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Kiran Print Pack Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 13.51 Cr. P/BV 4.57 Book Value (Rs.) 5.90
52 Week High/Low (Rs.) 42/21 FV/ML 10/1 P/E(X) 226.89
Bookclosure 27/09/2024 EPS (Rs.) 0.12 Div Yield (%) 0.00
Year End :2025-03 

Your Directors are pleased to present before you their 36th Annual Report on the business and
operations of the Company together with the Audited Statements of Accounts for the Financial
Year ended 31st March, 2025.

Financial Summary or Highlights/ Performance of the Company (Standalone):

The Company’s financial performance for the year under review along with previous year’s figures
is summarized hereunder on the Standalone basis financial statements of the company.

Particulars

F.Y. 2024-25
Amounts below are Rs.
in '000)

F.Y. 2023-24
(Amounts below are
Rs. in '000)

Revenue from operations

9,021.89

8,734.62

Other operational income

5,508.69

9,013.74

Increase/ Decrease in Inventory

-

-

Total Income

14,530.58

17,748.36

Less: Operating costs

13,542.11

17,332.27

Profit before Depreciation,
Interest & Tax (PBDIT)

988.47

416.08

Less: Depreciation

106.49

172.71

Profit /Loss before Interest &
Tax (PBIT)

881.98

243.37

Less: Finance costs

-

68.15

Profit /Loss before Tax (PBT)

881.98

175.22

Less: Provision for Income Tax
(Including deferred tax)

285.48

(156.692)

Profit for the year

596.50

331.91

Basic EPS

0.12

0.07

*previous year figures have been regrouped/rearranged wherever necessary.

The above figures are extracted from the Financial Statements prepared in accordance with
accounting principles generally accepted in India including the Accounting Standards specified
under section 129 and 133 of the Companies Act, 2013 (“the Act”) read with the Companies
(Accounts) Rules, 2014 and other relevant provisions of the Act. The detailed financial statement
as stated above are available on the Company's website at http://kiranprintpack.wix.com/kiran/

I. Financial Performance (Amounts below are Rs. in ’000)

During the year under review, the revenue from operations of your Company was in 9,021.89
comparison to 8,734.62 during the previous year. The Company has Profit After Tax of
596.50 in comparison to 331.91 during the previous year.

II. Business Review/State of the company’s affairs

During the year under review, the Company has not changed its nature of business.

III. Dividend

During the year under review, your Board does not recommend any dividend and wishes
to plough back the profits

IV. Reserves

The company except its profits does not propose any amount to transfer to the General
Reserves.

V. Share Capital

During the year under review, the Company has not allotted any Equity Shares on rights/
preferential/ private placement basis.

As on 31st March, 2025, the issued, subscribed and paid up share capital of Company stood
at Rs. 5,00,29,000/- comprising of 50,02,900 Equity shares of Rs.10/- each.

1. Disclosure regarding Issue of Equity Shares with Differential Rights:

During the year under review, the Company has not issued any equity shares with differential
rights.

2. Disclosure regarding issue of Employee Stock Options:

During the year under review, the Company has not provided any Stock Option Scheme to
the employees.

3. Disclosure regarding issue of Sweat Equity Shares:

During the year under review, the Company has not issued any Sweat Equity Shares.

4. Disclosure regarding Buy back of shares:

During the year under review, the Company has not bought back any shares.

5. Disclosure regarding issue of Bonus Shares:

During the year under review, the Company has not issued any bonus shares.

VI. Details of directors or key managerial personnel who were appointed during the year:

1. Retiring by rotation:

Mrs. Sudha Mohta (holding DIN 01418054), Director of the Company, will retire by
rotation at the ensuing Annual General Meeting and being eligible offers herself for
reappointment.

Brief profile of the Directors proposed to be reappointed as required under Regulation
36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are part of the Notice convening the Annual General
Meeting.

