loss) after tax	100.22	100.41

2. Brief description of the Company’s working during the year/ State of Company’s affairs and Operational Results

Kahan Packaging Limited, is manufacturing polymer based woven products in its state of the art manufacturing set up in Mumbai. With an immense expertise in the field of polymer industry, Kahan Packaging manufactures and supply woven sacks while ensuring the safety of your product from damage or spillage.

Company came with an IPO dated 6^th September, 2023. Company got listing approval of Equity Shares on September 14, 2023 for listing on SME Platform with effect from September 15, 2023.

The Company has performed well in the year 2023-24. The total income of the Company for the year 2023-24 increased to ? 2,475.84 Lakhs from ? 2,071.30 Lakhs in previous year registering a growth of 19.53%. Further, the Profit after tax for the year 2023-24 was to ? 100.22 Lakhs as compared to Profit after tax of ? 100.42 Lakhs in previous year, registering a decline of -0.18%.

The Management is continuously working on increasing the revenue and to give better results in coming years by introducing new technologically advanced products at competitive rates, using IT system, hiring and training sales team, adding new customers by venturing into new market and area and also do better inventory management.

3. Transfer to reserves:

For the financial year ended 31^st March, 2024, the Company earned net profit (after tax) of ^100.22 Lakhs and added to surplus in statement of Profit & Loss.

During the year under review, the Company received Securities Premium of ? 504.00 Lakhs and the company reduced the issue expenses amounting ? 122.08 Lakhs from Securities Premium Reserves.

The Company’s reserves & surplus including Securities Premium is ? 601.47 Lakhs as compared to ? 119.33 Lakhs in the corresponding previous year.

4. Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

5. Share Capital

The paid up share capital of the Company is ? 2,72,00,000/- (? Two Crore Seventy-Two Lakhs only) as on March 31, 2024.

The authorised share capital of company is ? 5,00,00,000 (Five Crore) divided into 50,00,000 Equity Shares of ? 10/- each.

Note: - At the Extra-Ordinary General Meeting of the Company held on 23^rd April, 2023 members approved increase in Authorised Capital from ? 2,00,00,000 (? Two Crores Only) to ? 5,00,00,000 (? Five Crores Only).

The Company has done Rights Issue for 10,00,000 Shares at ?10 each. The same has been allotted dated 15^th June, 2023.

The Company has raised 7,20,000 Equity Shares of ?10 each at a premium of ?70 per share of via public issue dated 6^th September, 2023. The same has been allotted dated 13^th September, 2023.

The Company has not issued shares with differential voting rights nor has issued any Sweat Equity. As on March 31, 2024, none of the Directors of the Company hold any convertible instruments of the Company.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

7. Material changes and commitments affecting financial position of the company, occurred between the end of financial year and the date of report

Except as disclosed elsewhere in this report, no material changes and commitments have occurred between the end of the financial year of the Company and date of this report which can affect the financial position of the Company.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There have not been any material orders passed by any regulators or courts or tribunals impacting the going concern status of the Company and Company''s operations in future.

9. Details of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year

During the year under review no Company has become Subsidiary/ Joint venture/ Associate of the Company. And no company has been ceased to be Subsidiary/ Joint venture/ Associate of the Company during the Year.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement

There are no Subsidiary, Joint venture and Associates of the Company.

11. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is placed on website of the Company and which shall be treated as part of this Report. The link of the Annual Report is as follows: https://kpackltd.com/index.php/frr/

12. Dematerialization of Shares

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN allotted is INE04T901017.

13. Change in Nature of Business

There has been no change in the nature of business carried out by the Company during the year.

14. Management Discussion & Analysis Reports

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a separate section forming part of the Annual Report.

15. Finance

Cash and Bank Balance as at March 31, 2024 was ? 34.63 Lakhs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

16. Deposits

There was no deposit accepted by the Company within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder at the beginning of the year. The Company has not invited or accepted deposit during the year and there was no deposit which remained un-paid or unclaimed at the end of the year.

17. Particulars of Loans, Guarantees or Investments under section 186

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

18. Internal Control Systems and their Adequacy

Adequate internal controls, systems and checks are in places, which commensurate with the size of the Company and the nature of its business. The Management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures. In addition to the above, the Audit Committee and the Board specifically reviews the Internal Control and Financial Reporting process prevalent in the Company. On a yearical basis, the Board also engages the services of professional experts in the said field in order to ensure that the financial controls and systems are in places. The Management also improvise the various Standard Operating Process (SoP) based on findings of Internal Auditors as well review of SoPs by the Management.

19. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under the provisions of section 134(3)(m) of Companies Act, 2013 read with rule 8 (3) of Companies (Accounts) Rules, 2014 are as follows:

(A) Conservation Of Energy
i.	The steps taken or impact on conservation of energy	NA
ii.	The steps taken by the company for utilizing alternate sources of Energy	NA
iii.	The capital investment on energy conservation equipment	NA
(B) Technology Absorption
i.	The efforts made towards technology absorption	NA
ii.	The benefits derived like product improvement, cost reduction, product development or import substitution	NA
iii.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NA
a)	The details of technology imported	NA
b)	The year of import	NA
c)	Whether the technology been fully absorbed	NA
iv.	The expenditure incurred on research and development	NA
(C) Foreign Exchange Earnings Or Outgo In Foreign Exchange During The Year
i.	The foreign exchange earned in terms of actual inflows during the year	NIL
ii.	The foreign exchange outgo during the year in terms of actual outflow	NIL

20. Directors and Key Managerial Personnel

As on the date of this Report, your Company has 7 (Seven) Directors consisting of 2 (Two) Independent Directors, 4 (Four) Executive Directors and 1 (One) Non-Executive Directors, out of which 2 directors are Women Director.

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the applicable Rules thereto and the Articles of Association of the Company, Mr. Rohit Jitendra Dholakia (DIN:05302050) and Mrs Purvi Prashant Dholakia (DIN:05302029) retire by rotation at the ensuing Annual General Meeting and, being eligible, offers themselves for re- appointment. The Board recommends to the Members their re-appointment as Director of the Company.

Mr. Jainam Prashant Dholakia, (DIN 10343866), who was appointed as an Additional Director of the Company in terms of Section 161 of the Act by the Board of Directors with effect from 18^th October, 2023. Your Directors propose his appointment as Director of the Company.

Mrs. Purvi Prashant Dholakia (PAN: AESPD0487Q) has resigned Chief Financial Officer (CFO) of the Company and Mr. Jainam Prashant Dholakia, (PAN: CNVPD4418H), was appointed as Chief Financial Officer (CFO) of the Company in terms of Section 203 of the Companies Act, 2013 with effect from 18^th October, 2023.

Brief profile of the Director proposed to be re-appointed at the 11^th AGM, relevant information as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards- 2 have been provided in Annexure II to the Notice convening 11^th AGM.

As on March 31, 2024 following were the Directors and Key Managerial Personnel in the Company:

1. Mr. Prashant Jitendra Dholakia (DIN: 06428389) Chairman & Managing Director- Key Managerial Personnel (appointed w.e.f. 17^th June, 2023)

2. Mr. Rohit Jitendra Dholakia (DIN: 05302050), Whole-Time Director (appointed w.e.f. 17^th June, 2023)

3. Mrs. Purvi Prashant Dholakia (DIN: 05302029), Whole-Time Director (appointed w.e.f. 17^th June, 2023)

4. Mrs. Purvi Prashant Dholakia (PAN: AESPD0487Q) appointed as Chief Financial Officer w.e.f 17^th June, 2023 and resigned w.e.f 18^th October, 2023.

5. Mrs. Jagruti Rohit Dholakia (DIN: 05302006), Non-Executive Director (appointed w.e.f. 17^th June, 2023)

6. Mr. Jainam Prashant Dholakia (DIN: 10343866), Additional Director & CFO- Key Managerial Personnel (appointed w.e.f. 18^th October, 2023)

7. Mr. Tushar Rameshchandra Shah (DIN: 10200280), Independent Director (appointed w.e.f. 17^th June, 2023)

8. Mr. Naman Haresh Patel (DIN: 10200283), Independent Director (appointed w.e.f. 17^th June, 2023)

9. Mr. Mithun Patel (Membership No. A43753), Company Secretary & Compliance Officer - Key Managerial Personnel. (appointed w.e.f. 17^th June, 2023) He resigned w.e.f. 10^th August, 2024.

10. Ms. Pooja Burad (Membership No. A71849) has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 23^rd August, 2024.

Other than above there was no change in Directors or Key Managerial Personnel by way of appointment, resignation, death or cessation.

21. Declaration by an Independent Director(s)

All the Independent Directors have given declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there has been no change in the circumstances affecting their status as Independent Directors of the Company and that they are not disqualified to become Independent Directors under the Act. In the opinion of the Board of Directors, all the Independent Directors fulfil the criteria of independence as provided under the Act and that they are independent of the Management.

