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Kkalpana Plastick Ltd Directors Report

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Aug 17, 2026|12:00:00 AM

Kkalpana Plastick Ltd Share Price directors Report

Dear Shareholders,

Kkalpana Plastick Limited,

Your Directors are pleased to present the 37th Annual Report together with the Audited Statement of Accounts of Kkalpana Plastick Limited ("the Company") for the financial year commencing from 01.04.2025 to 31.03.2026 ("Financial Year 2025-2026" or "March 31, 2026").

Financial Performance:

(Rs. In Thousand)

Particulars 2025-2026 2024-2025
Total Revenue 4844.03 5038.94
Profit/(Loss) before Depreciation, Interest & Tax 738.78 894.45
Less: Depreciation 0.00 0.00
Interest 0.00 0.00
Profit/(Loss) before Tax 738.78 894.45
Less: Provision for Tax
Current Tax 115.25 139.53
Deferred Tax 0.11 1.50
Tax Expense for earlier years 139.54 18.95
MAT Credit Entitlement (115.25) (139.53)
Profit/(Loss) after Tax 599.13 873.99
Add: Profit brought forward from previous year 5627.33 4753.34
Balance carried to B/S 6226.46 5627.33

Dividend:

Due to paucity of funds of the Company, your Directors do not recommend any dividend for the Financial Year 2025-2026.

Operations and State of Companys Affairs:

During the year under review, total revenue of the Company was Rs 48.44 Lacs as compared to Rs 50.39 Lacs in the previous year. The Profit after tax was Rs 5.99 Lacs as against Rs 8.74 Lacs in the previous year.

Transfer to General Reserve:

The Company proposes not to transfer any funds to the General Reserve for the Financial Year 2025-2026. Future Outlook:

The global plastic compounding industry is expected to witness sustained growth over the medium to long term, supported by increasing demand for lightweight, durable and high-performance materials across a wide range of end-use industries, including automotive, electrical and electronics, healthcare, packaging, aerospace and industrial manufacturing. The growing adoption of engineering plastics, thermoplastic compounds and specialty polymer blends is expected to further accelerate this growth as industries continue to focus on enhancing product performance, improving operational efficiency and reducing overall system costs. The ongoing transition towards electric mobility, advancements in miniaturization of electronic devices, increasing industrial automation and rising investments in advanced manufacturing technologies are expected to create significant opportunities for the plastic compounding industry. In addition, innovations in material science, including Al-assisted material development, high-performance polymer formulations and customized compound solutions, are anticipated to support the development of next-generation applications with enhanced functionality and sustainability. Environmental sustainability will continue to remain a key growth driver for the industry. Governments and regulatory authorities across the globe are introducing stricter regulations aimed at reducing plastic waste, promoting recycling, limiting the use of virgin plastics and encouraging circular economy practices. These evolving regulatory frameworks are accelerating the adoption of recycled, bio-based and sustainable plastic compounds across various industries. As a result, manufacturers are increasingly investing in chemical recycling technologies, recyclable material solutions and environmentally responsible production processes to meet regulatory requirements and evolving customer expectations. The market is also expected to benefit from the growing demand for ultra-high-performance polymers and advanced engineering compounds that offer superior mechanical strength, thermal stability and chemical resistance for critical applications. These trends are expected to expand the scope of plastic compounds in high-value sectors where performance, reliability and sustainability are essential. Overall, the outlook for the global plastic compounding industry remains positive. The convergence of technological innovation, sustainability initiatives, regulatory support and expanding end-use applications is expected to drive long-term growth. Companies that focus on product innovation, operational excellence, sustainable manufacturing practices and customer-centric solutions will be well positioned to capitalize on emerging opportunities and create sustainable value for stakeholders.

Change in nature of Business, if any:

There has been no change in the nature of business of the Company during the year under review. Transfer of Amount to Investor Education and Protection Fund:

Your Company has not declared any dividend in the preceding years hence the Company does not have any dividend lying unpaid or unclaimed for a period of seven years. As such there are no funds which are required to be transferred to Investor Education and Protection Fund ("IEPF").

Material changes and commitments affecting the financial position of the Company:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statement relate and the date of this report.

Particulars of Loans, Guarantees and Investments:

The Company has given loans exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, but the same are within the limits as approved by the members of Company, vide special resolution, in its Annual General Meeting ("AGM") held on September 22, 2017, and therefore in compliance with the provisions of Section 186 of the Companies Act, 2013 ("the Act"). Details of Loans, pursuant to the provisions of Section 186 of the Act are provided in the financial statement.

Particulars of Contracts or Arrangements made with Related Parties:

In line with the requirements of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations"), your Company has formulated a policy on Related Party Transactions which is also available on the website of the Company at www.kkalpanaplastick.com.

All transactions with the related parties during the year under review were in the ordinary course of business and at arms length. The disclosure required under Section 134(3)(h) of the Act read with Section 188(1) of the Act in Form AOC-2 forms part of this report and the same is marked as Annexure 1.

