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Labelkraft Technologies Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 15.90 Cr. P/BV 1.47 Book Value (Rs.) 33.23
52 Week High/Low (Rs.) 76/48 FV/ML 10/2000 P/E(X) 12.83
Bookclosure 17/08/2024 EPS (Rs.) 3.82 Div Yield (%) 0.00
Year End :2025-03 

The Board of Directors hereby submits the report of the business and operations of your Company
(“the Company”), along with the audited financial statements, for the financial year ended March 31,
2025.

1. FINANCIAL HIGHLIGHTS:

(Rs in actuals)

Particulars

F.Y. 2024-25

F.Y. 2023-24

Revenue From Operations

20,76,48,557

18,43,33,586

Other Income

82,27,113

35,56,860

Total Income

21,58,75,671

18,78,90,446

Less: Total Expenses before Depreciation, Finance Cost and
Tax

19,32,97,231

16,84,98,702

Profit before Depreciation, Finance Cost and Tax

2,25,78,440

1,93,91,744

Less: Depreciation

29,01,126

17,99,562

Less: Finance Cost

30,17,431

22,81,240

Profit Before Tax & Extraordinary Item

1,66,59,882

1,53,10,942

Less: Extraordinary Item

0.00

0.00

Profit Before Tax

1,66,59,882

1,53,10,942

Less: Current Tax

29,66,067

41,92,053

Less: Tax of earlier years

0.00

1,22,785

Less: Deferred tax Liability (Asset)

12,99,758

(2,35,341)

Profit after Tax

1,23,94,057

1,12,31,445

Earnings per Share (Basic & Diluted) in Rs.

3.82

3.46

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

For the FY 2024-25, the revenues from operations stood at Rs. 20,76,48,557 as against Rs.
18,43,33,586 last year and other income stood at Rs. 82,27,113 as against Rs. 35,56,860 last year.
Further, the Company had incurred total expenses of Rs. 19,92,15,788 during the year as against
Rs. 17,25,79,504 last year.

For the FY 2024-25, Profit before Depreciation, Finance Cost and Tax stood at Rs. 2,25,78,440,
Profit before tax stood at Rs. 1,66,59,882 and the Net Profit stood at Rs. 1,23,94,057 as against
Rs. 1,93,91,744, Rs. 1,53,10,942 and Rs. 1,12,31,445 respectively. Considering the third year of
its operations, the Company has made significant increase in the revenues when compared to the
last year and made a net profit of Rs. 1,23,94,057 with an EPS of 3.82.

The Board of Directors of your Company is optimistic about the future prospects of the Company.
Your directors are of the view that the Company will have a progressive growth in the subsequent
financial years and are hopeful for the bright future prospects.

3. DIVIDEND:

With a view to conserve and save the resources for future prospects of the Company, the Directors
have not declared any dividend for the financial year 2024-25.

4. TRANSFER TO GENERAL RESERVE:

The Directors do not propose to transfer any amount to the Reserves. Total amount of net profit is
carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

5. CHANGE IN NATURE OF BUSINESS:

During the year, the Company has not changed its business or objects and continues to be in the
same line of business as per the main objects of the Company.

6. SHARE CAPITAL:

During the year under review the Company has not made any changes in the share capital of the
Company:

Increase in Share
Capital

Buy Back of
Securities

Sweat

Equity

Bonus

Shares

Employees Stock
Option Plan

Nil

Nil

Nil

Nil

Nil

7. DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATIONS) OR
VARIATIONS):

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations / LODR’) the Company has fully utilised the proceeds of
the Initial Public Offering amounting to Rs. 475.20 lakhs for the objects stated in the Prospectus
dated 06th March 2023.

8. COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS:

The Board of Directors along with its committees provide leadership and guidance to the
Management and directs and supervises the performance of the Company, thereby enhancing
stakeholder value.

