Directors Report of Kshitij Polyline Ltd.

Mar 31, 2025

Your Directors are hereby presenting the 17^th Directors Report of the Company together with the Audited Statement
of Accounts for the financial year ended March 31,2025.

1. FINANCIAL STATEMENTS & RESULTS:

a) Financial Results-

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

Particulars	Standalone
	2024-2025	2023-2024
Income	3,238.00	3,998.32
Less: Expenses	(4,185.34)	(4,049.45)
Profit / (Loss) before Tax	(947.34)	(51.13)
Less: Provision for Tax
Current Tax	-	-
Deferred Tax	17.23	5.10
Income Tax of earlier years w/off	Nil	Nil
Exceptional Income	Nil	Nil
Exceptional Expenditure	Nil	Nil
Profit After Tax	(930.11)	(56.23)
Total Income	(928.42)	(55.51)

APPROPRIATION:

Interim Dividend	Nil	Nil
Final Dividend	Nil	Nil
Tax on distribution of dividend	Nil	Nil
Transfer of General Reserve	Nil	Nil
Balance carried to Balance sheet	(928.42)	(55.51)

The Consolidated Financial Statements for the financial year ended March 31,2025 forms part of the Annual Report.
As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited
accounts of the Company on its website: https://www.kshitijpolvline.co.in/financial-information.html

b) STATE OF COMPANY AFFAIRS:

During the Financial Year ended March 31,2025, the Company’s total Revenue from operations is INR 3,238 Lakhs as
against 3,998.32 Lakhs in the corresponding previous Financial Year ended March 31,2024.

The Profit/(Loss) after tax for the Financial Year ended March 31, 2025, is INR (930.11) Lakhs as against INR (56.23)
Lakhs in the corresponding previous Financial Year ended March 31,2025.

c) NATURE OF BUSINESS AND ANY CHANGES THEREIN:

The Company continues to be engaged in the business of manufacturing, supplying, distributing, and exporting of
Lamination Equipment and Stationery Products, offering a diverse range of high-quality products designed to meet
the needs of various industries. Our product portfolio includes Binding Materials, Lamination Materials, OHP Sheets,
Neck Lanyards, Badge Clips, Card Holders, Plastic Files & Folders, Industrial Plastic Sheets, and more. We provide
products in various sizes and colors, catering to both standard and customized requirements.

Our offerings include Classic Ring Binders, Plastic Files, Spiral Binding Sheets, and Personalized Screen-Printed
Lanyards. We also specialize in Metal Clip Fittings, File Folder Accessories, and Industrial Plastic Sheets, including
Polypropylene and PET Sheets.

There has been no change in the nature of business of the Company during the year under review.

d) DIVIDEND:

With a view to conserve the available resources, your directors have thought it is prudent not to recommend any
dividend for the financial year.

e) TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve Account during the financial year under review.

f) UNPAID DIVIDEND & IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred
by the Company to the IEPF; established by the Government of India, after completion of seven years. Further,
according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven
consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, your Company did not have any funds lying unpaid or unclaimed for a period of seven years in an Unpaid
Dividend Account. Therefore, there were no funds or shares which were required to be transferred to the Investor
Education and Protection fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

g) CORPORATE ACTIONS

During the financial year, the Company completed a Right Issue of Equity Shares of 3,83,48,146 (Three Crore Eighty
Three Lakhs Forty Eight Thousand One Hundred Forty Six) equity shares of face value ^2/- each issued at a premium
of ^4.40 per share, aggregating to ^24,54,28,134/- (Rupees Twenty Four Crore Fifty Four Lakhs Twenty Eight Thousand
One Hundred Thirty Four Only). The issue was offered to all existing shareholders in the ratio of 4 (Four) new equity
share for every 5 (Five) equity shares held as on the record date.

The Board of Directors, after obtaining necessary approvals, allotted the said shares to the eligible shareholders.

The proceeds from the Right Issue have been utilized for the purposes for which the issue was raised, in accordance
with the terms of the offer.

h) REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The performance and financial position / salient features of the financial statement of each of the subsidiaries,
associates and joint venture companies for the year ended March 31,2025, and also the details of companies which
have become or ceased as subsidiary, associates and joint ventures, during the year under review, if applicable, is
given in Form AOC-1 and is attached and marked as ‘ANNEXURE I’ and forms part of this Report.

The detailed policy for determining material subsidiaries as approved by the Board is uploaded on the Company’s
website and can be accessed by the web-link: https://www.kshitijpolyline.co.in/policies-and-code-of-conduct.html

i) DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the
Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under
review. Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the
details of deposits which are not in compliance with Chapter V of the Act is not applicable.

j) LOAN FROM DIRECTORS OR DIRECTOR’S RELATIVE:

During the financial year 2024-2025, the Company has not borrowed any amount from the Directors or their
relatives.

k) CORPORATE SOCIAL RESPONSIBILITY (CSR’):

During the financial year 2024-2025, the provisions of Section 135 of the Companies Act, 2013 were not applicable to
the Company i.e., the Company was not liable to / obligated to spent the amount towards CSR for the period under
review and hence disclosures related to the same are not applicable.

l) PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All the related party transactions/contracts/arrangements that were entered into by the Company during the
year under review were on an arm’s length basis and were in compliance with the applicable provisions of the
Act and were in the ordinary course of business.

The details of transactions which were material are furnished in Form AOC-2 and are attached as Annexure II
and forms part of this report.

There are no materially significant related party transactions entered into by the Company with its Promoters,
Directors, KMP’s, or Senior Management Personnel that may have a potential conflict with the interest of the

Company at large.

All related party transactions as required under AS-18 are reported in the notes to the financial statement of the
Company.

All related party transactions were placed before the Audit Committee for its approval and noting on a quarterly
basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of
a repetitive nature.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring
of such transactions and the policy on Related Party Transactions as approved by the Board is uploaded on the
website of the Company and the web link: https://www.kshitijpolvline.co.in/policies.html

m) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along with
Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign
exchange earnings and outgo etc. are as mentioned below:

(A) Conservation of energy:

Steps taken or impact on conservation of energy.	The operations of the Company do not involve high energy consumption. However, the Company has for many years been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.
Steps taken by the company for	None
utilizing alternate sources of energy.
Capital investment in energy	Nil
conservation equipment

(B) Technology absorption:

Efforts made towards technology absorption	None
Benefits derived like product improvement, cost reduction, product development or import substitution
In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
Details of technology imported	None
Year of import	Not Applicable
Whether the technology has been fully	Not Applicable

absorbed
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

(C) Foreign exchange earnings and Outgo-

Further, the details pertaining to Foreign Exchange Earnings and Outgo are tabled below:

Particulars	April 01, 2024, to	April 01, 2023, to
	March 31,2025	March 31,2024
	[Current F.Y.]	[Previous F.Y.]
	Amount in Rs.	Amount in Rs.
Actual Foreign Exchange earnings	NIL	NIL
Actual Foreign Exchange outgo	NIL	NIL

n) ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the copy of Annual
Return of the company as on March 31, 2025 is placed on the website of the company at the following web address:
https://www.kshitijpolyline.co.in/financial-information.html

o) PARTICULARS OF LOANS GRANTED, GUARANTEES GIVEN, OR INVESTMENTS MADE, OR SECURITY PROVIDED
UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of Loans granted, Guarantees given, and Investments made during the year under review, covered under the
provisions of Section 186 of the Act, are given in notes to the financial statements in the Annual Report.

p) DISCLOSURE UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013:

There are no material changes or commitments affecting the financial position of the Company, subsequent to the
close of the Financial Year 2024-2025 till the date of this Report.

q) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has its internal financial control systems commensurate with the size and complexity of its operations,
to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various
regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention
and detection of frauds and errors, accuracy and completeness of the accounting records including timely
preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems
and procedure to ensure that all the assets are protected against loss and that the financial and operational
information is accurate and complete in all respects. Significant audit observations and corrective actions thereon
are presented to the Audit Committee of the Company.

