Kanpur Plastipack Ltd Directors Report

Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the FY 2025-26 are annexed as Annexure B which forms part of this Report.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure C which forms part of this Report.

M/s Rajiv Mehrotra & Associates (FRN: 002253C), Chartered Accountants, were appointed as Statutory Auditors of your Company for a period of 5 years in the Annual General Meeting held on 02/09/2022 till the conclusion of 56^th Annual General Meeting to be held in the year 2027.

The Audit Report from the Statutory Auditors forms part of this Annual Report. The said report does not contain any qualification, reservation or adverse remark.

As per Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014, the Company, is required to maintain and audit its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Rakesh Misra & Company, Cost Accountants as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending 31^st March, 2027. Under Section 139(1) of the Act and the Rules framed thereunder, M/s Rakesh Misra & Company has furnished a certificate of their eligibility and consent for appointment.

The Board on recommendations of the Audit Committee has approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at the ensuing AGM. The resolution, accordingly, placed in the notice of Annual General Meeting for consideration and approval of the Members at the ensuing Annual General Meeting.

The cost audit report for the FY 2025-26 will be filed within the stipulated time.

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), M/s Adesh Tandon & Associates, Practicing Company Secretaries (CP. No. 1121, Peer Review Certificate no.: 6778/2025), a Practicing Company Secretary was appointed as the Secretarial Auditors of the Company from Financial Year 01^st April, 2025 to 31^st March, 2030.

The Secretarial Audit Report for the FY 2025-26, as placed by the Auditor, is annexed with this Report as Annexure D. There was no qualification, reservation or adverse remark made by the Auditor in their respective report.

During the year under review M/s S N Saraogi & Associates, Chartered Accountants were the Internal Auditors of the Company. Their reports were placed before the Audit Committee of the Company from time to time.

The Company has adequate system of internal control with reference to the financial statements. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Company ensures proper and adequate systems and procedures commensurate with its size and nature of its business.

As per the requirement of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return for the year 2025-26 has been placed on the website of the Company. The weblink of the same is https:/www.kanplas. com/en/corporate-governance.

The Equity Shares of the Company are listed with National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). We confirm that the Annual Listing Fees for the financial year 2026-27 have been paid within the stipulated time to both the Stock Exchanges.

During the FY 2025-26, the Company has transferred a sum of 5,15,288.00 which represent the unclaimed dividend for the financial year 2017-18 and 36,566 Equity Shares to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013 and rules made thereunder

The Company has zero tolerance towards sexual harassment at the workplace and towards this, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. All employees (permanent contractual, temporary, trainees) are covered under the said policy. During the FY 2025-26, the Company has not received any complaint of sexual harassment and the details in this regard are given hereunder:

(a) number of complaints of sexual harassment received in the year: NIL

(b) number of complaints disposed off during the year: NIL

(c) number of cases pending for more than ninety days: NIL

During the year under review, the Company has ensured full compliance with the provisions of the Maternity Benefit Act, 1961. The Company remains committed to upholding the rights and welfare of its female employees by providing all statutory maternity benefits and other entitlements as mandated under the Act.

In terms of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors of your Company have constituted a CSR Committee the details of which are given in Corporate Governance Report. CSR Committee of the Board has developed a CSR Policy which is enclosed as part of this report Annexure-E.

Annual report on CSR as required under Rule 8(1) of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed with this report as Annexure F.

During the year, your Company has not made any Loan or given any Guarantees to any parties covered under section 185. The details of investments are given under note 4 and 8 of the Financial Statements. However, the investments made does not exceed the limits as prescribed under Section 186 of the Companies Act, 2013.

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and

Regulations 34 (3) and 53 (f) of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

During the year under review no complaint was received by the Audit Committee under the Whistle Blower Policy.

The Company has a well-defined Risk Management Policy in place, under which the management maintains close and continuous oversight of both domestic and international markets relevant to the Companys products and raw material requirements. This includes monitoring socio-economic developments, global trade dynamics, and currency fluctuations to proactively identify and mitigate potential risks.

The Board of Directors is regularly apprised of key risk exposures, along with the corresponding assessment and mitigation strategies. The Board, in turn, provides guidance and approves appropriate plans for risk minimization and ensures that necessary steps are taken for effective implementation and monitoring of these plans.