Deposits:

Your Company has not accepted any deposit during the year under review in terms of Section 73 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014 and there were no unpaid deposits with the Company as at March 31, 2026.

Details of Subsidiary/Joint-Venture/Associate Companies:

Your Company does not have any Subsidiary/Associate Company and had neither entered into any Joint Venture as at March 31, 2026. Further, none of the Company has become or ceased to become the Subsidiary, Joint Venture or Associate of your Company during the Financial Year 2025-2026.

Your Company is a Subsidiary of Bbigplas Poly Private Limited as at March 31, 2026.

Risk Management:

Compliance Risk:

With the frequent changes/modifications/amendments/enactments/re-enactments in various laws/ regulations/guidelines/rules, the Company has to face risk related to its compliance. The provision related to penalties, prosecutions, etc. are inherent to all businesses and the Company is no exception. However, the Company and its executive make sincere efforts to stay updated with applicable provisions of laws and various statutes.

Financial Risk:

Financial Risk is one of the major concerns of every business across fields and geographies. Market changes or losses can threaten a companys financial standing. Here are few types of financial risks for businesses:

> Default risk: Taking out a business loan with greater interest than a company can afford can put a company at risk of defaulting or not paying the loan.

> Liquidity risk: A company faces a liquidity risk when it cant quickly convert its assets into cash.

The Companys financial risk management is an integral part of how to plan and execute its business strategies.

Security Risk:

A business can experience a security risk if it fails to create or follow cybersecurity strategies. Ineffective training for employees, lack of software testing and insufficient policies for security updates can all put a companys finances and reputation at risk.

Human Risk:

Human risks in business can arise from employees failure to perform their essential duties in the workplace. Human risks can arise from factors employees cant control, like health issues or intentional actions like theft or fraud. When a business faces human risks, it can experience a loss of profits.

Environmental Risk:

Environmental risks (including climate risks and nature-based risks) are material risks. The impact of these risks differs between sectors, locations and in relation to other internal and external factors, all of which affect organization resilience. The actual scope of environmental risks is broad. As identified by the World Economic Forum, climate action failure tops this list, followed by extreme weather events and in third place, biodiversity loss.

Human Resource Risk:

Human resource risk ("Hr risk") management focuses on analyzing the risks that employees of an organization pose to the business. HR Risk management addresses risks related to inadequate employee management, employees behavior or risks related to certain ways that human resources use to hire and sack employees.

The primary focus of the HR Risk management is to closely follow the work of all employees at all levels, in order to identify, evaluate, mitigate and prevent risks in a timely manner. Risks coming from employees are the most difficult to manage and many large scale organizations struggle to plan or prepare for them.

Vigil Mechanism/Whistle Blower Policy:

Pursuant to the requirement of Section 177(9) of the Act read with regulation 22 of the SEBI Listing regulations, the Company has established Vigil Mechanism/Whistle Blower Policy to report genuine concerns or grievances. Protected disclosures can be made by a whistle blower through an e-mail or phone or letter to the Chairman of the Audit Committee. During the year no employee was denied access to the Audit Committee of the Company. The Vigil Mechanism/Whistle Blower Policy has also been hosted on the website of the Company at http://kkalpanaplastick.com/policy-as-per-companies-act-2013/.

Particulars of Employees:

None of the employees, employed during the year, was in receipt of remuneration, in aggregate of rupees One Crore and Two Lakhs or more per annum for the Financial Year 2025-2026 or rupees Eight Lakh Fifty Thousand or more per month for any part of the Financial Year, as set out in the Companies (Appointment and remuneration of Managerial Personnel) rules, 2014. Therefore, no details are required to be provided as required, pursuant to Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and remuneration of Managerial Personnel) rules, 2014.

The ratio of remuneration of each Director to the median employees remuneration and other details in accordance with sub-section 12 of Section 197 of the Act read with rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) rules, 2014, as amended, forms part of this report and is marked as Annexure-2.

Internal Financial Controls:

The Internal Financial Controls with reference to the Financial Statement are commensurate with the size and nature of business of the Company. The Internal Auditor and the Audit Committee reviews the Internal Financial Control system periodically. During the year under review, no material or serious observations has been received from Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Share Capital:

The Paid-up Equity Share Capital as on March 31, 2026 was Rs.552.85 Lacs. During the year under review, there has not been any change in the Equity Share Capital of the Company. It has neither issued shares with differential voting rights nor issued sweat equity or granted stock options. As on March 31, 2026, none of the Directors hold any shares in the Company.

Directors and Key Managerial Personnel:

Appointment/Re-appointment:

In accordance with the provisions of Section 152 of the Act, Mrs. Ananya Dey (DIN: 01297763), Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment.