2. SHARE CAPITAL:

a) Authorized Share Capital:

As on March 31, 2025, the authorized share capital of the Company was INR. 20,00,00,000/- divided into
10,00,00,000 equity shares of INR. 2 each.

b) Issued, subscribed and paid-up share capital:

The issued, subscribed, and paid-up share capital of the Company is INR. 17,80,00,952 (Rupees Seventeen Crore
Eighty Lakhs Nine Hundred and Fifty-Two Only) as of March 31, 2025, comprising of 8,90,00,476 (Eight Crore Ninety
Lakhs Four Hundred and Seventy-Six Only) Equity Shares of Rs. 2 each fully paid-up.

3. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD-1 AND SECRETARIALSTANDARD- 2:

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

4. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Board of Directors-

The Board of Directors of Kshitij Polyline Limited is a balanced one with an optimum mix of Executive and Non¬
Executive Directors. They show active participation at the board and committee meetings, which enhances
transparency and adds value to their decision making. The Board of the Company is headed by an Executive
Chairperson. The Chairperson takes the strategic decisions, frames the policy guidelines, and extends wholehearted
support to Executive Directors, business heads and associates.

Below are the changes in the composition of the Board during F.Y. 2024-2025 and up to the publication of this Annual
Report:

i) Appointment:

• Mr. Rajesh Pherwani was appointed as a Non-Executive Independent Director w.e.f. May 6, 2025

ii) Details of the Directors who resigned during the year:

• Mrs. Manisha Choradia, the Non - Executive Director of the Company, resigned w.e.f. January 6,
2025.

Further, the composition of the Board of Directors is in due compliance with the Companies Act, 2013 (the ‘Act’) and
SEBI Listing Regulations.

As of March 31,2025, the Board of the Company comprises 6 Directors out of which 1 is Executive Director, 1 is Non¬
Executive Director, 1 is Whole Time Director and 3are Independent Directors.

None of the directors of the company are disqualified under the provisions of the Act.

iii) Retirement by rotation-

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure
received from him pursuant to Section 164 (1) and (2) of the Companies Act, 2013.

iv) Key Managerial Personnel-

a) During the year under review, the changes in the Key Managerial Personnel (KMPs) are as follows:

Name	Designation	Date of Change
Mrs. Sarita Dharamdas Khamwani	Company Secretary and Compliance Officer	Appointed w.e.f May 30, 2025 and resigned on 1st August 2025
Nikita Dhaval Mehta	Company Secretary and Compliance Officer	appointed w.e.f. June 18, 2024, and Resigned w.e.f. 29 May 2025 and re-appointed on 7th August 2025.

As on the date of publishing this Annual Report, the Company had below mentioned Key Managerial Personnel
(‘KMP’):

Mahendra Kumar Jain	Chief Financial Officer
Vineeta Jain	Whole Time Director
Sarita Dharamdas Khamwani	Company Secretary and Compliance Officer

b) Declaration by Independent Directors-

The Company has duly complied with the definition of ‘Independence’ according to the provisions of Section 149(6)
of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1)
(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Directors have submitted a declaration that he/she meets the criteria of independence and
submits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors have also confirmed that they have complied with the Company’s code of conduct for
Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could
impair their ability to discharge their duties in an independent manner.

c) Evaluation by Independent Director

In a separate meeting of Independent Directors held on May 30, 2025, performance of non-independent directors,
performance of the Board as a whole and performance of the Chairperson was evaluated, considering the views of
executive director.

d) Disqualification of Directors:

During the financial year 2024-2025 under review, the Company has received Form DIR-8 from all Directors as
required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and
Qualification of Directors) Rules, 2014.

Further, the Company has also taken a certificate of non-disqualification of directors pursuant to Regulation 34(3)
and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015) which is enclosed with the annual report.

e) Remuneration / Commission drawn from Holding / Subsidiary Company-

None of the Directors have drawn any remuneration or commission from subsidiary companies of Kshitij Polyline
Limited.

5. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a) Board Meetings:

Details of the meetings of the Board of Directors held during the year under review and the Attendance of Directors
thereof forms part of the Corporate Governance Report forming part of the annual report.

Gap between two Board meetings during the year under review did not exceed one hundred and twenty days. A
requisite quorum was present for all the meetings.

The attendance of the Board members at the Board meetings held during the year forms part of the corporate
governance report forming part of the annual report.

b) Audit Committee:

The Audit Committee of Board of Directors is constituted pursuant to the provisions of Section 177 of the Companies
Act, 2013 and Regulation 18 of Securities Exchange and Board of India (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The composition of the Audit Committee as on the year ended March 31, 2025,
forms part of the Corporate Governance Report forming part of the Annual Report.

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess
sound knowledge of finance, accounting practices and internal controls.

The Company Secretary of the Company acts as a secretary to the Committee.

The details of the meetings of the Audit Committee held during the year under review and the attendance of the
members thereof forms part of the Corporate Governance Report forming part of the annual report.

During the financial year under review, the Board of Directors of the Company accepted all the recommendations of
the Audit Committee.

c) Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Board of Directors is constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013 and Regulation 19 of Securities Exchange and Board of India (Listing
Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Nomination and Remuneration
Committee as on the year ended March 31,2025, forms part of the Corporate Governance Report forming part of the
annual report.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013,
formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a
Director, and policy relating to selection and remuneration for Directors, Key Managerial Personnel and Senior
Management Employees.

Minimum Qualification, Positive Attributes, Independence, and Experience are the major criteria defined in the policy
framed for appointment of and payment of remuneration to the Directors of the Company.

The Nomination and Remuneration Policy of the Company pursuant to provisions of Section 178 (3) and (4) of the
Companies Act, 2013 is published on the website of the Company at https://www.kshitijpolvline.co.in/policies-and-
code-of-conduct.html.

The details of the meetings of the Nomination & Remuneration Committee held during the year under review and
attendance of each member thereof forms part of the Corporate Governance Report forming a part of the annual
report.

d) Stakeholder Relationship Committee:

The Stakeholder & Relationship Committee of the Board of Directors was constituted pursuant to the provisions of
Section 178(5) of the Companies Act, 2013 and Regulation 20 of Securities Exchange and Board of India (Listing
Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Stakeholder Relationship
Committee as on the year ended March 31,2025, forms part of the Corporate Governance Report forming part of the
annual report.

The Company Secretary of the Company acts as the Secretary of the Stakeholders'' Relationship Committee.

The details of the meetings of the Stakeholders'' Relationship Committee held during the year under review and
attendance of each member thereof forms part of the Corporate Governance Report forming part of the annual
report.

e) Meeting of Independent Directors

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Independent Directors held their separate meeting on May 30,
2025, without the attendance of non-independent directors and members of management, inter alia, to discuss the
following:

• Review the performance of non-independent directors and the Board as a whole.

• To consider and review the performance of the Chairperson of the Company, taking into account the views of
Executive Directors and Non-Executive Directors

• To assess the quality, quantity and timeliness of flow of information between the Company management and the
Board.

• To ensure compliance of Schedule IV of the Companies Act, 2013 on “Code for Independent Directors

• .

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.

f) Vigil Mechanism for the Directors and Employees:

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013
read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy”
for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to
employees and Directors from any victimization on the raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concerns/grievances to the Chairman of the
Board of Directors and it also It provides direct access to the employees of the Company to approach the
Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine
whistle-blowers are accorded with complete protection from any kind of unfair treatment or victimization.