2. Declaration by Independent Directors:

Pursuant to Section 149 (7) of the Companies Act, 2013 (“the Act”) read with the
Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company
has received declarations from all the Independent Directors of the Company
confirming that they meet the 'criteria of Independence' as prescribed under Section
149 (6) of the Act and have submitted their respective declarations as required under
Section 149 (7) of the Act and the Listing Regulations.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the
Company have included their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.

3. Familiarization programme for Independent Director:

The Company proactively keeps its Directors informed of the activities of the
Company, it's Management and operations and provides an overall industry
perspective as well as issues being faced by the industry in the Familiarization
programme conducted for the Independent Directors of the Company. The
Familiarization programme is available on the website of the Company at http://
kiranprintpack.wix.com/kiran/

4. Key Managerial Personnel:

In terms of the provisions of Sections 2 (51) and 203 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the following employees were holding the position of Key Managerial Personnel
('KMP') of the Company as on March 31st , 2025:

Mr. Karan Kamal Mohta Managing Director

Mrs. Sudha Mohta Chief Financial Officer

Ms. Chandni Shah Company Secretary & Compliance Officer

VII. Committees of Board:

As on March 31st 2025, the Company has following Statutory Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

The Board decides the terms of reference for these companies. Minutes of meetings of the
Committees are placed before the Board for information. The details as to the composition,
terms of reference, number of meetings and related attendance, etc. of these Committees are
provided in detail, in the Corporate Governance Report which forms a part of this Annual
Report.

VIII. Compliances of applicable Secretarial Standards:

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
such systems are adequate and operating effectively.

IX. Meetings of the Board and its Committee:

b. Board Meeting:

A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year the Board of Directors of the Company met 5 (Five) times on 30/05/2024,
12/08/2024, 04/09/2024, 13/11/2024 and 13/02/2025.

Name

Designation

No of
meetings
attended

No of
meetings
entitled to
attend

Wheth

er

AGM

attende

d

Mr. Karan Kamal Mohta

Executive Managing
Director

5

5

Yes

Mrs. Sudha Mohta

Executive Director,
CFO

5

5

Yes

Mr. Bharat Saboo

Non-Executive

Director

5

5

Yes

Mr. Sunil Kumar Sarda

Non-Executive-
Independent Director

5

5

Yes

Mr. Vinodkumar
Bajranglal Dalmia

Non-Executive-
Independent Director

5

5

Yes

The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.

c. Audit Committee

Your Company has constituted an Audit Committee with its composition, quorum, powers,
roles and scope in line with the applicable provisions of the Act and Listing Regulations.
During the financial year under review, the Audit Committee reviewed the internal controls
put in place to ensure that the accounts of your Company are properly maintained and that
the accounting transactions are in accordance with prevailing laws and regulations. In
conducting such reviews, the Committee found no material discrepancy or weakness in the

internal control system of your Company. The Committee has also reviewed the Policy and
procedures for assessing and managing the risks.

During the financial year under review, all recommendations made by the Audit Committee
were accepted by the Board.

The Composition of Audit Committee and the attendance of Members at the Meeting during
FY 2024-25 were as under:

Name

Designation

No of
meetings
attended

No of
meetings
entitled to
attend

Wheth

er

AGM

attende

d

Mr.Vinodkumar
Bajranglal Dalmia
(Chairman)

Non-Executive-
Independent Director

4

4

Yes

Mrs. Sudha Mohta

Executive Director,
CFO

4

4

Yes

Mr. Sunil Kumar Sarda

Non-Executive-
Independent Director

4

4

Yes

The Company has a qualified and independent Audit Committee, and its composition is in
line with the applicable provisions of Section 177 of the Act and Regulation 18 of Listing
Regulation.

During the financial year under review, the Committee met 4 (Four) times on 30/05/2024,
12/08/2024,13/11/2024 and 13/02/2025.

d. Nomination and Remuneration Committee

Your Company has constituted a Nomination and Remuneration Committee with its
composition, quorum, powers, roles and scope in line with the applicable provisions of the
Act and Listing Regulations.