• Composition of Board:

S No

Name

Category

Designation

1

Ranjeet Solanki Kumar

Executive Director

Chairman & Managing
Director

2

Shraddha

Executive Director

Whole-time Director

3

Raashi Jain

Executive Director

Whole-time Director

4

Hemalatha

Non - Executive
Director

Director

5

Ramachandran Venkata
Subramanian

Independent Director

Independent Director

6

*Ravi Jagetiya

Independent Director

Independent Director

7

Praveen Kumar Kiran Raj

Independent Director

Independent Director

*Mr Ravi Jagetiya ceased to be Director w.e.f. 13th November 2024

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”).
Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from the
requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of the Company is serving as a Whole-Time Director in any other Listed

Company and the number of their directorship is within the limits laid down under Section 165 of

the Companies Act, 2013.

Changes in the Board Composition:

- In the Board Meeting held on 12th November 2024:

Mr Ravi Jagetiya (DIN: 08734797), was resigned from the Board as an Independent Director
of the Company w.e.f. 13 th November 2024.

Appointment / Retirement by rotation and subsequent re-appointment:

• Mr Ranjeet Solanki Kumar (DIN: 00922338), Chairman & Managing Director, is liable to
retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other
applicable provisions, if any, of the Companies Act, 2013, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have
offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the
shareholders of the Company at the ensuing AGM. The brief resume of the Director and other
related information has been detailed in the Notice convening the ensuing AGM of the
Company.

• Ms Shraddha (DIN: 09759925), Whole-time Director, is liable to retire by rotation at the
ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if
any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for
the time being in force), and being eligible have offered herself for re-appointment.

Appropriate business for her re-appointment is being placed for the approval of the
shareholders of the Company at the ensuing AGM. The brief resume of the Director and other
related information has been detailed in the Notice convening the ensuing AGM of the
Company.

• Mr. Ranjeet Kumar Solanki (DIN: 00922338), was appointed on 20th December 2022 for a
period of 3 years till 19th December 2025 as the Chairman and Managing Director of the
Company. Hence, the Board of Directors, at its meeting held on August 7, 2025, based on the
recommendation of the Nomination and Remuneration Committee (“NRC”), appointed Mr.
Ranjeet Kumar Solanki (DIN: 00922338) as the Chairman and Managing Director of the
Company, for a period of five years commencing from December 20, 2025 to December 19,
2030, subject to approval of the Members.

Appropriate business for his re-appointment as the Chairman and Managing Director of the
Company is being placed for the approval of the shareholders of the Company at the ensuing
AGM. The brief resume of the Director and other related information has been detailed in the
Notice convening the ensuing AGM of the Company

• Ms. Shraddha (DIN: 09759925), was appointed on 20th December 2022 for a period of 3
years till 19th December 2025 as a Whole time Director of the Company. Hence, the Board of
Directors, at its meeting held on August 7, 2025, based on the recommendation of the
Nomination and Remuneration Committee (“NRC”), appointed Ms. Shraddha (DIN:
09759925) as a Whole time Director of the Company, for a period of five years commencing
from December 20, 2025 to December 19, 2030, subject to approval of the Members

Appropriate business for her re-appointment as a Whole time Director of the Company is
being placed for the approval of the shareholders of the Company at the ensuing AGM. The
brief resume of the Director and other related information has been detailed in the Notice
convening the ensuing AGM of the Company

• Ms. Raashi Jain (DIN: 09759926), was appointed on 20th December 2022 for a period of 3
years till 19th December 2025 as a Whole time Director of the Company. Hence, the Board of
Directors, at its meeting held on August 7, 2025, based on the recommendation of the
Nomination and Remuneration Committee (“NRC”), appointed Ms. Raashi Jain (DIN:
09759926) as a Whole time Director of the Company, for a period of five years commencing
from December 20, 2025 to December 19, 2030, subject to approval of the Members.

Appropriate business for her re-appointment as a Whole time Director of the Company is
being placed for the approval of the shareholders of the Company at the ensuing AGM. The
brief resume of the Director and other related information has been detailed in the Notice
convening the ensuing AGM of the Company.

