Kay Power & Paper Ltd Directors Report

Dear Members,

Your directors take pleasure in presenting the Thirty-Fourth (34th) Annual Report on the business and operations of your Company and Audited Standalone and Consolidated Financial Statement for the year ended 31st March 2025.

FINANCIAL RESULTS:

(Rs. in lacs)

	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Financial Year
Revenue from operations (Net)	4043.59	3607.72	4043.59	-
Other Income	242.12	259.27	242.12	-
Total Revenue	4285.71	3866.99	4285.71	-
Less: Expenses				-
Cost of material consumed	2976.21	2595.86	2976.21	-
Changes in Inventories of finished Goods & Work in Progress	-18.39	-14.22	-18.89	-
Manufacturing Expenses	724.90	663.07	724.90	-
Employee Benefit Cost	132.50	97.76	132.50	-
Finance cost	-0.99	-1.01	0.99	-
Depreciation and amortization Expenses	143.92	156.14	143.92	-
Other Expenses	215.54	219.07	940.44	-
Total Expenses	4173.19	3716.67	4173.19	-
Exceptional Items	0.00	0.00	0.00	-
Net Profit Before Tax	112.52	150.31	112.52	-
Less:- Income tax provision	0.00	0.00	0.00	-
Net Profit After Tax	112.52	150.31	112.52	-

OPERATIONS:

During the year under review, the paper division produced 12797.325 MT. of Kraft Paper as against 12804.205 MT in the previous year..

The Company achieved total sales of ?4,043.59 lakhs during the year under review, as compared to ?3,607.72 lakhs in the previous year, registering a notable year-on-year growth.

In the consolidated financial statements for FY 2024-25, no revenue has been recognized from the wholly owned subsidiary, M/s. Satara Aerospace and Defence Industrial Park Private Limited, as the subsidiary was incorporated on 5th June 2024 and did not undertake any revenue-generating operations during the year. Consequently, there is no difference in revenue figures between the standalone and consolidated financial statements for the reporting period.

PROSPECTS:

The Company has established a strong and widespread dealer network across Western and Southern India for the sale of its paper products. It continues to focus on expanding and deepening this network to enhance market penetration and secure new orders for Kraft paper. During the year, the Company was able to sell its entire production without any inventory overhang, indicating consistent demand and efficient supply chain management.

The Company offers a diverse range of Kraft paper products, ranging from 80 GSM to 180 GSM, catering to varied customer needs across sectors such as food packaging, e-commerce, industrial wrapping, and corrugated box manufacturing. This product flexibility enables the Company to serve a broad customer base and quickly adapt to evolving market demands.

The market for Kraft paper has shown strong signs of recovery and sustained growth, particularly in the industrial and sustainable packaging sectors. With growing environmental awareness and increasing regulatory restrictions on plastic and wood- based packaging, Kraft paper has emerged as a preferred eco-friendly alternative. This trend is expected to accelerate, creating favorable market conditions for the Companys core products.

RESERVE AND SURPLUS

An amount of 112.52 lakhs is proposed to be retained in the surplus under Reserves and Surplus for the financial year 2024-25. This retention will strengthen the Companys internal accruals and support future business needs, including working capital requirements and potential investments.

STATEMENT ON RISK MANAGEMENT POLICY:

In compliance with the provisions of the Companies Act, 2013, the management of the Company has duly adopted a Risk Management Policy. The policy outlines a structured approach to identifying, assessing, and mitigating various risks that could potentially impact the Companys operations or threaten its long-term sustainability.

The management has taken adequate measures to ensure the effective implementation of this policy by identifying key risk areas, including operational, financial, regulatory, and strategic risks. Appropriate mitigation strategies have been put in place to address these risks and safeguard the Companys interests.

DIVIDEND:

In view of the modest profit for the year and the accumulated losses carried forward from previous years, the Board of Directors has decided not to recommend any dividend for the financial year 2024-25. This decision is in line with the Companys focus on preserving resources and strengthening its financial position.

MATERIAL CHANGES AND COMMITMENT

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year and the date of this report. The financial position of the Company remains stable during this period.

NATURE OF BUSINESS

There has been no change in the nature of the Companys business during the financial year under review. The Company continued to operate in its existing line of business without any diversification or restructuring.

DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposits from the public in terms of Sections 73 and 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are not applicable to the Company during the financial year under review. Accordingly, the Company has not developed or implemented any CSR initiatives for the said period.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the financial year under review, the Company has not made any loans, given any guarantees, or made any investments that fall within the scope of Section 186 of the Companies Act, 2013, requiring compliance.