At present, there are no risks identified by the Board that are deemed to threaten the Companys existence. However, the Company, in its normal course of business, continues to manage operational risks such as fluctuations in foreign exchange rates and raw material prices, which are monitored and addressed on an ongoing basis.

No material changes or commitments which may affect the financial position of the Company have been occurred between the end of the financial year of the Company and the date of this report.

Your Company has adopted Indian Accounting Standards (Ind- AS) with effect from 1^st April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16^th February, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015.

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors conducts an annual evaluation of its own performance, that of its Committees, and individual Directors. The Board has also formulated a structured evaluation framework and defined criteria for assessing the performance of each Director, which forms the basis of this evaluation process.

The evaluation of the Board, its Chairman, and Whole-time Directors is carried out with reference to the Companys performance, the effectiveness of the Board in providing strategic direction, and its role in overseeing the implementation of key business objectives. The performance of Non-Executive and Independent Directors is assessed based on their contribution to governance practices, quality of deliberations, and the value they bring to the Boards decision-making process.

The Committees of the Board are evaluated on the basis of their effectiveness in discharging their respective roles and responsibilities and their contribution to the overall functioning of the Board.

During the year under review, the Company has entered into certain transactions with related parties. All related party transactions entered into during the year were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such transactions were placed and approved by the Audit Committee.

There are no material related party transactions with Promoters, Directors, Key Managerial Personnel (KMP), or their relatives that may conflict with the interests of the Company at large.

Prior omnibus approval of the Audit Committee is sought on an annual basis for related party transactions of a repetitive nature. A statement detailing all related party transactions is presented to the Audit Committee and the Board of Directors on a quarterly basis, specifying the nature, value, and terms and conditions of the transactions.

Disclosure as required under Section 134(3)(h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in form AOC-2, is not applicable as all the contracts entered by the Company during the year were on arms length basis and there was no material contract or arrangement.

The policy to deal with the related party transactions is uploaded on the companys website. The weblink of the same is https://www.kanplas.com/en/policies

The Company follows a well-structured governance framework with an appropriate mix of Executive and Independent Directors, ensuring independence of the Board and clear demarcation between governance and management roles.

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Nomination and Remuneration Committee (NRC). The NRC plays a key role in overseeing the composition of the Board and senior management, and in ensuring that remuneration practices are aligned with performance and governance standards.

The Committee, inter alia:

• reviews the composition and size of the Board in line with business requirements;

• recommends and evaluates remuneration of the Managing Director and Whole-time Directors based on individual and Company performance; and

• formulates and periodically reviews the remuneration policy for Directors, Key Managerial Personnel, and senior management, taking into account industry benchmarks and best governance practices.

The Remuneration Policy, outlining the criteria for appointment and remuneration of Directors, Key Managerial Personnel and senior management personnel, is annexed to this Report as Annexure G.

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

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Directors have devised proper systems and processes to ensure effective compliance, and these systems have been found to be adequate and operating effectively.

Your Company places high importance on maintaining transparent and continuous engagement with its investors. During the year under review, the Company actively interacted with its investors through:

• One-on-one meetings

• Group conference calls

• Post-results earnings calls

• Investor presentations and reports

These interactions were aimed at providing accurate and timely disclosures about the Companys performance, strategy, and outlook. The transcripts and recordings of these sessions were made available on the Companys website under the "Investor Desk" section at: https:www.kanplas.com/investors-desk.

Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: -

i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) 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 period;

iii) the Directors had taken proper and sufficient care 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;

iv) the Directors had prepared the Annual Accounts of the Company on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) 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.

Your Directors express their sincere gratitude to the Companys bankers, financial institutions, government and regulatory authorities, customers, business associates, and all other stakeholders for their continued support, cooperation, and confidence in the Company during the year under review.

The Board also places on record its deep appreciation for the dedication, commitment, and hard work of all employees· officers, staff, and workmen·whose collective efforts, professionalism, and resilience have been instrumental in driving the Companys growth, operational excellence, and overall performance.

The Directors further thank the shareholders for their continued trust, confidence, and unwavering support in the Companys vision and long-term growth journey.