• Mr Ramachandran Venkata Subramanian (DIN: 01710799) as Non-executive Independent
Director of the Company has completed his previous 2 years term from 20th December 2022
till 19th December 2024. Hence, as recommended by the Nomination and Remuneration
Committee, the Board of Directors in their meeting held on 12th November 2025, have
considered and approved re-appointment of Mr Ramachandran Venkata Subramanian (DIN:
01710799) as Non-executive Independent Director of the Company for a further period of 3
years from 20th December 2024 to 19th December 2027.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial

Standard, of the person seeking re-appointment/ appointment as Director are also provided in

Explanatory statements annexed to the Notice convening the 3rd Annual General Meeting.

Key Managerial Personnel (KMP):

S No

Name of the KMP

Designation

1

Ranjeet Solanki Kumar

Chairman & Managing Director

2

Shraddha

CFO & Whole-time Director

3

Raashi Jain

Whole-time Director

4

*Riddhi Doshi

Company Secretary & Compliance Officer

* Appointed w.e.f. 27th May 2024
Independent Directors:

S No

Name of the Director

Date of Appointment

Date of Resignation

1

Ramachandran Venkatasubramanian

20/12/2022

-

2

Ravi Jagetiya

08/02/2023

13/11/2024

3

Praveen Kumar Kiran Raj

24/08/2023

-

• Board Meetings:

The Board of the Company regularly meets to discuss various Business opportunities. Additional
Board meetings are convened, as and when required to discuss and decide on various business
policies, strategies and other businesses.

During the year under review, Board of Directors of the Company duly met 5 (Five) times and in
respect of which meetings, proper notices were given and the proceedings were properly recorded
and signed in the Minutes Book maintained for the purpose.

The dates of the Board Meeting held during the year review is as mentioned hereunder:

27th May 2024; 18th June 2024; 23rd July 2024; 12th November 2024 and on 5th March 2025.

The details of attendance of each Director at the Board Meetings are as given below:

Name of Director

Date of
Original
Appointment

Date of
Cessation

Number of
Board
Meetings
Eligible to
attend

Number of
Board
Meetings
attended

Ranjeet Solanki Kumar

10/10/2022

-

5

5

Shraddha

10/10/2022

-

5

5

Raashi Jain

10/10/2022

-

5

5

Hemalatha

10/10/2022

-

5

5

Ramachandran

Venkatasubramanian

20/12/2022

-

5

5

Ravi Jagetiya

08/02/2023

13/11/2024

4

2

Praveen Kumar Kiran Raj

24/08/2023

-

5

5

The gap between two consecutive meetings is not more than one hundred and twenty days as
provided in Section 173 of the Act.

• Committees of Board:

The Board of Directors, in line with the requirement of the act, has formed various committees,
details of which are given hereunder.

a) Audit Committee:

The Company has constituted audit committee in line with the provisions of Section 177 of the
Companies Act, 2013 in the Board Meeting held on 06th January 2023. Audit Committee meeting
is generally held for the purpose of recommending the half yearly and yearly financial result.
Additional meeting is held for the purpose of reviewing the specific item included in terms of
reference of the Committee. During the year under review, Audit Committee met 4(Four) times
viz on 27th May 2024; 18th June 2024; 23rd July 2024 and 12th November 2024.

Consequent to the resignation of Mr Ravi Jagetiya, Independent Director, the Board of Directors
of the Company has reconstituted the Audit Committee of the Board w.e.f. 12th November 2024.
The present composition of the Audit Committee is as follows:

Mr Ramachandran Venkatasubramanian, Chairman of the Committee (Independent Director)

Mr Praveen Kumar Kiran Raj, Member (Independent Director)

Mr Ranjeet Solanki Kumar, Member (Executive Director)

The composition of the Committee and the details of meetings attended by its members are given
below:

Name

Category

Designation

Number of meetings during
the financial year 2024-25

Eligible to
attend

Attended

Ramachandran

Venkatasubramanian

Non-Executive
Independent Director

Chairman

4

4

Ranjeet Solanki
Kumar

Chairman &
Managing Director

Member

4

4

Ravi Jagetiya

Non-Executive
Independent Director

Member

4

4

Praveen Kumar
Kiran Raj

Non-Executive
Independent Director

Member

0

0

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the
Board of Directors.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of unethical
behaviour actual or suspected fraud or violation of Company’s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine
concerns or grievances and provide for adequate safe guards against victimization of the Whistle
Blower who avails of such mechanism and also provides for direct access to the Chairman of the
Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the
Audit Committee from time to time. None of the Whistle blowers has been denied access to the
Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the
website of the Company.

