Dear Members,
Your directors take pleasure in presenting the Thirty-Fifth (35th) Annual Report on the business and operations of your Company and Audited Financial Statement for the year ended 31st March 2026.
FINANCIAL RESULTS:
| Particulars | Standalone 2025-26 | Standalone 2024-25 | Consolidated 2025-26 | Consolidated 2024-25 |
| Revenue from operations (Net) | 2438.04 | 4043.59 | 2438.04 | 4043.59 |
| Other Income | 54.68 | 242.12 | 54.68 | 242.12 |
| Total Revenue | 2492.72 | 4285.71 | 2492.72 | 4285.71 |
| Less: Expenses | ||||
| Cost of material consumed | 1417.24 | 2976.21 | 1417.24 | 2976.21 |
| Changes in Inventories of finished Goods & Work in Progress | 24.66 | -18.89 | 24.66 | -18.89 |
| Manufacturing Expenses | 478.47 | 724.90 | 478.47 | 724.90 |
| Employee Benefit Cost | 142.89 | 132.50 | 142.89 | 132.50 |
| Finance cost | 0.16 | -0.99 | 0.16 | -0.99 |
| Depreciation and amortization Expenses | 200.97 | 143.92 | 200.97 | 143.92 |
| Other Expenses | 127.32 | 215.54 | 127.32 | 215.54 |
| Total Expenses | 2391.70 | 4173.19 | 2391.70 | 4173.19 |
| Exceptional Items | 0.00 | 0.00 | 0.00 | 0.00 |
| Net Profit Before Tax | 101.02 | 112.52 | 101.02 | 112.52 |
| Less: Income tax provision | 0.00 | 0.00 | 0.00 | 0.00 |
| Net Profit After Tax | 101.02 | 112.52 | 101.02 | 112.52 |
OPERATIONS:
During the year under review, the Paper Division produced 5,877.902 MT of kraft paper as against 12,797.325 MT in the previous year.
The Company achieved total sales of 2,438.04 lakhs during the year under review, as compared to 4,043.59 lakhs in the previous year.
During the year, the Company experienced fuel-feeding issues with its boiler. Despite the managements continuous efforts to resolve the issue, the plant remained non-operational for 190 days, which adversely impacted the Companys manufacturing operations.
Further, during the last quarter of the financial year, a fire incident occurred on 12 March 2026 at the Companys premises situated at Gat Nos. 454/457, Village Borgaon, Satara - 415519. The fire broke out in the Companys external open storage facility used for storing wastepaper, a key raw material for the manufacturing process, and also damaged certain machineries installed adjacent to the storage facility, along with electrical installations. As informed, the fire originated from the adjoining premises of an agricultural school and subsequently spread to the Companys open storage facility and nearby machineries. Consequently, the manufacturing operations remained suspended from 12th March 2026 until 2nd May 2026.
As a result of the above factors, the Companys production and sales during the year under review were significantly affected and consequently declined compared to the previous year.
In the consolidated financial statements for FY 2025-26, no revenue has been recognized from the Companys wholly owned subsidiary, M/s. Satara Aerospace and Defence Industrial Park Private Limited, as the subsidiary did not undertake any revenue-generating operations during the year. Accordingly, there is no difference in the revenue figures reported in 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 woodbased 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 101.02 lakhs is proposed to be retained in the surplus under Reserves and Surplus for the financial year 2025-26. 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 2025-26. 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 OF 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.
The subsidiary is engaged in the development of an industrial park with integrated 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 other related construction services. The subsidiary also proposes to provide consultancy and support services for the establishment and operation of industrial units, including liaison with statutory authorities, security services, parking facilities, food courts, sewerage and effluent treatment systems, telecom infrastructure, and other ancillary maintenance services.
During the financial year ended 31st March 2026, the subsidiary continued to pursue its objectives in line with its business plan. There was no material change in the nature of the business carried on by the subsidiary during the year under review.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary in Form AOC-1 forms part of this Annual Report as Annexure II.
The subsidiary does not qualify as a "Material Subsidiary" in terms of Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Details of transactions undertaken between the Company and its subsidiary during the year have been disclosed in the financial statements and the related notes forming part of the Annual Report, in compliance with the applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations, and the Accounting Standards.
The Consolidated Financial Statements of the Company have been prepared in accordance with the applicable Accounting Standards and form an integral part of this Annual Report. The audited financial statements of the subsidiary have been consolidated with those of the Company and are covered in the Consolidated Financial Statements. A statement in Form AOC-1 containing the salient features of the financial statements of the subsidiary is attached as a separate annexure to this Report.
Pursuant to Section 136 of the Companies Act, 2013, the audited standalone and consolidated financial statements of the Company, together with the audited financial statements of the subsidiary and other relevant documents, are available on the Companys website at www.kaypowerandpaper.com.