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business
operations.

The said policy is also available on the website of the Company at
https://www.kshitijpolyline.co.in/policies-and-code-of-conduct.html

g) Annual Evaluation of Directors, Committee and Board as a whole:

Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(5) (iiia) of Companies
(Accounts) Rules, 2014, the Board has carried out the formal annual performance evaluation of its own performance,
the Directors individually as well as the evaluation of the working of its various Committees and the working of the
Board as whole. The evaluation exercise was carried out on various aspects of the Boards functioning such as
composition of the Board & committees, experience & competencies, performance of the duties and obligations,
governance issues, etc.

The manner in which the evaluation has been carried out has been explained below:

• Performance Evaluation criteria: Separate exercise was carried out to evaluate the performance of individual
Directors including the Chairman by the Nomination and Remuneration committee as per the structured
mechanism who were evaluated on following parameters / criteria:

• Participation and contribution by a director,

• Commitment (including guidance provided to senior management outside of Board / Committee meetings),

• Effective deployment of knowledge and expertise,

• Effective management of relationship with stakeholders,

• Integrity and maintenance of confidentiality,

• Independence of behavior and judgment,

• Observance of Code of Conduct, and

• Impact and influence

In the opinion of the Board, Independent Directors of the Company possess the necessary expertise, integrity,
experience, and proficiency in their respective fields. Further, all Independent Directors have confirmed that they
have registered with the data bank of Independent Directors maintained by; and are either exempt or have completed
the online proficiency self -assessment test conducted by; the Indian Institute of Corporate Affairs the in accordance
with the provisions of Section 150 of the Act.

6. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:
a) Statutory auditor & audit report for the year ended March 31,2025-

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules,
2014, shareholders at their Annual General Meeting held on September 26, 2024, had approved the appointment of
M/s. VRCA & Associates (Firm Registration No.: 104727W), Chartered Accountants as the Statutory Auditors of the
Company for the term of 5 (Five) financial years from F.Y. 2023-24 till the conclusion of the Annual General Meeting of
the Company to be held for the year 2028-29.

The Auditor’s Report does not contain any qualification, reservation, adverse remark, or disclaimer requiring
explanation.

b) Observations of Statutory auditors on accounts for the year ended March 31,2025:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year
ended March 31,2025, read with the explanatory notes therein are self-explanatory and therefore, do not call for any
further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c) Secretarial audit report for the year ended March 31,2025:

Provisions of Section 204 and Section 134(3) of the Companies Act, 2013 read with Regulation 24A of SEBI (LODR)
Regulation, 2015, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board has
appointed M/s. Ronak Jhuthawat and Co., Practicing Company Secretaries, to conduct the Secretarial Audit of the
Company for five years starting from FY 2025-2026.

The secretarial audit report issued by M/s. Ronak Jhuthawat and Co., Practicing Company Secretaries, in Form MR-3
for the financial year 2024-25, forms part of the Directors Report as “ANNEXUREIII".

The Management Responses to the observations of the Secretarial Auditor are as follows:

Sr No.	Observations	Management Response
1	The outcome of the Board Meeting held on May 29, 2024, which concluded at 01:20 A.M. on May 30, 2024, was submitted to the stock exchange at 02:01 A.M. This amounts to a delay of approximately 12 minutes, thereby constituting a technical non-compliance with Regulation 30(6) of SEBI (LODR) Regulations, 2015.	It was an inadvertent delay, and the Company will ensure to file the same within prescribed due dates going forward.
2.	The Company has a Structured Digital Database in place. However, instances/events of Unpublished Price Sensitive Information (UPSI) disseminated in the reporting period have not been captured in the Structured Digital Database.	The Board has taken note of the same and steps are being initiated to strengthen the system to ensure full compliance going forward.

3.	The Company intimated the stock exchange on June 11, 2024, at 3:50 PM regarding the fixation of June 18, 2024, as the record date for its rights issue, thereby providing only 5 clear working days'' notice instead of the minimum 7 clear working days as mandated under Regulation 42(2) of SEBI (LODR) Regulations, 2015. This constitutes a non-compliance with the said regulation.	This constituted an inadvertent non-compliance with the aforesaid regulation. The Company has taken note of the same and has put in place necessary internal checks and processes to ensure that such non-compliance does not recur in the future.
4.	The Company held a Board Meeting on June 13, 2024, to consider and approve the ratio, price, and schedule of the proposed Rights Issue. However, no prior intimation of the said meeting was given to the stock exchange(s), thereby resulting in non-compliance with Regulation 29(1)(d) of SEBI (LODR) Regulations, 2015, which requires at least two clear working days'' prior intimation for Board meetings considering capital structure proposals, including Rights Issues.	This constituted an inadvertent non-compliance with the aforesaid regulation. The Company has taken note of the same and has put in place necessary internal checks and processes to ensure that such non-compliance does not recur in the future.
5.	The Board of Directors, at its meeting held on June 18, 2024, approved the Rights Issue and issuance of the Letter of Offer. However, the related newspaper publication, as required under Regulations 30 and 47 of the SEBI (LODR) Regulations, 2015, was submitted to the stock exchange on June 22, 2024, resulting in a delay of four days. Since the Letter of Offer is a material event, its newspaper publication falls within the ambit of disclosure under Regulation 30 read with Schedule III, and timely publication under Regulation 47.	It was an inadvertent delay, and the Company will ensure to file the same within prescribed due dates going forward.
6.	There has been a deviation in the utilization of funds raised through the rights issue during the reporting period, indicating that the company has not complied with the terms and conditions stated in the prospectus. Furthermore, the company has failed to adhere to the requirements prescribed under Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Board has taken note of the same and necessary steps are being taken to ensure compliance and proper monitoring in future.

d) Internal Auditor:

M/s. Valawat & Associates, Chartered Accountants, were appointed as the Internal Auditor of the Company for the
financial year 2024-2025 based on the recommendation of the Audit Committee of the Company.

e) Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the
Ministry of Corporate Affairs from time to time, the Company is not required to appoint a Cost Auditor.

f) Maintenance of cost records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said
Rules.

g) Reporting of frauds by statutory auditors under section 143(12)-

There were no incidents of fraud reporting by Statutory Auditors of the Company under Section 143(12) of the Act
read with Companies (Accounts) Rules, 2014.

7. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as
under:

a) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL-

No orders have been passed by any Regulator or Court or Tribunal which could have impact on the going concern status
and the Company’s operations in future.

b) RISK MANAGEMENT POLICY:

The Company has a risk management framework in place for identification and management of risks including
identifying, assessing, monitoring, and mitigating various key business risks. Major risks identified by the businesses
and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at
the meetings of the Audit Committee and the Board of Directors of the Company.

c) DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company
for the year ended March 31, 2025, the Board of Directors hereby confirms that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures,

b. such accounting policies have been selected and applied consistently and the Directors 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 March 31,2025, and of the profit/loss of the Company for that year,

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities,

d. the annual accounts of the Company have been prepared on a going concern basis,

e. They have laid down Internal financial controls for ensuring the orderly and efficient conduct of its business,
including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information and,

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively,

d) DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act,
2013, the Company has established an Internal Complaints Committee as per the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed
to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and
exploitation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that
such behavior is prohibited both by law and the Company.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2024-2025.