b) Nomination and Remuneration Committee:

The Company has constituted Nomination and Remuneration committee in line with the
provisions of Section 178 of the Companies Act, 2013 in the Board Meeting held on 06 th January
2023. Nomination and Remuneration Committee meetings are generally held for identifying the
persons who are qualified to become Directors and may be appointed in senior management and
recommending their appointments and removal. During the year under review, Nomination and
Remuneration Committee met 4 (Four) times, viz on 27th May 2024, 23rd July 2024, 12th
November 2024 and 5th March 2025.

Consequent to the resignation of Mr Ravi Jagetiya, Independent Director, the Board of Directors
of the Company has reconstituted the Nomination and Remuneration Committee of the Board
w.e.f. 12th November 2024.

The present composition of the Audit Committee is as follows:

Mr Ramachandran Venkatasubramanian, Chairman of the Committee (Independent Director)

Mr Praveen Kumar Kiran Raj, Member (Independent Director)

Mrs Hemalatha, Member (Non-Executive Director)

The composition of the Committee and the details of meetings attended by its members are given
below:

Name

Category

Designation

Number of meetings during the
financial year 2024-25

Eligible to attend

Attended

Ramachandran

Venkatasubramanian

Non-Executive

Independent

Director

Chairman

4

4

Ravi Jagetiya

Non-Executive

Independent

Director

Member

3

3

Hemalatha

Non-Executive

Director

Member

4

4

Praveen Kumar
Kiran Raj

Non-Executive

Independent

Director

Member

1

1

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance
culture. It enables the Company to attract motivated and retained manpower in competitive
market, and to harmonize the aspirations of human resources consistent with the goals of the
Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances
to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the
Nomination and Remuneration Committee within the salary scale approved by the members and
are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the
website of the Company.

c) Stakeholders and Relationship Committee:

Stakeholders and Relationship Committee is to resolve grievances of security holders of the
Company, including complaints related to transfer/transmission of shares, non-receipt of annual
report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings,
etc.

The composition of the Committee is as follows:

Name

Category

Designation

Ramachandran

Venkatasubramanian

Non-Executive Independent
Director

Chairman

Ranjeet Solanki Kumar

Chairman & Managing Director

Member

Shraddha

Non-Executive Director

Member

9. PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

10. DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has
three Non-Promoter Non- Executive Independent Directors in line with the Act. The Company
has received necessary declaration from each Independent Director under Section 149 (7) of the
Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of
the Act. Further, all the Independent Directors of the Company have registered themselves in the
Independent Director Data Bank.

11. 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 preparation of annual accounts for the year ended March 31, 2025, the applicable
accounting standards have been followed and that no material departures have been made
from the same;

b) The Directors had 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 and of the profit or loss of
the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going
concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company
and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

12. PUBLIC DEPOSIT:

The Company has neither accepted nor renewed any deposits during the year under review.

During the year under review, the Company has borrowed unsecured loans from its directors, and
there is outstanding balance of unsecured loan received from its director and disclosure in
pursuance of Chapter V, Rule 2 (1) (c) (viii) of Companies (Acceptance of Deposits) Rules, 2014
is furnished hereunder:

Sl.

No.

Name of the Director

DIN

Outstanding
Balance as
on 31st
March 2024

Amount of
unsecured
loan availed
during the
year

Outstanding
Balance as on
31st March
2025

1.

Ranjeet Kumar Solanki

00922338

0.00

1,29,00,000.00

1,31,00,000.00

2.

Raashi Jain

09759926

0.00

15,00,000.00

13,00,000.00

3.

Hemalatha

03280185

0.00

43,00,000.00

42,00,000.00

Total

0.00

1,87,00,000.00

1,86,00,000.00

Also, the Company has obtained declarations from the individual directors in compliance with the
provisions of Rule 2(1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014.

13. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

There were no loans, guarantees or investments made by the Company under Section 186 of the
Companies Act, 2013 during the year under review and hence the said provision is not applicable.

14. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual
Return as on March 31, 2025 shall be placed on the Company’s website on

https://www.labelkraft.com/investor.html

15. TRANSACTIONS WITH RELATED PARTIES:

There were no contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013 for the Financial Year 2024-25 and hence requirement of AOC 2 does not
apply.

16. BOOK CLOSURE DATE:

The Register of Members and Share Transfer Books of the Company will be closed from 29th
August 2025 to 04th September 2025 (both days inclusive) for the purpose of 3rd Annual General
Meeting.

17. MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments, affecting the financial position of the Company,
have occurred between the end of financial year of the Company i.e. March 31, 2025 to the date
of this Report.

18. POLICY FOR PREVENTION OF INSIDER TRADING:

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
came into effect from May 15, 2015 to put in place a framework for prohibition of insider trading
in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company
has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (“Code of Fair Disclosure”) of the Company. The Code
of Fair Disclosure is available on the website of the Company
https://www.labelkraft.com/investor.html

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of
Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be
followed and disclosures to be made while dealing with the shares of the Company and cautioning
them on the consequence of non-compliances. The Company Secretary has been appointed as a
Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct
to regulate, monitor and report trading by insiders is also available on the website of the Company
https://www.labelkraft.com/investor.html

19. PARTICULARS OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees’ remuneration as per
Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as
Annexure-
A
.

The statement containing top ten employees in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report. Further, the report and the accounts are being sent to
members excluding this annexure. In terms of Section 136 of the Act, the said annexure is open
for inspection in electronic mode for Members. Any shareholder interested in obtaining a copy of
the same may write to Company Secretary.

20. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we
address complaints of sexual harassment at all workplaces of the Company. Our policy assures
discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in
handling complaints of sexual harassment and we are compliant with the law of the land where
we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of
Complaints. During the financial year 2024-25:

No. of Sexual Harassment Complaints received: NIL

21. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk
exposure, potential impact and risk mitigation process is in place. The objective of the mechanism
is to minimize the impact of risks identified and taking advance actions to mitigate it. The
mechanism works on the principles of probability of occurrence and impact, if triggered. A
detailed exercise is being carried out to identify, evaluate, monitor and manage both business and
non-business risks.

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

Conservation of Energy:

In its endeavour towards conservation of energy, the Company ensures optimal use of energy,
avoid wastages and conserve energy as far as possible.

Technology Absorption:

a. The effort made towards technology absorption: -No specific activities have been done by the
Company.

b. The benefits derived like product improvement, cost reduction, product development or
import substitution: -No specific activity has been done by the Company.

c. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year: N.A.

d. The expenditure incurred on Research & Development: Nil

Foreign Exchange Earnings and Outgo:

Earnings - Nil

Outgo - Rs. 30,62,306.00

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

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating effectively. During the year under review, the Company
has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India, New Delhi.

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control system, which ensures that all the assets of the
Company are safeguarded and protected against any loss from unauthorized use or disposition.
The Internal Auditors of the Company carry out review of the internal control systems and
procedures. The internal audit reports are reviewed by Audit Committee.

The Company has also put in place adequate internal financial controls with reference to the
financial statements commensurate with the size and nature of operations of the Company. During
the year, such controls were tested and no material discrepancy or weakness in the Company’s
internal controls over financial reporting was observed.

25. CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance. However,
pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Company is not required to mandatorily comply with the provisions of
certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and therefore the Company has not provided a separate report on Corporate Governance,
although few of the information are provided in this report under relevant heading.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a review of the performance of the Company, for the year under
review, Management Discussion and Analysis Report, is presented in a separate section forming
part of this Annual Report.

27. INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act 2013, the Board had appointed M/s. J K V S & Co,
(FRN: 318086E), as an Internal Auditor of the Company for the FY 2024-25. Further, the Board
has appointed M/s. M.K. Bagrecha & Associates, (FRN: 011636S), Chartered Accountants,
Bengaluru as an Internal Auditor of the Company for the FY 2025-26.