The Composition of Nomination and Remuneration Committee and the attendance of
Members at the meeting during FY 2024-25 were as follows:

Name

Designation

No of
meetings
attended

No of
meetings
entitled to
attend

Wheth

er

AGM

attende

d

Mr.Vinodkumar
Bajranglal Dalmia
(Chairman)

Non-Executive-
Independent Director

1

1

Yes

Mr. Bharat Saboo

Non-Executive

Director

1

1

Yes

Mr. Sunil Kumar Sarda

Non-Executive-
Independent Director

1

1

Yes

The Company has a qualified and independent Nomination & Remuneration Committee,
and its composition is in line with the applicable provisions of Section 178 of the Act and
Regulation 19 of Listing Regulation.

During the financial year under review, the Committee met 1 (One) time on 04/09/2024.

The Nomination and Remuneration Committee had formulated a policy on remuneration
under the provisions of Section 178(3) of the Act and the same is attached as
Annexure I
to this report.

e. Stakeholder Relationship Committee

Your Company has constituted a Stakeholder Relationship Committee with its composition,
quorum, powers, roles and scope in line with the applicable provisions of the Act and Listing
Regulations.

The Composition of Stakeholder Relationship Committee and the attendance of Members
at the meeting during FY 2024-25 were as follows:

Name

Designation

No of
meetings
attended

No of
meetings
entitled to
attend

Wheth

er

AGM

attende

d

Mr. Bharat Saboo
(Chairman)

Non-Executive

Director

4

4

Yes

Mr. Sunil Kumar Sarda

Non-Executive-
Independent Director

4

4

Yes

Mr. Vinodkumar
Bajranglal Dalmia

Non-Executive-
Independent Director

4

4

Yes

The Company has a qualified and independent Stakeholder Relationship Committee, and its
composition is in line with the applicable provisions of Regulation 20 of Listing Regulation.
During the financial year under review, the Committee met 4 (Four) times on 30/05/2024,
12/08/2024,13/11/2024 and 13/02/2025.

f. Meeting of Independent Directors:

The Independent Directors met once on February 13, 2025 to evaluate the Board and assess
the functioning of the Board.

X. Listing with Stock Exchanges

At Present, the Equity shares of the Company are listed at BSE Limited.

XI. Dematerialization of Shares:

a) 94.47% of the Company’s paid up Equity Share Capital is in dematerialized form as on 31st
March, 2025 and balance 5.53% is in physical form. The Company’s Registrar and Transfer
Agent is MUFG Intime India Private Limited (Formerly Link Intime India Private
Limited)having their registered office at C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai
- 400 083.

XII. Details in respect of adequacy of internal financial controls with reference to the
Financial Statements

a) Your directors hereby report that, your company has maintained adequate internal
controls commensurate with its size and its nature of the operation. There are suitable
monitoring procedures in place to provide reasonable assurance for accuracy and timely
reporting of the financial information and compliance with the statutory requirements. There
are proper policies, guidelines and delegation of powers issued for the compliance of the
same across the company.

b) For the purpose of ensuring accuracy in the preparation of the financials, your company
has implemented various checks and balances like periodic reconciliation of major accounts,
review of accounts, obtaining confirmation of various balances and proper approval
mechanism.

c) Your company has documented all major processes in the area of expenses, bank
transactions, payments, statutory compliances and period end financial accounting process.
Your company is continuously putting its efforts to align the processes and controls with the
best practices in the industry.

d) The Company has appointed M/s. Yogesh P Rathi & Associates, a firm of Chartered
Accountant as the Internal Auditor of the company. The report of the said auditor is
periodically reviewed and suggestions were implemented by the Audit Committee and the
Board.

XIII. Finance & Accounts

The Company is having adequate resources at its disposal to meet its business requirements and
for efficient conduct of business. The Company has not raised any funds by issue of any
securities during the year.