No. of Complaints Received	NIL
No. of Complaints Disposed off	NIL
No. of cases pending for more than 90 days	NIL

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the
District Officer, Mumbai pursuant to section 21 of the aforesaid Act and Rules framed thereunder.

e) DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013-

The Company has not issued any shares with differential rights and hence no information as per provisions of
Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.

f) DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013-

The Company has not issued any sweat equity shares during the year under review and hence no information as per
provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

g) DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013-

As per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 and other applicable Regulations, no equity shares were issued under the Employees Stock Option
Scheme during the financial year.

h) DISCLOSURE UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014

The company is in compliance with the provisions relating to the Maternity Benefits Act, 1961.

i) DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013-

During the year under review, there were no instances of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014 is furnished.

j) DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016-

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the
company itself under the IBC before the NCLT.

k) DISCLOSURE OF REASON FOR THE DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN
FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT-

There were no instances of one-time settlement with any Bank or Financial Institution.

l) DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE
5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014-

The particulars of remuneration to directors and employees and other related information required to be disclosed
under Section 197 (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014the Companies Act, 2013 and the Rules made thereunder are given in Annexure IV to this
Report.

As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees are provided in the prescribed format and appended as
Annexure IV to this report.

Further the Company has no employee who is in receipt of remuneration either:

1. INR. 8,50,000/- per month or INR 1,02,00,000/- per annum or

2. Who receives in aggregate, in excess of that drawn by the Managing Director or Whole Time Director of the
Company and holds by himself/herself along with his spouse and dependent children not less than 2% of the
equity shares of the Company.

m) MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is furnished as Annexure V.

n) CORPORATE GOVERNANCE-

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound
corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices
in corporate governance. The Board considers itself a trustee of its shareholders and acknowledges its
responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with
these principles, the company has created a corporate structure based on business needs and maintains a great
degree of transparency through regular disclosures with a focus on adequate control systems.

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the
Corporate Governance Report for the Financial Year 2024-2025 is presented as Annexure VI to this Report.

o) SEBI COMPLAINTS REDRESSAL SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redressal system. The salient features
of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the
concerned companies, and online viewing by investors of actions taken on the complaint and its status. Your
Company is registered on SCORES and makes every effort to resolve all investor complaints received through
SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The Company has not received any complaint on the SCORES during the financial year 2024-2025.

p) CRITERIA FOR MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS:

Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to
non-executive directors.

The policy is available on the website at https://www.kshitijpolvline.co.in/policies-and-code-of-conduct.html

q) INSIDER TRADING:

The Board, in consultation with the Stakeholder’s Relationship Committee, has laid down the policy to regulate and
monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to
prevent Insider Trading.

The Company has also adopted a Prohibition of Insider Trading Policy. The policy is available on the website at
https://www.kshitijpolyline.co.in/policies-and-code-of-conduct.html

r) MEANS OF COMMUNICATION:

The Board believes that effective communication of information is an essential component of Corporate Governance.
The Company regularly interacts with its shareholders through multiple channels of communication such as the
Company’s Website and stipulated communications to the Stock Exchange where the Company’s shares are listed
for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Company’s Policies
etc.

s) HUMAN RESOURCES:

Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously
invests in attraction, retention, and development of talent on an ongoing basis. A number of programs that focus on
people’s attention are currently underway. Your Company’s thrust is on the promotion of talent internally through job
rotation and job enlargement.

As on March 31,2025, there were a total of 84 employees. The Company has all the required policies under the Indian
laws for the time being in force and as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 to
protect and safeguard the interest of the employees.

t) WEBSITE:

The Company has a website addressed as https://www.kshitijpolyline.co.in/index.html. Website contains the basic
information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact
Information of the Designated Official of the Company who is responsible for assisting and handling investors
grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing
Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

u) DISCLOSURE PURSUANT TO SECTION 67(3) OF COMPANIES ACT, 2013:

Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the
scheme relates is not applicable to the Company during the financial year 2024-2025 pursuant to Section 67(3) of the
Companies Act, 2013 and rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014.

v) DISCLOSURE PURSUANT TO SCHEDULE V PART II SECTION II OF COMPANIES ACT, 2013:

The disclosure pursuant to Schedule V Part II Section II of Companies Act, 2013 forms part of the Corporate
Governance report.

w) INDIAN ACCOUNTING STANDARDS- IFRS CONVERGE STANDARDS:

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under Section 133 of the
Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said
notification your Company has prepared the financial statements to comply in all material respects in accordance
with the applicability of Indian Accounting Standards.

x) LISTING ON STOCK EXCHANGE:

The Equity shares of the Company are listed on the Main Board of National Stock Exchange of India Limited.

y) DEPOSITORY SYSTEM:

Your Company’s equity shares are in Demat form. The Company has appointed National Securities Depository
Limited (NSDL) as the designated depository to the Company.

z) AWARDS AND ACHIEVEMENTS:

The Company has not received any awards during the F.Y. 2024-2025.

aa) ANNUAL LISTING FEES TO THE STOCK EXCHANGES:

Kshitij Polyline Limited have listed its equity shares on the Main Board of National Stock Exchange of India Limited.
The listing fees have been duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for
F.Y. 2024-2025 and F.Y. 2025-26.

8. ACKNOWLEDGEMENTS AND APPRECIATION-

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business
partners/associates, financial institutions and Central and State Governments for their consistent support and
encouragement to the Company.

For and on behalf of the Board
Kshitij Polyline Limited

Mr. Mahendra Kumar Jain Mrs. Vineeta Jain

Executive Director & CFO Whole-time Director

DIN:09765526 DIN:10481057

Address: Office no. 33, Dimple Arcade Basement, Address: Office no. 33, Dimple Arcade

Near Asha Nagar, off W E Highway, Kandivali East, Basement, Near Asha Nagar, off W E Highway,

Mumbai - 400101. Kandivali East, Mumbai - 400101.

Date: September 04, 2025 Date: September 04, 2025

Place: Mumbai Place: Mumbai

---

Mar 31, 2024

Your Directors are hereby presenting the 16^th Directors Report of the Company together with the Audited Statement of Accounts for the financial year ended March 31,2024.

1. FINANCIAL STATEMENTS & RESULTS:

a) Financial Results-

The Company''s standalone financial performance during the year ended March 31, 2024, as compared to the previous financial year, is summarized as below:

(Amount in Lakhs)

Particulars	Standalone
	2023-2024	2022-2023
Income	3,998.32	3408.20
Less: Expenses	(4,049.46)	3347.99
Profit / (Loss) before Tax	(51.14)	60.21
Less: Provision for Tax	(5.10)	-
Current Tax	-	17.93
Deferred Tax	(5.10)	5.78
Income Tax of earlier years w/off	Nil	-
Exceptional Income	Nil	Nil
Exceptional Expenditure	Nil	Nil
Profit After Tax	(56.23)	36.50
Total Comprehensive Income	(55.51)	38.53

APPROPRIATION:

Interim Dividend	Nil	Nil
Final Dividend	Nil	Nil
Tax on distribution of dividend	Nil	Nil
Transfer of General Reserve	Nil	Nil
Balance carried to Balance sheet	(55.51)	38.53

The Consolidated Financial Statements for the financial year ended March 31, 2024, forms part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited accounts of the Company on its website: https://kshitijpolvline.co.in/investors/.

b) STATE OF COMPANY AFFAIRS:

During the Financial Year ended March 31, 2024, the Company’s total Revenue from operations is INR 3,421.98 Lakhs as against INR 3,397.53 Lakhs in the corresponding previous Financial Year ended March 31,2023.

The Profit/(Loss) after tax for the Financial Year ended March 31,2024, is INR (56.23) Lakhs as against Profit of INR 36.50 Lakhs in the corresponding previous Financial Year ended March 31, 2023.

c) NATURE OF BUSINESS AND ANY CHANGES THEREIN:

The Company continues to be engaged in the business of manufacturing, suppling, distributing, and exporting of Lamination Equipment and Stationery Products, offering a diverse range of high-quality products designed to meet the needs of various industries. Our product portfolio includes Binding Materials, Lamination Materials, OHP Sheets, Neck Lanyards, Badge Clips, Card Holders, Plastic Files & Folders, Industrial Plastic Sheets, and more. We provide products in various sizes and colors, catering to both standard and customized requirements.