However, the Company has made investments and extended a loan to its wholly owned subsidiary, which is exempt from the provisions of Section 186 pursuant to the exemptions provided under the Act. Accordingly, no disclosure under Section 186 is applicable for the said transactions.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, the Company has entered into material contracts/arrangements with related parties, which required prior approval of the Board and/or shareholders, in accordance with the provisions of Section 188(1) of the Companies Act, 2013 and applicable rules.

In compliance with Section 188(2) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the prescribed disclosure in Form AOC-2 is appended to this Boards Report as Annexure I.

The Policy on Related Party Transactions (RPT), as approved by the Board of Directors, is available on the Companys website at: www. kaypowerandpaper.com.

The Policy is designed to ensure that appropriate procedures are in place for reporting, reviewing, approving, and disclosing all transactions entered into between the Company and its related parties. It aims to address any actual or potential conflict of interest that may arise in such transactions.

All related party transactions are placed before the Audit Committee for prior review and approval. For transactions that are repetitive in nature and entered into in the ordinary course of business and at arms length, the Company obtains prior omnibus approval from the Audit Committee, in accordance with applicable provisions.

Additionally, all related party transactions are subject to independent verification by the statutory auditors to ensure compliance with the relevant provisions of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your directors draw attention to Note No. 32 of the financial statements, which contains the details of related party transactions entered into during the financial year under review.

SUBSIDIARY COMPANY

During the year under review, the Company incorporated a wholly owned subsidiary, M/s. Satara Aerospace and Defence Industrial Park Private Limited, on 5th June 2024.

The wholly owned subsidiary is primarily engaged in the development of an industrial park with comprehensive infrastructure facilities, including land development, construction of civil structures, internal roads, power and water supply systems, warehousing, logistics support, built-to-suit factory buildings, and related construction services. Additionally, it aims to provide consultancy services for setting up industrial units, liaising with statutory authorities, as well as offering support services such as security, parking, food courts, sewerage and effluent treatment systems, telecom infrastructure, and other ancillary maintenance facilities.

As of 31st March 2025, no significant operational activities were carried out by the subsidiary, and there has been no material change in the nature of its business.

A report on the performance and financial position of the subsidiary in the prescribed format Form AOC-1, as required under the proviso to Section 129(3) of the Companies Act, 2013, forms part of this Annual Report as Annexure II.

The said subsidiary does not qualify as a “material subsidiary” in terms of Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, the Company advanced a sum of 9.21 Crores to its subsidiary company. The said amount was further advanced by the wholly owned subsidiary towards the purchase of land from a company in which certain Directors of the Company are interested.

This transaction was undertaken in compliance with the applicable provisions of the Companies Act, 2013, and the relevant rules made thereunder. Necessary disclosures in this regard have been made in the notes to accounts of both the standalone and consolidated financial statements.

The Consolidated Financial Statements (CFS) of the Company have been prepared in accordance with the applicable Accounting Standards (AS), and form an integral part of this Annual Report. The audited financial statements of the subsidiary are included within the CFS and have been presented in Form AOC-1 as a separate annexure II.

Pursuant to Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company, along with the audited financial statements of the subsidiary and other relevant documents, are available on the Companys website at www. kaypowerandpaper.com.

JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any joint venture or associate companies.

FINANCIAL STATEMENTS:

The audited Standalone and Consolidated Financial Statements of the Company, which form an integral part of this Annual Report, have been prepared in compliance with the applicable provisions of the Companies Act, 2013, and in accordance with:

• Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• The applicable provisions of the Indian Accounting Standards (Ind AS), including Ind AS 110 - Consolidated Financial Statements, as prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

These financial statements present a true and fair view of the financial position and performance of the Company and its subsidiary for the financial year ended 31st March 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel:

• Mr. Anilkumar Govind Bidkar (DIN: 10639665) and Mr. Satish Laxman Pharande (DIN: 03516332) were appointed as Non-Executive Independent Directors of the Company for a first term of five consecutive years, commencing from the conclusion of the 33rd Annual General Meeting and continuing up to the conclusion of the 38th Annual General Meeting, to be held in the financial year 2029. Their appointments were recommended by the Nomination and Remuneration Committee, approved by the Board of Directors, and subsequently ratified by the shareholders through ordinary resolutions passed on 23rd September 2024.

• Mr. Kaustubh Wadikar (DIN: 06772587) and Mr. Sandeep Shahapurkar (DIN: 06919724) successfully completed their second consecutive term of five years each as Independent Directors on 23rd September 2024. Accordingly, they ceased to be Directors with effect from the close of business hours on the same date. The Board places on record its deep appreciation for their valuable contributions and guidance during their tenure.