Your company is required to prepare financial statements under Indian Accounting Standards
(Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the
Companies (Indian Accounting Standards) Rules, 2015. The estimates and judgments relating
to financial statements are made on prudent basis, so as to reflect in a true and fair manner, the
form and substance of transactions and reasonably present the Company’s state of affairs and
loss for the year ended 31st March, 2025.

XIV. Subsidiaries. Joint Ventures and Associates Companies

Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies
(Accounts) Rules, 2014, a Company needs to prepare AOC-1 but as the Company doesn’t
have any subsidiaries, associates and Joint Ventures, there is no need to prepare AOC-1
and hence the same has not been prepared.

XV. Deposits

The Company has not accepted any deposits within the meaning of Section 73 of the

Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

XVI. Statutory Auditors

M/s. VMRS & Co. (having Firm Registration No. 122750W), Chartered Accountants were
appointed as the statutory auditors of the Company at the Annual General meeting held on
28th September, 2020. However, their term is set to expire at the upcoming Annual General
Meeting of the Company.

It is proposed to reappoint M/s. VMRS & Co. (having Firm Registration No. 122750W),
Chartered Accountants for a period of 5 years for the financial year 2025-26 to the financial
year 2029-30 at the upcoming Annual General Meeting of the Company

XVII. Auditors’ Report and Board’s Comments on Qualification, Reservation & Adverse
Remarks or Disclaimer made by Statutory Auditors under section 134(3) (f) of the
Companies Act, 2013

The report of the Statutory Auditors along with notes to Schedules is enclosed to this
report. The Auditors observations are suitably explained in notes to the Accounts and are
self-explanatory. They do not call for any further comments. There has been no
qualification, reservation or adverse remark made by the Auditor in the report.

XVIII. Internal Audit

The Board of directors has appointed M/s. Yogesh P Rathi & Associates, a firm of Chartered
Accountants as the Internal Auditors of the company on the recommendations of the Audit
Committee for F.Y. 2024-25.

XIX. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
Mrs. Kavita Raju
Joshi, Practising Company Secretary
, (Membership nos: F9074) have been appointed as
Secretarial Auditors of the Company.

The Secretarial Audit Report for financial year ended March 31st , 2025 is annexed to this report.
The Secretarial Audit Report for the year ended March 31st , 2025 does not contain any
qualification or observation, which requires any comments from the Board.

XX. Cost Auditor

Your company does not fall within the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records
are required to be maintained and no cost auditor is required to be appointed.

XXI. Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at
Company’s website at http://kiranprintpack.wix.com/kiran/

XXII. Foreign Exchange Earnings / Outgo

The Company has neither incurred any expenditure nor earned any income in foreign exchange.

XXIII. Corporate Social Responsibility (CSR)

As per Section 135 of the Companies Act, 2013 every Company having net worth of Rs.
500 Crores or more or Turnover of Rs.1,000 Crores or more or Net Profit of Rs. 5 Crores
is required to constitute CSR committee.

However, your Company has not developed or implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable to the Company.

XXIV. 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 provide focused people attention are currently underway.
Your Company thrust is on the promotion of talent internally through job rotation and job
enlargement.

XXV. Disqualification of Directors

During the year 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 that none of the
Directors of your Company is disqualified to hold office as director and debarred from holding
the office of a Director.

XXVI. Vigil Mechanism

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for
Directors and employees of the Company to report concerns about unethical behavior,
actual or suspected fraud or violation of the company's code of conduct or ethics policy. The
Vigil Mechanism Policy has been uploaded on the website of the Company at http://
kiranprintpack.wix.com/kiran/.

XXVII. Insider Trading

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The Insider Trading Policy of the company lays down guidelines and
procedure to be followed, and disclosure to be made while dealing with shares of the
company as well as consequences of violation. The policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the highest ethical
standards of dealing in the company's shares. The Company had in place a Code of Conduct
for Prevention of Insider Trading and Corporate Disclosure Practices, in accordance with
the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Accordingly, the Board approved and adopted:

a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive

Information; and

b) Code for Fair Disclosures and Conduct the codes referred above is placed on the
Company's website http:// kiranprintpack.wix.com/kiran/.