Our offerings include Classik Ring Binders, Plastic Files, Spiral Binding Sheets, and Personalized Screen-Printed Lanyards. We also specialize in Metal Clip Fittings, File Folder Accessories, and Industrial Plastic Sheets, including Polypropylene and PET Sheets.

There has been no change in the nature of business of the Company during the year under review.

d) DIVIDEND:

With a view to conserve the available resources, your directors have thought it is prudent not to recommend any dividend for the financial year.

e) TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve Account during the financial year under review.

f) UNPAID DIVIDEND & IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, your Company did not have any funds lying unpaid or unclaimed for a period of seven years in an Unpaid Dividend Account. Therefore, there were no funds or shares which were required to be transferred to Investor Education and Protection fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

g) REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES:

The performance and financial position / salient features of the financial statement of each of the subsidiaries, associates and joint venture companies for the year ended March 31, 2024, and also the details of companies which have become or ceased as subsidiary, associates and joint ventures, during the year under review, if applicable, is given in Form AOC-1 and is attached and marked as ‘ANNEXURE I’ and forms part of this Report.

The detailed policy for determining material subsidiaries as approved by the Board is uploaded on the Company’s website and can be accessed at the Web-link: https://kshitNpolyline.co.in/investors/

h) DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions ofSection 73

of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit)Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relatingto deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

i) LOAN FROM DIRECTORS OR DIRECTOR’S RELATIVE:

During the financial year 2023-2024, the Company has borrowed an unsecured loan from Mr. Bharat Gala, the Managing Director and CEO of the Company. The details of which are as mentioned below:

Opening Balance: Nil

Loan taken during the year: INR. 11528735 Loan repaid during the year: INR. 11528735 Loan outstanding at the end of the year: Nil

The respective director has given a declaration in writing to the Company to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

j) CORPORATE SOCIAL RESPONSIBILITY (‘CSR’):

During the financial year 2023-2024, the provisions of Section 135 of the Companies Act, 2013 were not applicable to the Company i.e., the Company was not liable to / obligated to spent the amount towards CSR for the period under review and hence disclosures related to the same are not applicable.

k) PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arm’s length basis and were in compliance with the applicable provisions of the Act and were in the ordinary course of business.

The details of the same which were material are furnished in Form AOC-2 and are attached as Annexure II and forms part of this report.

There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMP’s, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large.

All related party transactions as required under AS-18 are reported in the notes to the financial statement of the Company.

All related party transactions were placed before the Audit Committee for its approval and noting on a quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions and the policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link: https://kshitijpolvline.co.in/investors/.

l) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read

along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

(A) Conservation of energy:

Steps taken or impact on conservation of energy.	The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.
Steps taken by the company for utilizing alternate sources of energy.	None
Capital investment on energy conservation Equipment’s	Nil

(B) Technology absorption:

Efforts made towards technology absorption	None
Benefits derived like product improvement, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
Details of technology imported	None
Year of import	Not Applicable
Whether the technology has been fully absorbed	Not Applicable
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

Further, the details pertaining to Foreign Exchange Earnings and Outgo are tabled below:

Particulars	April 01, 2023, to March	April 01, 2022, to March
	31,2024	31,2023
	[Current F.Y.]	[Previous F.Y.]
	Amount in Rs.	Amount in Rs.

Actual Foreign Exchange earnings		42,32,000
Actual Foreign Exchange outgo		2,27,02,000

m) ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the copy of Annual Return of the company as on March 31, 2024 is placed on the website of the company at the following web address: https://kshitijpolyline.co.in/investors/.

n) PARTICULARS OF LOANS GRANTED, GUARANTEES GIVEN, OR INVESTMENTS MADE, OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of Loans granted, Guarantees given, and Investments made during the year under review, covered under the provisions of Section 186 of the Act, are given in notes to the financial statements in the Annual Report.

o) DISCLOSURE UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013:

There are no material changes or commitments affecting the financial position of the Company, subsequent to the close of the Financial Year 2023-2024 till the date of this Report.

p) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.

2. SHARE CAPITAL:

a) Authorized Share Capital:

As on March 31, 2024; the authorized share capital of the Company was INR. 20,00,00,000/- divided into 10,00,00,000 equity shares of INR. 02 each.

b) Issued, subscribed and paid-up share capital:

The issued, subscribed and paid-up share capital of the Company is INR 10,13,04,660 as of March 31, 2024, comprising of 5,06,52,330 Equity Shares of Rs. 2 each fully paid-up.

3. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD-1 AND SECRETARIAL STANDARD- 2:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of

India with respect to Meetings of the Board of Directors and General Meetings.

4. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Board of Directors-

The Board of Directors of Kshitij Polyline Limited is a balanced one with an optimum mix of Executive and Non-Executive Directors. They show active participation at the board and committee meetings, which enhances transparency and adds value to their decision making. The Board of the Company is headed by an Executive Chairman. Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

Below mentioned are the changes occurred in the composition of the Board during F.Y. 2023-2024

i) Appointment:

There were 4 appointments of Directors or KMPs during the Financial Year under review:

• The Company appointed Mr. Mayur Jitendra Thakkar as an Additional Independent Director of the Company w.e.f. June 01,2023, and was regularized on August 28, 2023.

• The Company appointed Mr. Ruhini Kumar Chakraborty as an Additional Independent Director of the Company w.e.f. June 01,2023, and was regularized on August 28, 2023.

• Mr. Bharat Hemraj Gala was re-appointed as the Managing Director of the Company for a period of 3 years commencing from September 27, 2023, till September 26, 2026, by the Company in the AGM held on September 27, 2023.

• The shareholders of the Company appointed Ms. Vineeta Jain as the Additional Director of the Company w.e.f. January 31,2024, and was regularized on April 29, 2024.

• The Company regularized the appointment of Mr. Mahendra Kumar Jain, as the Executive Director of the Company from October 14, 2022, till October 13, 2027.

• The Company regularized the appointment of Mr. Rajul Vasaria, as the Independent Director of the Company for a period of 5 years commencing from January 05, 2023, till January 04, 2028.

Apart from the above appointment, there was no other change in Directors and KMP during the year

under review.

ii) Details of the Directors resigned during the year:

There were 7 resignations of Directors or KMPs during the Financial Year under review:

• Mr. Lal Singh Bhagrot, the Executive Director of the Company, resigned w.e.f. June 23, 2023.

• Mr. Bharat Hemraj Gala, the Managing Director of the Company resigned w.e.f. October 19, 2023.

• Mrs. Rajul Visaria Dhimant, the Independent Director of the Company, resigned w.e.f. December 19, 2023.

Further, the composition of the Board of Directors is in due compliance of the Companies Act, 2013 (the ‘Act’) and SEBI Listing Regulations.