• Mrs. Deepa Agarwal, Director of the Company, retires by rotation at the ensuing Annual General Meeting, and being eligible, has offered herself for reappointment. The Board recommends her re-appointment for the approval of the members. The necessary resolution is being put in the notice of ensuring Annual General Meeting for consideration and approval of members of the company.

• During the year under review, the Company re-appointed the Chief Financial Officer (CFO) with effect from 13th November 2023, based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors meeting held on 28th May 2024, in accordance with the provisions of the Companies Act, 2013.

There were no other changes in the Key Managerial Personnel during the financial year.

Furthermore, during the financial year ended 31st March 2025, none of the Directors on the Board have been debarred or disqualified from being appointed or continuing as Directors by the Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs (MCA), or any other statutory authority.

CHANGES IN CAPITAL STRUCTURE

During the financial year under review, the following changes took place in the capital structure of the Company:

• On 18th March 2024, the Shareholders approved the issue of2,59,00,000 (Two Crore Fifty-Nine Lakh) convertible warrants on a preferential basis to promoters and nonpromoters. Each warrant carries the option to convert into one equity share at a price of 30.10 per warrant (comprising 10 face value and 20.10 premium), within a period of 18 months from the date of allotment. In-principle approval for the said issuance was received from BSE Limited, vide approval no. LOD/PREF/AB/ FIP/32/2024-25 dated 4th April 2024.

• Subsequently, on 15th April 2024, the Company allotted 2,59,00,000 convertible warrants on a preferential basis to the respective allottees.

• On 2nd July 2024, 1,13,00,000 equity shares were allotted upon conversion of warrants, following receipt of the requisite consideration.

• Further, on 7th August 2024, an additional 1,50,000 share warrants were converted into equity shares, leading to a corresponding increase in the paid-up share capital.

As a result of the above allotments, the paid-up equity shares capital of the Company increased from 10,64,00,000 to 22,09,00,000.

Utilization Of Funds

The funds raised through the preferential issue of warrants and conversion thereof have been utilized for the purposes stated in the offer, and there has been no deviation or variation in the utilization of proceeds. These actions were undertaken in compliance with applicable laws and regulatory requirements and have significantly strengthened the capital base of the Company to support its future growth initiatives.

Outstanding Warrants

Out of the total 2,59,00,000 convertible warrants allotted on a preferential basis, 1,44,50,000 warrants remain outstanding as on the date of this report. These warrants are required to be converted into equity shares on or before 15th October 2025, in accordance with the terms of the issue. Upon full conversion, the paid-up equity share capital of the Company is expected to increase by approximately 14.45 crores.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors is required to monitor and review the Board evaluation framework. The Act also mandates that a formal annual evaluation be carried out by the Board of its own performance, that of its committees, and of individual directors.

Accordingly, during the year under review, the evaluation of the performance of the Board as a whole, its committees, and individual Directors was conducted, based on the criteria and framework approved by the Board, covering various aspects such as composition, effectiveness, structure, participation, decisionmaking, and overall functioning.

The evaluation process has been detailed in the Corporate Governance Report, which forms part of this Annual Report. The Nomination and Remuneration Committee collated the evaluation results, which were reviewed and approved by the Board.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:

The Company had 7 (Seven) Board meetings during the financial year under review (15.04.2024, 28.05.2024, 02.07.2024, 07.08.2024, 12.08.2024, 13.11.2024, and 12.02.2025). The details of attendance of the Directors at these meetings are provided in the Corporate Governance Report, which forms part of this Annual Report. The interval between any two consecutive meetings was within the statutory limit prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

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

(b) We 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 31st March 2025 and of the profit and loss of the company for that period;

(c) We have 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;

(d) We have prepared the annual accounts on a going concern basis; and

(e) We have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

AUDITORS:

During the under review, M/s. Godbole & Company (M. No. 104822), Chartered Accountants, Satara, resigned as Statutory Auditors of the Company with effect from 6th August 2024.

Subsequently, M/s. R Y Kulkarni & Associates (M. No. 036596), Chartered Accountants, Pune, were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 33rd Annual General Meeting held on 23rd September, 2024, to hold office from the conclusion of the said meeting until the conclusion of the 38th Annual General Meeting of the Company to be held in the year 2029 (for the financial years 2024-25 to 2028-29).

AUDITORS REPORT:

The observations of the Auditors report read with the relevant notes thereon are selfexplanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013. Auditor did not report any frauds under sub-section (12) of section 143 of the Companies act 2013.