XXVIII. Related Party Transactions

All Related Party Transactions were done on an arm’slength basis and in the ordinary
course of business. During the financial year under review were on an arm’s length basis
and in ordinary course of business. Further, these contracts / arrangements / transactions
with related parties could not be considered material in nature as per the thresholds given
in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 except for
which disclosure is given in Form AOC-2 Annexure-II in this regard.

The Board of Directors of the Company has reviewed the Policy on Related Party
Transactions on 1st February, 2025 and amended pursuant to the SEBI Notification No.
SEBI/ LAD-NRO/GN/2024/218 dated 12th December 2024 vide SEBI (LODR)(3rd
Amendment) Regulations, 2024. The amended policy on Related Party Transactions, as
approved by the Board, may be accessed on the Company’s website at the link:
Related-
Party-Transaction- Policy.pdf

The details of Related Party Transactions, as required under Indian Accounting Standard-
24 (Ind AS-24), are provided in the accompanying Financial Statements forming part of
this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure-
II” to this Report.

XXIX. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186
of the Companies Act, 2013 are given in the Notes to the Financial Statements.

XXX. Statement indicating development and implementation of a risk management
policy for the company including identification therein of elements of risk, if any,
which in the opinion of the Board may threaten the existence of the company
:

Your company understands that risk evaluation and risk mitigation is a function of the board
of directors of the company. The Board is fully committed to developing a sound system for
identification and mitigation of applicable risks—viz., systemic and non-systemic—on a
continuous basis. The board is of the opinion that at present, there are no material risks that
may threaten the very existence and functioning of your company.

XXXI. Audit Trail Applicability (Audit and Auditors) Rules 2014 - Rule 11 of the
Companies Act 2013:

The Company has used accounting software for maintaining its books of account for the
financial year ended March 31st , 2025 which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant transactions recorded
in the software’s.

XXXII. Disclosures under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received, disposed off and
pending beyond 90 days during the year:

No. of complaints received: NIL

Number of complaints disposed off: NIL

Number of complaints pending beyond 90 days: NIL

The above reflects the Company's commitment to timely and effective redressal of complaints.

XXXIII. Compliance With the Maternity Benefit Act, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is
committed to ensuring a safe, inclusive, and supportive workplace for women employees.
All eligible women employees are provided with maternity benefits as prescribed under the
Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection
from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.

XXXIV. Gender-Wise Composition of Employees:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the March 31st , 2025.

Male Employees: 1

Female Employees: 2

Transgender Employees: 0

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture
and equal opportunity for all individuals, regardless of gender.

XXXV. Downstream Investment:

The Company neither have any Foreign Direct Investment (FDI) nor invested as any
Downstream Investment in any other Company in India.

XXXVI. Details of significant & material orders passed by the regulators or courts
or tribunal impacting the going concern status and company’s operation in future

During the year under review there was no such orders passed by the regulators or courts or
tribunals impacting the going concern status and company’s operations in future.

XXXVII. The Details of Difference Between Amount of the Valuation Done at the
Time of One Time Settlement (Ots) and the Valuation Done While Taking Loan.

Pursuant to Section 134(3)(q) of the Companies Act read with Rule 8(5)(xii) of Companies
(Accounts) Rules, 2014,the Company has not made any OTS with the banks /financial
institutions during the year under review, hence,no valuation was done

XXXVIII. Board 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 Act and the corporate
governance requirements as prescribed by Securities and Exchange Board of India under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition and structure, effectiveness
of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board of Directors of the Company and the Nomination and Remuneration Committee
reviewed the performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like preparedness
on the issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors,
performance of the Board as a whole and performance of the Chairman was evaluated, taking
into account the views of executive directors and non-executive directors. The same was
discussed in the Board meeting that followed the meeting of the independent Directors, at
which the performance of the Board, its committees and individual directors was also discussed.