The project is expected to be commissioned during the Financial Year 2027-28. Commercial production is anticipated to commence thereafter, and the financial performance of the subsidiary is expected to be reflected in the consolidated financial statements of the Company from the Financial Year 2028-29 onwards.
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:
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 2026.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year under review, there was no change in the composition of the Board of Directors and the Key Managerial Personnel of the Company. However, the following changes took place after the close of the financial year:
Furthermore, during the financial year ended 31st March 2026, none of the Directors of the Company was debarred or disqualified from being appointed or continuing as a Director by the Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs (MCA), or any other statutory or regulatory authority.
CHANGES IN CAPITAL STRUCTURE
During the financial year under review, the following changes took place in the capital structure of the Company:
During the year, upon receipt of the balance subscription amount from the respective warrant holders, the Company allotted 97,50,000 equity shares on 6th October 2025 and 31,00,000 equity shares on 11th October 2025, pursuant to the conversion of an equivalent number of Convertible Warrants into fully paid-up equity shares of the Company.
The balance 16,00,000 Convertible Warrants were not exercised within the stipulated period of 18 months from the date of their allotment and, accordingly, stood forfeited on 16th October 2025, in accordance with the terms of issue and the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Consequent to the above allotments, the paid-up equity shares capital of the Company increased from 22,09,00,000, comprising 2,20,90,000 equity shares of ?10/- each, to 34,94,00,000, comprising 3,49,40,000 equity shares of ?10/- each.
The aforesaid Convertible Warrants were originally allotted on a preferential basis on 15th April 2024, pursuant to the approval of the Members and in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws. A total of 2,59,00,000 Convertible Warrants were allotted to promoters and non-promoters at an issue price of ?30.10 per warrant (including a premium of ?20.10 per warrant), each warrant being convertible into one fully paid-up equity share of face value ?10/- within a period of 18 months from the date of allotment.
The Company has complied with all applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the aforesaid allotments, conversion of warrants into equity shares and forfeiture of unexercised warrants.
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.
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 (30.05.2025, 12.08.2025, 06.10.2025, 11.10.2025, 12.11.2025, 16.10.2025, and 14.02.2026). 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 2026 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 year under review, M/s. R. Y. Kulkarni & Associates (Membership No. 036596), Chartered Accountants, Pune, resigned as the Statutory Auditors of the Company with effect from 3rd February 2026.
Pursuant to the provisions of the Companies Act, 2013, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Ankush Shinde & Company (Membership No. 187866), Chartered Accountants, Satara, as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of the previous Statutory Auditors. They shall hold office until the conclusion of the 35th Annual General Meeting of the Company. The said appointment to fill the casual vacancy shall not be construed as forming part of the term of appointment of the Statutory Auditors under Section 139 of the Companies Act, 2013.
Further, based on the recommendation of the Audit Committee, the Board of Directors has proposed the appointment of M/s. Ankush Shinde & Company (Membership No. 187866), Chartered Accountants, Satara, as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 35th Annual General Meeting until the conclusion of the 40th Annual General Meeting of the Company to be held in the year 2031, to conduct the audit of the financial statements of the Company for the financial years 2026-27 to 2030-31, subject to the approval of the members.
The necessary resolution seeking the approval of the members for the appointment of M/s. Ankush Shinde & Company as the Statutory Auditors of the Company is set out in the Notice convening the 35th Annual General Meeting.
AUDITORS REPORT:
The Statutory Auditors have issued an Independent Auditors Report on the standalone financial statements of the Company for the financial year ended 31st March 2026. The report does not contain any qualification, reservation, adverse remark, or disclaimer of opinion.
The Independent Auditors Report includes a Key Audit Matter relating to the loss of inventory and property, plant and equipment due to a fire incident at the Companys plant and the recognition of the related insurance claim receivable. The matter has been appropriately dealt with by the management and adequately disclosed in Note 29 to the financial statements. The observations made by the Statutory Auditors, read together with the relevant notes to the financial statements, are self-explanatory and, therefore, do not call for any further comments pursuant to Section 134(3)(f) of the Companies Act, 2013.
The Statutory Auditors have also confirmed that no fraud by the Company or on the Company by its officers or employees has been reported under Section 143(12) of the Companies Act, 2013 during the year under review.
SECRETARIAL AUDITOR
In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company is required to undertake Secretarial Audit.
The Secretarial Audit Report issued by M/s. Neha Doshi & Co., Practicing Company Secretaries, for the financial year ended 31st March 2026 is annexed to this Boards Report as Annexure III. The Report does not contain any qualification, reservation, adverse remark or disclaimer.
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 2025-26 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 2025-26.
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
35TH ANNUAL REPORT 2025-2026
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 V to 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 VI to 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 2025-26.
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 Managers 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.
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/Announcement-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. 2025-26.
DETAILS OF APPLICATION MADE OR PROCEEDING 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 |
Deepa Agarwal |
| Chairman And Managing Director |
| DIN: 00452947 |
| Place: Satara |
| Date: 12th August 2026 |
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