As of March 31, 2024, the Board of the Company comprises of 6 Directors out of which 1 is Whole-time Director, 1 is Executive Director, 1 is Non-Executive Director Non-Independent Director, and 3 are Independent Directors which are provided below:

Sr. no.	Name of the Director(s)	Designation	DIN
1	Mahendra Kumar Jain	Chairman and Executive Director	09765526
2	Vineeta Jain	Whole-Time Director	10481057
3	Manisha Chordia	Non-Executive Director	06530154
4	Mayur Jitendra Thakkar	Independent Director	08156395
5	Ruhini Kumar Chakraborty	Independent Director	08124270
6	Rushiraj Zaverbhai Patel	Independent Director	08017580

It is to be noted that none of the directors of the company are disqualified under the provisions of the Act.

iii) Retirement by rotation-

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Manisha Chordia, Non-executive Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164 (1) and (2) of the Companies Act, 2013.

iv) Key Managerial Personnel-

During the year under review, the changes in the Key Managerial Personnel (KMPs) are as follows:

Name	Designation	Date of Change
Mahendra Kumar Jain	Chief Financial Officer	Appointed w.e.f. January 31,2024
Bharat Hemraj Gala	Chief Executive Officer	Appointed w.e.f. July 11,2023
Bharat Hemraj Gala	Chief Executive Officer	Resigned w.e.f. October 19, 2023
Mr. Rahul Ramesh Shah	Chief Financial Officer	Appointed w.e.f July 11, 2023, and resigned w.e.f November 22, 2023
Mr. Rajat Manjrekar	Company Secretary and Compliance Officer	Resigned w.e.f. April 25, 2023
Ms. Devyani Maheshwari	Company Secretary and Compliance Officer	Appointed w.e.f July 11, 2023, and resigned w.e.f April 16, 2024
Manisha Ravindra Dedhia	Chief Financial Officer	Resigned w.e.f. July 01,2023
Mr. Rahul Devshi Shah	Chief Executive Officer	Resigned w.e.f. July 05, 2023

As on March 31,2024, the Company had below mentioned Key Managerial Personnel (‘KMP’):

- Mahendra Kumar Jain - Chief Financial Officer

- Vineeta Jain - Whole Time Director

- Devyani Maheshwari - Company Secretary and Compliance Officer

b) Declaration by Independent Directors-

The Company has duly complied with the definition of ‘Independence’ according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Directors have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors have also confirmed that they have complied with the Company’s code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

c) Evaluation by Independent Director

In a separate meeting of Independent Directors held on March 08, 2024, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering the views of executive director.

d) Disqualification of Directors:

During the financial year 2023-2024 under review, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.

Further the Company has also taken a certificate of non-disqualification of directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) which is enclosed with the annual report.

e) Remuneration / Commission drawn from Holding / Subsidiary Company-

None of the Directors have drawn any remuneration or commission from its subsidiary company.

5. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a) Board Meetings:

Details of the meetings of the Board of Directors held during the year under review forms part of the Corporate Governance Report forming part of the annual report.

Gap between two Board meetings during the year under review did not exceed one hundred and twenty days. A requisite quorum was present for all the meetings.

The attendance of the Board members at the Board meetings held during the year forms part of the corporate governance report forming part of the annual report.

b) Audit Committee:

The Audit Committee of Board of Directors is constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. Due to reconstruction of the Board during the year, the composition was changed and the composition of the audit committee as on the year ended March 31, 2024, forms part of the Corporate Governance Report forming part of the annual report.

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Company Secretary of the Company acts as a secretary to the Committee.

The details of the meetings of the Audit Committee held during the year under review forms part of the Corporate Governance Report forming part of the annual report.

The attendance of the members at the Audit committee meetings held during the year forms part of the corporate governance report forming part of the annual report.

During the financial year under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

c) Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Board of Directors is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. Due to reconstruction of the Board during the year, the composition was changed and the composition of the Nomination and Remuneration Committee as on the year ended March 31,2024, forms part of the Corporate Governance Report forming part of the annual report.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director, and policy relating to selection and remuneration for Directors, Key Managerial Personnel and Senior Management Employees.

Major criteria/gist defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

Minimum Qualification Positive Attributes Independence Experience

The Nomination and Remuneration Policy of the Company pursuant to provisions of Section 178 (3) and (4) of the Companies Act, 2013 is published on the website of the Company at https://kshitijpolyline.co.in/investors/.

The details of the meetings of the Nomination & Remuneration Committee held during the year under review and attendance of each member therein forms part of the Corporate Governance Report forming part of the annual report.

d) Stakeholder Relationship Committee:

The Stakeholder & Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. Due to reconstruction of the Board during the year, the composition was changed and the composition of the Stakeholder Relationship Committee as on the year ended March 31,2024, forms part of the Corporate Governance Report forming part of the annual report.

The Company Secretary of the Company acts as the Secretary of the Stakeholders'' Relationship Committee.

The details of the meetings of the Stakeholders'' Relationship Committee held during the year under review and attendance of each member therein forms part of the Corporate Governance Report forming part of the annual report.

e) Meeting of Independent Directors

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors held their separate meeting on February 02, 2024, without the attendance of non-independent directors and members of management, inter alia, to discuss the following:

• Review the performance of non-independent directors and the Board as a whole.

• Review the performance of the Chairperson of the Company, considering the views of executive directors and non-executive directors; and assess the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.

f) Vigil Mechanism for the Directors and Employees:

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on the raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concerns/grievances to the Chairman of the Board of Directors and it also It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine whistle-blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations.

The said policy is also available on the website of the Company https://kshitiipolvline.co.in/investors/.

g) Annual Evaluation of Directors, Committee and Board as a whole:

Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(5) (iiia) of Companies (Accounts) Rules, 2014, the Board has carried out the formal annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees and the working of the Board as whole. The evaluation exercise was carried out on various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of the duties and obligations, governance issues, etc.

The manner in which the evaluation has been carried out has been explained below:

• Performance Evaluation criteria: Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman by the Nomination and Remuneration committee as per the structured mechanism who were evaluated on following parameters / criteria:

• Participation and contribution by a director,

• Commitment (including guidance provided to senior management outside of Board / Committee meetings),

• Effective deployment of knowledge and expertise,

• Effective management of relationship with stakeholders,

• Integrity and maintenance of confidentiality,

• Independence of behavior and judgment,

• Observance of Code of Conduct, and

• Impact and influence

In the opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity, experience, and proficiency in their respective fields. Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by; and are either exempt or have completed the online proficiency self -assessment test conducted by; the Indian Institute of Corporate Affairs the in accordance with the provisions of Section 150 of the Act.

6. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a) Statutory auditor & audit report for the year ended March 31,2024-

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, shareholders at their Annual General Meeting held on December 04, 2020, had approved the appointment of M/s. VRCA & Associates (Firm Registration No.: 104727W), Chartered Accountants as the statutory auditors of the Company for the term of 5 (Five) financial years for F.Y. 20192020 to 2023-2024 and till the conclusion of the Annual General Meeting of the Company to be held for the year 2024.

Since, the said auditor’s term will expire post the upcoming annual general meeting, the Board recommends to the shareholders of the Company to re-appoint the said auditor for another term of 05 years.

The Auditor’s Report does not contain any qualification, reservation, adverse remark or disclaimer

requiring explanation.

b) Observations of Statutory auditors on accounts for the year ended March 31,2024:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended March 31, 2024, read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c) Secretarial audit report for the year ended March 31,2024:

Provisions of Section 204 and Section 134(3) of the Companies Act, 2013 read with Regulation 24A of SEBI (LODR) Regulation, 2015, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board has appointed M/s. Ronak Jhuthawat and Co., Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The secretarial audit report issued by M/s. Ronak Jhuthawat and Co., Practicing Company Secretaries, in Form MR-3 for the financial year 2023-24, forms part of the Directors Report as “ANNEXUREIII”.