SECRETARIAL AUDITOR

In accordance with the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, and in compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended by the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12th December 2024, and SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2024/130 dated 31st December 2024, a person shall be eligible for appointment as the Secretarial Auditor of a listed entity only if such person is a qualified Company Secretary, registered with the Institute of Company Secretaries of India (ICSI), holds a valid Peer Review Certificate issued by the Peer Review Board of ICSI, and has not incurred any of the disqualifications as may be specified by SEBI.

Further, based on the above provisions, a listed entity shall, on the recommendation of its Board of Directors, appoint or re-appoint a Secretarial Auditor for not more than one term of five consecutive years, or a Secretarial Audit Firm as Secretarial Auditor for not more than two terms of five consecutive years, with the approval of shareholders at the Annual General Meeting.

The Board of Directors, at its meeting held on 12^th August 2025, recommended the appointment of M/s. Neha Doshi & Co., Practicing Company Secretaries, as the Secretarial Auditor of the Company for a term of five years, from the financial year 2025-26 to the financial year 2029-30, subject to the approval of shareholders at the ensuing 34th

Annual General Meeting. The necessary resolution has been included in the Notice of the 34th Annual General Meeting for the consideration of the members.

M/s. Neha Doshi & Co. were the Secretarial Auditors of the Company for the financial year 2024-25, and the Secretarial Audit Report for FY 2024-25 forms part of this Annual Report as Annexure III to the Boards Report.

SECRETARIAL AUDITORS REPORT

The observations of the Secretarial Audit report are self-explanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013.

CORPORATE GOVERNANCE:

Pursuant to regulation 34(4) of SEBI Listing Obligations and Disclosure Requirements (LODR) regulation 2015, report on Corporate Governance along with Auditors certificate on its compliance is attached as Annexure IV to this report.

ANNUAL RETURN:

Pursuant to the provisions of sub section 3 of Section 92 of the Companies Act, 2013, a copy of Annual Return for the financial year 2024-25 is available on the website of the Company at www.kaypowerandpaper.com/reports.asp

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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 disclosures.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future

COST AUDITORS

As per the companies (Cost Records and Audit) Amendment Rules 2014, the company is exempted from cost audit from the financial year 2015-16. Hence the company has not appointed a cost auditor for the financial year 2024-25.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Subsection (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the relevant information pertaining to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are enclosed as Annexure Vto the Boards report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of 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 appended as Annexure VIto the Boards report.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and pursuant to regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors and is available on companys website on link - www. kaypowerandpaper.com

LISTING OF EQUITY SHARES:

The Equity Shares of your Company are listed on BSE Ltd., where the same are traded regularly and confirm that company has paid the listing fees for the financial year 2024-25.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy (the Policy) in compliance with the Companies Act 2013 and Listing agreement, to enable employees, customers, agents, dealers, suppliers and other vendors that conduct business with Kay Power and Paper Limited to raise concerns and complaints about fraudulent practices.

Under the Policy, the concerns/ complaints pertaining to General Managers and Mangers should be raised before the Chairman of Audit Committee and concerns against other Employees should be addressed to the Vigilance officer and confirm that no personnel have been denied access to the audit committee.

The Company has designated the Manager, Mr. Prasanna Kulkarni, as the Vigilance officer and has created the following email accounts for facilitating the raising of such concerns.

Chairman of Audit Committee- chairmanauditcommittee@gmail.com Vigilance officer - prasannaskulkarni19@ gmail.com

The Company aims to propagate a culture for maintaining the highest standard of conduct and professionalism and therefore this Policy is implemented in furtherance of the Code of Conduct of the Company.

The details of establishment of such mechanism have also been disclosed on company website on following link - http:// www.kaypowerandpaper.com/download/ Annoncement-KPPL.pdf

COMMITTEES OF THE BOARD

Currently, the Board has four committees: the audit committee, nomination and remuneration committee, stakeholders relationship committee, and risk Management committee. The role and responsibilities and composition of the aforesaid committees are mentioned in the corporate governance report section in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A comprehensive Management discussion and analysis Report is appended as Annexure VII, forming a part of the Corporate Governance is part of this Annual Report

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during F.Y. 2024-25.

DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from Banks and Financial Institutions.

ACKNOWLEDGEMENT:

Your directors appreciate the valuable contribution of employees at all levels. Your directors place on records their gratitude for the co-operation received from Maharashtra State Electricity Distribution Company Ltd., IDBI Bank Ltd., HDFC Bank Ltd, Suppliers, Customers and Shareholders of the Company and look forward to their continuous support in coming years.

For and on behalf of the Board of Directors	NIRAJ CHANDRA
23-31,36-57,64-79,112-117	DIN: -00452637
Place: Satara
Date: 12th August 2025