22. Board Evaluation

The Board evaluation process is carried through a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation are to be filled in, consolidated and then evaluation was carried out. Pursuant to the provisions of Section 178 of the Companies Act, 2013 and terms of reference of Nomination and Remuneration Committee, the Committee had decided that performance of the Board, Committee and all the Directors, excluding Independent Directors, would be carried by Independent Directors and performance evaluation of Independent Directors would be carried by the Board of Directors once in year. In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors in its meeting held on (date) (wherein the Director getting evaluated was absent) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Director was a reputed person and brought their rich experience to the deliberations of the Board and suggesting new system and process to improve performance of the Company.

The performance of all the Non-Independent Directors was evaluated by the Independent Directors at their separate meeting held on December 23, 2023. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders, etc. Independent Directors were of the unanimous view that all the Non-Independent Directors were having good business and leadership skills. The Independent

Directors also reviewed and discussed the performance of the Board as whole and flow of information from Management to the Directors. They were satisfied with the performance of the Board as a whole. Further, they have also evaluated the performance of the Chairman of the Company on various aspects such as Meeting dynamics, Leadership (business and people), Governance and Communication, etc. and expressed their satisfaction over the same.

23. Meetings of the Board

The Board of Directors met 23 times during the financial year 2023-24. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013. Details of date of Board meeting held during the year and attendance of Directors are given in table below:

Sr. No	Date of Board Meeting	Total Number of directors associated as on the date of meeting	Number of directors attended
1	01 April 2023	4	4
2	16 May 2023	4	4
3	01 June 2023	4	4
4	12 June 2023	4	4
5	13 June 2023	4	4
6	15 June 2023	4	4
7	17 June 2023	6	6
8	20 June 2023	6	6
9	30 June 2023	6	6
10	18 July 2023	6	6
11	05 August 2023	6	6
12	10 August 2023	6	6
13	31 August 2023	6	6
14	07 September 2023	6	6
15	13 September 2023	6	6
16	15 September 2023	6	6
17	05 October 2023	6	6
18	18 October 2023	7	7
19	20 October 2023	7	7
20	10 November 2023	7	7
21	23 November 2023	7	7
22	23 December 2023	7	7
23	28 March 2024	7	7

Details of the Board of Directors and Attendance Record of Directors during the financial year ended March 31, 2024 is as under:

Name of the Director	DIN	Board Meetings Held	Board Meetings attended
Prashant Jitendra Dholakia	06428389	23	23
Rohit Jitendra Dholakia	05302050	23	23
Purvi Prashant Dholakia	05302029	23	23
Jagruti Rohit Dholakia	05302006	23	23
Naman Haresh Patel	10200283	17	17
Tushar Rameshchandra Shah	10200280	17	17
Jainam Prashant Dholakia	10343866	6	6

The intervening gap between the meetings was within the year prescribed under the Companies Act, 2013.

Separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 was held on 23^rd December, 2023.

24. Details of Committees of the Board

Currently the Board has 3 Committees: The Audit Committee, Nomination & Remuneration Committee and Stakeholders’ Relationship Committee. The Composition of various Committees and other details are as follows:

A. Audit Committee:

The Board has an Audit Committee in conformity with the provisions of Section 177 of the Companies Act, 2013. As on March 31, 2024, the Audit Committee comprised of two Independent Directors namely, Mr. Tushar Rameshchandra Shah (DIN: 10200280), Mr. Naman Haresh Patel (DIN: 10200283) and one Managing Director, Mr. Prashant Jitendra Dholakia (DIN: 06428389), where Tushar Rameshchandra Shah (DIN: 10200280) acted as the Chairman of the Committee. Further, Mr. Mithun Patel, Company Secretary and Compliance Officer of the Company, acted as Secretary of the Committee.

All the Members of the Audit Committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013. All the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

The details of number of Committee Meetings held during the year 2023-24 and attendance of Members of the Committee are given in table below:

Name of Committee Members	18.10.2023	10.11.2023	28.03.2024
Tushar Rameshchandra Shah	Yes	Yes	Yes
Naman Haresh Patel	Yes	Yes	Yes
Prashant Jitendra Dholakia	Yes	Yes	Yes

B. Nomination & Remuneration Committee:

The Board has Nomination & Remuneration Committee in conformity with the provisions of Section 178 of the Companies Act, 2013. As on March 31, 2024, the Nomination and Remuneration Committee was comprised of two Independent Directors namely, Mr. Tushar Rameshchandra Shah (DIN: 10200280), Mr. Naman Haresh Patel (DIN: 10200283) and Non-Executive Director Mrs. Jagruti Rohit Dholakia (DIN: 05302006), where Mr. Tushar Rameshchandra Shah (DIN: 10200280) acted as the Chairman of the Committee. Further, Mr. Mithun Patel, Company Secretary and Compliance Officer of the Company, acted as Secretary of the Committee.