28. STATUTORY AUDITORS:

The Members of the Company at their 1st Annual General Meeting held on 25th September 2023
had appointed M/s Singhi & Co, (FRN: 302049E), Chartered Accountants, Bengaluru, as the
Statutory Auditors of the Company for a term of 5(Five) consecutive years from the conclusion of
the 1st Annual General Meeting until the conclusion of 6th AGM of the Company to conduct
statutory audit for the FY from 2023-24 to 2027-28.

29. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS:

In terms of the provisions of Section 134(4) of the Companies Act 2013, your Directors wish to
inform you that there are no qualifications, reservation, adverse remark or disclaimer made by the
Statutory Auditor of the Company in the Audit Report for the financial year 2024-25.

30. SECRETARIL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr D
Venkateswarlu, FCS 8554 CP No. 7773, Practicing Company Secretary, Bengaluru to conduct the
Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is
annexed herewith as Annexure - B to this Report.

31. EXPLNATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE SECRETARIAL AUDITOR
IN HIS REPORT:

Reply to the Qualification made in the Secretarial Audit Report:

Sl.

No.

Qualification

Board’s Reply

a.

The Company has not complied with the
provisions of Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015 w.r.t submission of the Annual Report to
the stock exchange with a delay of 2 days.

The Board of the Directors of the
Company in their meeting held on
23rd July 2024 have approved the
Directors Report and also the Notice
of 2nd Annual General Meeting
held on 17th August 2024

On 24th July 2024, we have initially
tried uploading of the annual report
for the FY 2023-24 under
“Compliances” Tab of Corporate
Announcements, however it is not
done due to some technical issues.

However, as the due date for
dispatch of Notice of AGM and
annual report to the shareholders is
on 24th July 2024, we have
submitted the copy of annual report
to the Stock Exchange along with
intimation of 2nd Annual General
Meeting of the Company on 24th
July 2024 under corporate
announcements.

The Company has submitted the
annual report under Compliance Tab
on 26th July 2024 with a delay of 2

days.

Further, the Company has paid an
amount of Rs. 4,720/- (Rupees Four
Thousand Seven Hundred and
Twenty Only) towards fine levied
by the exchange

The Board ensures for the strict
compliance of all the SEBI
Regulations.

32. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the period under review, no corporate insolvency resolution process is initiated against the
company under the Insolvency and Bankruptcy Code, 2016 (IBC).

33. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS INTERNAL
AUDITOR:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals,
Statutory and quasi-judicial body impacting the going concern status of the Company and its
operations in future. The details of litigation on tax and other relevant matters are disclosed in the
Auditors’ Report and Financial Statements which forms part of this Annual Report.

34. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF

The disclosure under this clause is not applicable as the Company has not undertaken any one¬
time settlement with the banks or financial institutions.

35. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of
the Companies Act, 2013.

36. MAINTENANCE OF COST RECORDS:

Since the company is not falling under prescribed class of Companies, it is not required to
maintain cost records.

37. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed
in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other
applicable provisions of the act and listing regulations, to the extent the transactions took place on
those items during the year. Your Directors further state that no disclosure or reporting is required
in respect of the following items as there were no transactions on these items during the year
under review;

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any ESOS
scheme;

(iii) Annual Report and other compliances on Corporate Social Responsibility;

(iv) There is no revision in the Board Report or Financial Statement;

(v) 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;

(vi) Information on subsidiary, associate and joint venture companies.

38. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act,
1961, and has extended all statutory benefits to eligible women employees during the year.

39. APPRECIATIONS AND ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions
made by the employees at all levels through their dedication, hard work and commitment during
the year under review.

The Board places on record its appreciation for the support and co-operation your Company has
been receiving from its suppliers, distributors, retailers, business partners and others associated
with it as its trading partners. Your Company looks upon them as partners in its progress and has
shared with them the rewards of growth. It will be your Company’s endeavour to build and
nurture strong links with the trade based on mutuality of benefits, respect for and co-operation
with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks,
Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of Board of Directors of
LABELKRAFT TECHNOLOGIES LIMITED

Sd/- Sd/-

Ranjeet Kumar Solanki Shraddha

Chairman & Managing Director Whole-time Director & CFO

DIN: 00922338 DIN: 09759925

Date: 07th August 2025
Place: Bengaluru


 
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