The Management Responses to the observations of the Secretarial Auditor are as follows:

Sr No.	Observations	Management Response
1.	The Company has not made certain disclosures/ provided certain information on its website as stipulated in Regulation 46 (2) of SEBI LODR Regulations, 2015.	The company shall thrive to comply with Website Compliances and avoid any further delays in updating of the same.
2.	The Company has had a delay in filing of Corporate Governance Report with Stock Exchange for the last quarter as per Regulation 27 which was due to technical error. However, submission through E Mail was done within prescribed time on 21st April 2024.	The Company will thrive to file all the subsequent Corporate Governance Report before the prescribed timeline in coming quarters to avoid technical errors and difficulties.
3.	The Company has also caused a delay in the filing of the Annual Secretarial Compliance Report with the Stock Exchange for F.Y. 2022-2023 within the prescribed time as per Regulation 24A i.e., within 60 days from the closure of the financial year. But the Company filed the same on 30th June 2023.	It was an inadvertent delay, and the Company will ensure to file the same within prescribed due dates going forward.
4.	The Company has made non-compliance under Regulation 33 during the period under review for which National Stock Exchange (NSE) imposed penalty of Rs. 118000/- on the company vide letter dated 24.12.2023 for non-submission of CARO Report along with audit report.	It was an inadvertent error, and the Company shall thrive to ensure no such error occurs going forward.

d) Internal Auditor:

M/s. Valawat & Associates, Chartered Accountants were appointed as the Internal Auditor of the Company for the financial year 2023-2024 based on the recommendationof the Audit Committee of the Company.

e) Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is not required to appoint Cost Auditor.

f) Maintenance of cost records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

g) Reporting of frauds by statutory auditors under section 143(12)-

There were no incidents of reporting of frauds by Statutory Auditors of the Company underSection 143(12) of the Act read with Companies (Accounts) Rules, 2014.

7. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL-

No orders have been passed by any Regulator or Court or Tribunal which could have impact onthe going concern status and the Company’s operations in future.

b) RISK MANAGEMENT POLICY:

The Company has a risk management framework in place for identification and management of risks including identifying, assessing, monitor, and mitigate various nones to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

c) DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2024, the Board of Directors hereby confirms that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures,

b. such accounting policies have been selected and applied consistently and the Directors 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 March 31,2024, and of the profit/loss of the Company for that year,

c. proper and sufficient care was taken for the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d. the annual accounts of the Company have been prepared on a going concern basis,

e. They have laid down Internal financial controls for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and,

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively,

d) DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, the Company has established an Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and the Company.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2023-2024.

• No. of Complaints Received: Nil

• No. of Complaints Disposed of: Nil

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the District Officer, Mumbai pursuant to section 21 of the aforesaid Act and Rules framed thereunder.

e) DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT. 2013-

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (ShareCapital and Debenture) Rules, 2014 is furnished.

f) DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT. 2013-

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g) DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT. 2013-

As per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations, no equity shares were issued under Employees Stock Option Scheme during the financial year.

h) DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT. 2013-

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4)

of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

i) DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016-

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

j) DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT-

There was no instance of onetime settlement with any Bank or Financial Institution.

k) DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014-

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014the Companies Act, 2013 and the Rules made thereunder are given in Annexure IV to this Report.

As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees are provided in the prescribed format and appended as Annexure IV to this report.

Further the Company has no employee who is in receipt of remuneration of either:

1. INR. 8,50,000/- per month or INR 1,02,00,000/- per annum or

2. Who receives in aggregate in excess of that drawn by the Managing Director or Whole Time Director of the Company and holds by himself/herself along with his spouse and dependent children not less than 2% of the equity shares of the Company.

l) MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as Annexure V.

m) CORPORATE GOVERNANCE-

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself a trustee of its shareholders and acknowledges its responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with these principles the company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the financial year 2023-2024 is presented as Annexure VI to this Report.

n) SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The Company has not received any complaint on the SCORES during the financial year 2023-2024.

o) CRITERIA FOR MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS:

Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to non-executive directors.

The policy is available on the website at https://kshitijpolvline.co.in/investors/.

p) INSIDER TRADING:

The Board has in consultation with the Stakeholder’s Relationship Committee laid down the policy to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading.

The Company has also adopted a Prohibition of Insider Trading Policy.

q) MEANS OF COMMUNICATION:

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Company’s Website and stipulated communications to the Stock Exchange where the Company’s shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Company’s Policies etc.

r) HUMAN RESOURCES:

Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused people’s attention are currently underway. Your Company’s thrust is on the promotion of talent internally through job rotation and job enlargement.

As on March 31,2024, there were a total of 89 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 to protect and safeguard the interest of the employees.

s) WEBSITE:

The Company has a website addressed as https://kshitijpolyline.co.in/investors/ .Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

t) DISCLOSURE PURSUANT TO SECTION 67(3) OF COMPANIES ACT, 2013:

Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates is not applicable to the Company during the financial year 2023-2024 pursuant to Section 67(3) of the Companies Act, 2013 and rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014.

u) DISCLOSURE PURSUANT TO SCHEDULE V PART II SECTION II OF COMPANIES ACT, 2013:

The disclosure pursuant to Schedule V Part II Section II of Companies Act,2013 forms part of the Corporate Governance report.

v) INDIAN ACCOUNTING STANDARDS- IFRS CONVERGE STANDARDS:

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.

w) LISTING ON STOCK EXCHANGE:

The Equity shares of the Company are listed on the Main Board of National Stock Exchange of India Limited.

x) DEPOSITORY SYSTEM:

Your Company’s equity shares are in Demat form. The Company has appointed National Securities Depository Limited (NSDL) as designated depository to the Company.

y) AWARDS AND ACHIEVEMENTS:

Your Company has received no awards during F.Y 2023-2024.

z) ANNUAL LISTING FEES TO THE STOCK EXCHANGES:

Kshitij Polyline Limited have listed its equity shares on the Main Board of National Stock Exchange of India Limited. The listing fees have been duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y. 2023-2024 and F.Y. 2024-2025.

8. ACKNOWLEDGEMENTS AND APPRECIATION-

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board KSHITIJ POLYLINE LIMITED

SD/- SD/-

Mr. Mahendra Kumar Jain Mrs. Vineeta Jain

Executive Director & CFO Whole-time Director

DIN:09765526 DIN:10481057

---

Mar 31, 2018

TO

The Members Kshitij Polyline Limited

The Directors are pleased to present their 10th Annual Report together with the audited accounts of the Company for the year ended as on March 31, 2018.

FINANCIAL HIGHLIGHTS:

(in Rs.)

Particulars	Year ended March 31,2018	Year ended March 31, 2017
Gross Income from operations	27,43,24,679	17,01,03,903
Profit/ (Loss) before tax	1,49,82,773	39,37,798
Less: Taxation Expenses	44,20,730	11,59,615
Profit /(Loss) after tax	1,05,62,043	27,78,183
Balance of profit/ (loss) for earlier years	61,22,676	33,44,493
Balance carried forward	1,66,84,720	61,22,676

PERFORMANCE;

The Gross income from operations of your Company is Rs.27,43,24,679/- as against Rs.17,01,03,903/- in the previous year 2016-17. The net profit after tax for the year under review is Rs. 1,05,62,043/- as against Rs.27,78,183/- in the previous year 2016-17.

TRANSFER TO RESERVES.

The Board of directors has not proposed transfer to any reserve in the current financial year.

DIVIDEND:

With a view to conserve the resources your Directors do not recommend any dividend for the financial year 2017-2018.

SUBSIDBARBES, JOBMT VENTURE AMD ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture and associate company and therefore, disclosure in Form AOC-1 is not applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSBTBON OF THE COMPANY BETWEEN THE END OF FBNANCBAL YEAR AMD DATE OF REPORT

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and date of the report.

CHANGE M THE MATURE OF BUSBNESS:

There has been no change in the nature of business of the Company during the year under review.

PARTICULARS OF LOANS GIVEN. INVESTMENT MADE, GUARANTEE GIVEN, AND SECURTIES PROVBDED.