XXXIX. Corporate Governance

In terms of Clause 15(2)(a) of SEBI(LODR) Regulations, 2015 the compliance with the
Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i)
of sub regulation (2) of Regulation 46 and para C, D and E of schedule V are not applicable
to the Company. However, the Company has been observing best corporate governance
practices and is committed to adhere to the Corporate Governance requirements on-going
basis.

Corporate Governance is an ethically driven business process that is committed to values aimed
at enhancing an organization’s brand and reputation. This is ensured by taking ethical business
decisions and conducting business with a firm commitment to values, while meeting
stakeholders’ expectations. It is imperative that our company affairs are managed in fair and
transparent manner. This is vital to gain and retain the trust of our stakeholders. A report on a
Corporate Governance is appended to this report.

XL. Ratio of Remuneration

The information required pursuant to Section 197(12) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors
is furnished hereunder:

Ratio of remuneration of each director to the median remuneration of the employees of the
company and Percentage increase in remuneration of each Director and Key Managerial
Personnel for the financial year ended March 31st , 2025:

Name and Designation

Remuneration F.Y.
2024-25

% increase from the
previous year

Mr. Karan Kamal Mohta
(Executive Managing
Director)

1,680

6.66

Mrs. Sudha Mohta
(Executive Director and
CFO)

1,344

6.66

Ms. Chandni Shah
(Company Secretary &
Compliance Officer)

360

140

The particulars of the employees as required under Rule 5(2) and Rule 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to
the Company as none of the employees of the Company was in receipt of remuneration as
prescribed under the said Rules.

XLI. Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.

XLII. Share Transfer System

All share transfer, dematerialization and related work is managed by Registrar and Share
Transfer Agent (RTA). M/s MUFG Intime India Private Limited (Formerly Link Intime
India Private Limited), is your Company's RTA. All share transfer requests, demat/remat
requests, correspondence relating to shares i.e. change of address, Power of Attorney, etc.
should be addressed to the registrar and transfer agents.

XLIII. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Schedule V of the SEBI
(Listing Obligation and Disclosure Requirements) Regulation, 2015 forms part of this report.

XLIV. Annual 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 Act and Listing
Regulations. The performance of the Board was evaluated after seeking inputs from all the
Directors based on criteria such as the composition of the Board and its committee,
effectiveness of board processes, information and functioning, etc.

In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Managing Director of the Company was evaluated,
taking into account the views of the Executive Director and Non-Executive Directors.

XLV.Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company
to which the financial statements relate and the date of the report

a. Changes in the Composition of the Board of Directors:

a. On Basis of the recommendation of members of Nomination and Remuneration
Committee, the Board of Directors in the meeting held on 12th August, 2025 Approved
the appointment of Mr. Bharat Saboo, (DIN: 0317775) as a Non-Executive Independent
Director on the Board of the Company
w.e.f 12th August, 2025 to hold office up to the
ensuing Annual General Meeting of the Company, subject to ratification by members of
the Company for his appointment as Independent Director for a term of Five (5) years

b. On Basis of the recommendation of members of Nomination and Remuneration
Committee, the Board of Directors in the meeting held on 12th August, 2025 Approved
the appointment of Mr. Sunil Kumar Sarda, (DIN: 08267727) as a Non-Executive Director
on the Board of the Company
w.e.f 12th August, 2025 subject to the approval of the
shareholders at the ensuing Annual General Meeting.

b. Reconstitution of Committees:

The Board has approved the reconstitution of the following Committees with effect from
12th August, 2025

Audit Committee:

Name of
Director

Director Identification
Number (DIN)

Category

Designation

Mr.