The appointment of the Directors and Key Managerial Personnel is recommended by the Nomination & Remuneration Committee to the Board. Your Company has devised the Nomination and Remuneration Policy for the appointment of Directors and Key Managerial Personnel (KMPs) of the Company who have ability to lead the Company towards achieving sustainable development. The said Policy also covers the matters related to the remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel.

The Nomination and Remuneration Policy may be accessed on the Company’s website at the link: https://kpackltd.com/index.php/investor.

The Details of remuneration paid to the Directors are given in form MGT-7 and also in annexures to the Board’s Report. Only one meeting of the Nomination & Remuneration Committee held during the year 2023-24 on August 18, 2023 which was attended by all the Committee Members.

C. Stakeholders’ Relationship Committee:

The Company has always valued its investors and stakeholders. In order to ensure the proper and speedy redressal of shareholders’/investors’ complaints, the Stakeholders’ Relationship Committee was constituted. The role of the Committee is to consider and resolve security holders’ complaint and to attend all the investors’ request. The constitution and terms of reference of the Stakeholders’ Relationship Committee is in conformity with the provisions of Section 178(5) of the Companies Act, 2013.

As on March 31, 2024, the Stakeholders’ Relationship Committee was comprised of Mr. Tushar Rameshchandra Shah (DIN: 10200280), Mr. Prashant Jitendra Dholakia (DIN: 06428389) and Mrs. Purvi Prashant Dholakia (DIN: 05302029), where Mr. Tushar Rameshchandra Shah (DIN: 10200280) acted as the Chairman of the Committee.

Only one meeting of the Nomination & Remuneration Committee held during the year 2023-24 on November 10, 2023.

25. Directors’ Responsibility Statement as Required Under Section 134(3)(C) of the Companies Act, 2013

The Directors state that: -

a. in the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;

b. the selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year on 31^st March, 2024 and of the profit of the Company for that year;

c. proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively during the financial year ended 31^st March, 2024; and

f. 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 during the financial year ended 31^st March, 2024.

26. Related Party Contracts or Arrangements

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business.

The particulars of Contract or Arrangement in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed to this Board Report as Annexure ‘A’. The Company do not have any holding or subsidiary company hence disclosure under point A of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Financial Statement.

The Policy on Related Party Transactions has been published on the Company’s website (www.kpackltd.com) under the “Investor” section.

27. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company’s website www.kpackltd.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

28. Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instance of fraud and mismanagement, if any. Whistle Blower Policy is available on the Company’s website. The Policy on vigil mechanism may be accessed on the Company’s website at the link: https://kpackltd.com/index.php/investor/.

29. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance beyond threshold limit mentioned in the policy for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the year when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

30. Audit Committee

The details pertaining to composition of Audit Committee are included in Corporate Governance Report, which forms part of this Annual report.

31. Nomination and Remuneration Policy

The Company’s policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in Corporate Governance Report, which forms part of Annual Report. The Nomination and Remuneration Policy of the Company is also posted on the website of the Company under Investors’ Relation Section.

32. Statutory Auditors and Statutory Audit Report

At the Annual General Meeting of the Company held on 31^st December, 2020, M/s. Dhanesh Amritlal & Associates, Chartered Accountants (Firm Registration No. 142800W), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held for the financial year 2024-25. In terms of the proviso to Section 139, 142 and other applicable provisions of the Companies Act, 2013, and rules made thereunder, including any statutory enactment or modification thereof, the Company hereby M/s. Dhanesh Amritlal & Associates, Chartered Accountants bearing ICAI firm registration number 142800W, the Statutory Auditors of the Company to hold office until the conclusion of the Annual General Meeting

of the Company to be held for the financial year 2024-25 on such remuneration as may be determined by the Board of Directors. Accordingly, M/s. Dhanesh Amritlal & Associates will continue as Statutory Auditor of the Company till the financial year 2024-25.

The Auditors’ Report and annexure to the Auditors’ Report are self-explanatory and does not contain any observation/ qualification therefore, no explanations need to be provided for in this report.

33. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the requirement to take the Secretarial Audit Report from the Peer Reviewed Practicing Company Secretary, the Company has appointed Zankhana Karan Bhansali, Proprietor of M/s Zankhana Bhansali & Associates, Company Secretary in Practice (COP 10513 & PR No.1625) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in form MR-3 is annexed herewith as Annexure ‘B’ to this Report and there are certain qualifications, management explanation of which is given in the report.

34. Internal Auditors

Mr. Shrikant Sawane resigned as Internal Auditor of the Company w.e.f. 26^th March, 2024. Pursuant to the provisions of Section 138 of Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 M/s. Sunil S Gokhale and Associates, Chartered Accountants were appointed as Internal Auditors of Company w.e.f. 28^th March, 2024.

35. Cost Auditors

Provisions for Cost Auditor are not applicable to your company.

36. Listing

The Equity Shares of the Company are listed on SME Platform of BSE Limited. The Company has made payment of Annual Listing Fees and other compliance fees.

37. Statutory Disclosures

None of the Directors of the Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013.

Your Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and Listing regulations.

38. Risk Management

Your Company has a well-defined Risk Management System in place, as a part of its good Corporate Governance practices. All the risks are identified at various levels and suitable mitigation measures are thereafter adopted. These are subjected to a quarterly review by the Audit Committee as well as the Board. Accordingly, management of risk has always been an integral part of the Company’s ‘Strategy of Organisation’ and straddles its planning, execution and reporting processes and systems. Backed by strong internal control systems, the current Risk Management Framework consists of the following key elements:

• The Risk management policy of the Company clearly lays down the roles and responsibilities of the entity in relation to risk management covering a range of responsibilities, from the strategic to the operational. These role definitions, inter-alia, provides the foundation for your Company’s Risk Management Policy and Framework that is endorsed by the Board and is aimed at ensuring formulation of appropriate risk management procedures, their effective

implementation across your Company and independent monitoring and reporting by Internal Auditors.

• Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles.

• The Audit Committee of the Board Reviews Internal Audit findings and provides strategic guidance on internal controls. The Audit Committee closely monitors the internal control environment within your Company including implementation of the action plans emerging out of internal audit findings.

• The Company has appointed Internal Auditors and Secretarial Auditors to comply with the various provisions and compliances under applicable laws.

39. Particulars of Employees

The information required to be disclosed with respect to the remuneration of Directors and KMPs in the Board’s Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The names of top ten employees of the Company in terms of remuneration drawn for the financial year 2023-24, as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Both are appended as Annexure C of the Boards Report.

40. Corporate Governance

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. We have implemented best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions. Being listed on SME Exchange of BSE Ltd., as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions contained in the said Regulations are not applicable to your Company hence your Company is not required to give report on Corporate Governance. Even though the provisions of Corporate Governance are not applicable to the Company, the Company in words and spirit follows the most of the provisions of Corporate Governance.

41. Committee and Policy under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has constituted Internal Complaints Committee under and as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no instance of complaint or report under the said Act was registered in any of the units of the Company.

42. Corporate Social Responsibility

As per the Section 135, Corporate Social Responsibility is not applicable to our Company.

43. Industrial Relations

During the year under review, your Company enjoyed cordial relationship with contractor and employees at all levels.

44. Insolvency and Bankruptcy Code

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

45. Secretarial Standards:

The Company has complied with the applicable Secretarial Standards, as issued by the Institute of Company Secretaries of India and notified by the Central Government.

46. Additional Disclosures under Companies Act, 2013

a. The Company has not issued any bonus shares, sweat equity shares and shares with differential voting rights during the year under review.

b. The Company does not accept any deposit from its public.

c. No material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

d. There was no change in the nature of business during the year under review.

e. The provisions regarding receipt of remuneration or commission from holding or subsidiary of the Company are not applicable and hence, the disclosure under Section 197(14) is not required.

f. The Company has not received any complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

g. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

h. The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

47. Acknowledgements

The Board of Directors wish to place on record their appreciation for the support extended by the Company’s bankers, Bombay Stock Exchange Limited, Local Authorities, business associates, clients, consultants, auditors, shareholders and the employees of the Company for their continued co-operation and support to the Company and look forward to their continued support.

The Directors also thank the members for continuing their support and confidence in the Company and its management.

By Order of the Board of Directors For Kahan Packaging Limited

Sd/-

Prashant Jitendra Dholakia Managing Director (DIN 06428389)

Place: Mumbai Dated: 23^rd August, 2024