Details of Loans, Guarantees and Investments have been disclosed in the Financial Statements forming a part of this Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were on arm’s length basis and were in the ordinary course of business. There are no significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Accordingly, particulars of contracts or arrangements with related party referred to in section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

COMPLBANCE WBTH SECRETARBAL STANDARDS

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

EXTRACTS OF ANNUAL RETURN:

An extract of the Annual Return in Form MGT-9 is appended as an Annexure A to the Directors Report.

SHARE CAPBTAL:

During the year under review the Company has increased the Authorise Share Capital from Rs. 3 Crores to Rs.4.5 Crores and thereafter Rs. 4.5 Crores to Rs. 8.7 Crores.

Further the Company has allotted 1500000 Equity Shares face Value of Rs. 10/-(Rupees Ten) each at premium of Rs. 5/-(Rupees Five Only) each shares on 23rd December, 2017. Further the Company has allotted 8,00,000 New Equity Shares face Value of Rs. 10/- each at premium of Rs. 5/- each.

Further the Company allotted 883336 Bonus Share on 1st May, 2018.

DIRECTORS AMD KEY MANAGERIAL PERSONEL:

Ms. Rita Bharat Gala (DIN: 07145396) was appointed as an Additional Director of the Company w.e.f 29th November, 2017. Pursuant to Section 161 of the Companies Act, 2013, he holds office as a Director of the Company up to the date of the ensuing Annual General Meeting.

Ms. Rajul Visaria Dhimant (DIN: 07038456) and Mr. Rushiraj Zaverbhai Patel (DIN: 08017580) was appointed as an Additional Director in the capacity of Non-executive Independent Director of the Company w.e.f 8th February, 2018. Pursuant to Section 161 of the Companies Act, 2013, he holds office as a Director of the Company up to the date of the ensuing Annual General Meeting.

Mr. Chandrakant Babubhai Parekh (DIN: 08081347) was appointed as an Additional Director in the capacity of Non-executive Independent Director of the Company w.e.f 9th March, 2018. Pursuant to Section 161 of the Companies Act, 2013, he holds office as a Director of the Company up to the date of the ensuing Annual General Meeting.

Mr. Bharat Hemraj Gala (DIN: 01994342) was re-appointed as Managing Director for five year w.e.f. 8th February, 2018.

Mr. Rahul Devshi Shah was appointed as Chief Executive Officer (CEO) and Ms. Hetal Kiran Karani was appointed as Chief Financial Officer of the Company w.e.f. 8th February, 2018 of the Company and Ms. Nikita kanhiyalal Pediwal was appointed as Company Secretary of the Company w.e.f. 7th June, 2018.

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Rahul Devshi Shah retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The Directors on the Board have submitted notice of interest under Section 184(1) and intimation under Section 164(2).

MEETINGS OF THE BOARD:

During the year ended March 31, 2018, the Board met 18 times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the “Act”). Required quorum was present throughout each meeting as per the requirement of the said Act, the details of attendance of Directors are given below;

Sr.	Board Meeting Date	Attendance of Directors
No.		Rahul D. Shah	Bharat Ho Gala	Rita B. Gala	Rushiraj Z. Patel	Rajul V. Dhimant	Chandrakant B. Parekh
1	22.04.2017	Yes	Yes	NA	NA	NA	NA
2	20.06.2017	Yes	Yes	NA	NA	NA	NA
3	10.08.2017	Yes	Yes	NA	NA	NA	NA
4	05.09.2017	Yes	Yes	NA	NA	NA	NA
5	27.09.2017	Yes	Yes	NA	NA	NA	NA
6	07.10.2017	Yes	Yes	NA	NA	NA	NA
7	07.11.2017	Yes	Yes	NA	NA	NA	NA

8	29.11.2017	Yes	Yes	NA	NA	NA	NA
9	08.12.2017	Yes	Yes	Yes	NA	NA	NA
10	09.12.2017	Yes	Yes	Yes	NA	NA	NA
11	23.12.2017	Yes	Yes	Yes	NA	NA	NA
12	09.01.2018	Yes	Yes	Yes	NA	NA	NA
13	08.02.2018	Yes	Yes	Yes	NA	NA	NA
14	15.02.2018	Yes	Yes	Yes	Yes	Yes	NA
15	09.03.2018	Yes	Yes	Yes	NA	NA	NA
16	12.03.2018	Yes	Yes	Yes	NA	NA	Yes
17	28.03.2018	Yes	Yes	Yes	NA	NA	NA
18	31.03.2018	Yes	Yes	Yes	NA	NA	NA

RISK MANAGEMENT POLBCY

The Company has the risk assessment and mitigation procedures in place and the same have been laid before the Board members from time to time.

AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013 in the Board Meeting held on 9th March, 2018.

Composition of the Committee:

1. Rajul Dhimant Visaria, Non-Executive, Independent Director (Chairman);

2. Rushiraj Zaverbhai Patel, Non-Executive, Independent Director (Member); and

3. Chandrakant Babubhai Parekh, (Member)

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013 in the Board Meeting held on 9th March, 2018.

Composition of the Committee:

1. Rajul Dhimant Visaria, Non-Executive, Independent Director (Chairman);

2. Rushiraj Zaverbhai Patel, Non-Executive, Independent Director (Member); and

3. Rita Bharat Gala, Non-Executive Director (Member).

STAKEHOLDERS RELATCOMSH1P COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013 in the Board Meeting held on 9th March, 2018.

Composition of the Committee:

1. Rajul Dhimant Visaria, Non-Executive Director (Chairman);

2. Rushiraj Zaverbhai Patel, (Member); and

3. Chandrakant Babubhai Parekh, (Member)

INTERNAL COMPLABNT COMMITTEE:

The Internal Complaint Committee of the Company is constituted pursuant to the provision Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”) in the Board Meeting held on 10th May, 2018.

Composition of the Committee:

Name of the Director	Designation in the Committee
Mrs. Rajul Dhimant Visaria	Presiding Officer
Mr. Prashant Punadiya	Member
Mr. Rahul Devshi Shah	Member
Mrs. Hetal Karani	Member

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures;

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2018 and of the profit of the Company for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to financial statements as designed and implemented by the Company are adequate. During the financial year under review, no material or serious observations have been received from the Internal Auditors and Statutory auditors of the Company for inefficiency or inadequacy of such controls.

CORPORATE SOCIAL RESPONSIBILITY (CSR) EXPENDITURE.

Since the Company does not fall under the criteria stated under section 135 of the Act, the Company has not developed or implemented a policy for Corporate Social Responsibility. In view of the same no CSR initiative was undertaken by the company.

AUDITORS AND AUDITORS’ REPORT:

Statutory Auditors

M/s. R. M. Ajgaonkar and Associates, Chartered Accountants, who are the statutory auditor of the Company, who holds office till the conclusion of the next AGM and are eligible for reappointment. Pursuant to the provisions of section 139(1) of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. R. M. Ajgaonkar and Associates, Chartered Accountants as statutory auditor of the Company from the conclusion of the forthcoming AGM till the conclusion of the next Annual General Meeting. The Members are requested to consider their re-appointment.

The Auditors1 Report does not contain any qualification. Notes to Accounts and Auditors’ remarks in their report are self-explanatory and do not call for any further comments.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively are not applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO:

The foreign exchange earnings and outgo details are as below:

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following stems as there were no transaction on these items during the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of equity shares (including sweat equity shares) and ESOS to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

5. There were no instance of non-exercising of voting rights in respect of shares purchased directly by the employees under a scheme pursuant to section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been furnished.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year. Your Directors look forward to the continued support of all stakeholders in the future.

By order of the board

For Kshitij Polyline Limited

Bharat h. Gala Rahul Devshi Shah

Managing Director Director & CEO

DIN:01994342 DIN:01994291

Place: Mumbai

Date: 16/07/2018