Vinodkumar

Bajranglal

Dalmia

03018994

Chairperson

Non-Executive-
Independent Director

Mrs. Sudha
Mohta

01418054

Member

Executive Director, CFO

Mr. Bharat

03177753

Member

Non-Executive-

Saboo

Independent Director

Nomination and Remuneration Committee:

Name of
Director

Director Identification
Number (DIN)

Category

Designation

Mr.

Vinodkumar

Bajranglal

Dalmia

03018994

Chairperson

Non-Executive-
Independent Director

Mr. Bharat
Saboo

03177753

Member

Non-Executive-
Independent Director

Mr. Sunil

Kumar

Sarda

08267727

Member

Non-Executive Director

Stakeholder Relationship Committee:

Name of
Director

Director Identification
Number (DIN)

Category

Designation

Mr. Bharat
Saboo

03177753

Chairperson

Non-Executive-
Independent Director

Mr.

Vinodkumar

Bajranglal

Dalmia

03018994

Member

Non-Executive-
Independent Director

Mr. Sunil

Kumar

Sarda

08267727

Member

Non-Executive Director

XLVI. Directors Responsibility Statement

According to the provisions of section 134(3)(c) of the Companies Act, 2013, the directors
confirm that:

i. in the preparation of annual accounts for the financial year ended 31st March, 2025, the
applicable accounting standards read with requirements set out under Schedule III to the Act,
have been followed and there are no material departures from the same;

ii. the accounting policies as selected are consistently applied and made judgments and estimates
that are reasonable and prudent manner so as to ensure true and fair view of the state of
affairs of the Company as at 31st March, 2025 and of the loss of the Company for the year
ended on that date;

iii. adequate accounting records are maintained in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

iv. financial statements have been drawn up on a going concern basis;

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

vi. the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

XLVII. General

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

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

b. The Company does not have any scheme of provision of money for the purchase of its
own shares by employees or by trustees for the benefit of employees;

c. No fraud has been reported by the Auditors to the Audit Committee or the Board.

d. There are no shares lying in demat suspense account/unclaimed suspense account. Hence
no disclosure is required to be given for the same.

e. The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions of section 135 of the Companies Act, 2013 along with Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

XLVIII. Conservation of energy, technology absorption and foreign
exchange earnings and outgo:

The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as follows:
A) Conservation of energy

(i)

he steps taken or impact on conservation of energy

-

(ii)

he steps taken by the company for utilizing
ilternate sources of energy

-

(iii)

he capital investment on energy conservation
equipment’s

-

B) Technology absorption

(i)

he efforts made towards technology absorption

-

(ii)

he benefits derived like product improvement, cost
eduction, product development or import
ubstitution

lii)

n case of imported technology (imported during the
ast three years reckoned from the beginning of the
inancial year)-

a) the details of technology imported

-

b) the year of import;

-

whether the technology been fully absorbed

-

d) if not fully absorbed, areas where absorption has
ot taken place, and the reasons thereof

-

iv)

he expenditure incurred on Research and
evelopment

-

Your Company does not carry on any business which requires or where the conservation
of energy or technology absorption is mandatorily required.

XLIX. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).

L. Details of Application made or proceeding pending under insolvency and
Bankruptcy Code, 2016

During the year under review, pursuant to Section 134(3) (q) of the Companies Act, 2013
read with Rule 8(5)(xi) of Companies (Accounts) Rules,2014, there was no applications /
proceedings under insolvency and bankruptcy code, 2016 has been initiated against the
Company.

LI. Acknowledgment

Your directors wish to thank the stakeholders of the company for their continued support
and cooperation and employees for their dedication and the excellence they have displayed
in conducting the business operations of the company.

Registered Office: For and on behalf of the Board

Kiran Print Pack Limited

W- 166 E, TTC Industrial Area Midc Pawane,

Thane, Navi Mumbai - 400709.

Managing Director Director/CFO

Mr. Karan Mohta Mrs.Sudha Mohta

DIN:02138590 DIN: 01418054

Date: 29/08/2025
Place: Mumbai


 
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