Re-appointment:

Mr. Sajjan Kumar Sharma (DIN: 02162166), Whole Time Director of the Company was appointed to the said office, for a period of 5 (Five) years w.e.f November 01, 2021. As such, his term of office expires on October 30, 2026. The Board of Directors of the Company ("the Board"), based on the recommendation of the Nomination and remuneration Committee at their respective meetings held on May 04, 2026 and February 11, 2026 respectively, approved the re-appointment of Mr. Sajjan Kumar Sharma (DIN: 02162166), WholeTime Director of the Company for a period of 5 (Five) years w.e.f November 01, 2026, subject to approval of members of the Company at the ensuing AGM. It is also informed that he has submitted his consent for being re-appointed as Whole-Time Director of the Company, details whereof has also been stated in the Statement, pursuant to Section 102 of the Act, annexed to the Notice convening the 37th AGM. The Board has accordingly, sought approval from members, by way of Special Resolution in accordance with Item No. 3 of the Notice convening this AGM.

Mrs. Rashi Nagori Mehta (DIN: 09057989) Independent Director of the Company was appointed to the said office, for a term of 5 (Five) Consecutive years w.e.f. February 10, 2021. Her appointment was regularized by the shareholders at the AGM held on September 29, 2021. As such, her term of office expires on September 28, 2026. The Board, based on the recommendation of the Nomination and remuneration Committee at their respective meetings held on May 04, 2026 and February 11, 2026 respectively, approved the re-appointment of Mrs. rashi Nagori Mehta (DIN: 09057989) for a period of 5 (Five) Consecutive years w.e.f September 29, 2026 to September 28, 2031 (both days inclusive), subject to approval of members of the Company at the ensuing AGM. It is also informed that she has submitted the requisite declarations and confirmations, pursuant to Section 164 and 149(7) of the Act, rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) rules, 2014, regulation 25(8) of the SEBI Listing regulation, as amended from time to time, Circular No. LIST/COMP/14/2018-19 dated June 20, 2018 issued by BSE Limited and has also given her consent to act as Independent Director of the Company for a period of 5 (Five) Consecutive years, in compliance with Section 149(10) of the Act, details whereof has also been stated in the Statement, pursuant to Section 102 of the Act, annexed to the Notice convening the 37th AGM. The Board has accordingly, sought approval from members, by way of Special resolution, in accordance with Item No. 4 of the Notice convening this AGM.

Ms. Shampa Paul (DIN: 07490402) Independent Director of the Company was appointed to the said office, for a term of 5 (Five) Consecutive years w.e.f. April 15, 2022. Her appointment was regularized by the shareholders at the AGM held on September 27, 2022. As such, her term of office expires on April 14, 2027. The Board, based on the recommendation of the Nomination and remuneration Committee at their respective meetings held on May 04, 2026 and February 11, 2026 respectively, approved the re-appointment of Ms. Shampa Paul (DIN: 07490402) for a period of 5 (Five) Consecutive years w.e.f April 15, 2027 to April 14, 2032 (both days inclusive), subject to approval of members of the Company at the ensuing AGM. It is also informed that she has submitted the requisite declarations and confirmations, pursuant to Section 164 and 149(7) of the Act, rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) rules, 2014, regulation 25(8) of the SEBI Listing regulation, as amended from time to time, Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, issued by BSE Limited and has also given her consent to act as Independent Director of the Company for a period of 5 (Five) Consecutive years, in compliance with Section 149(10) of the Act, details whereof has also been stated in the Statement, pursuant to Section 102 of the Act, annexed to the Notice convening the 37th AGM. The Board has accordingly, sought approval from members, by way of Special resolution, in accordance with Item No. 5 of the Notice convening this AGM.

The necessary disclosures about Directors, required pursuant to regulation 36(3) of the SEBI Listing regulation read with clause 1.2.4 of the Secretarial Standards on General Meeting ("SS-2") issued by the Institute of Company Secretaries of India ("ICSI") are annexed to the Notice of 37th AGM, forming part of the Annual Report.

Resignation:

During the year under review, none of the Directors resigned.

Your Company has also received necessary declaration from all the directors, as required as per Section 164(2) and 184(1) of the Act.

None of the Directors are disqualified or debarred by SEBI or any other authority from continuing office as director. The Certificate in this regard issued by M/s B.K. Barik & Associates, Practicing Company Secretary (FCS: 5696, C.P. No: 3897) is enclosed and marked as Annexure-3.

Declaration by Independent Directors:

The Company has received necessary declaration from each Independent Directors of the Company, pursuant to the provisions of Section 149(7) of the Act, confirming that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, they fulfill the conditions of Independence as specified in the Act and the Rules made there under and are independent of the management.

The Independent Directors of the Company have undertaken requisite steps towards the inclusions of their names in the Data Bank of IDs maintained with Indian Institute of Corporate Affairs, in terms of Section 150 of the Act, read with rule 6 of the Companies (Appointment & Qualifications of Directors) rules, 2014, as amended from time to time.

Postal Ballot:

The Board, at its meeting held on May 04, 2026, approved the conduct of a Postal Ballot process for seeking the approval of the members in respect of Material related Party Transaction between Kkalpana Plastick Limited and Bbigplas Poly Private Limited, in accordance with the applicable provisions of the Act, the rules made thereunder and the SEBI Listing regulations. The approval of the members is being sought by way of Postal Ballot through remote e-Voting.

Board Membership Criteria and list of Core Skills/Expertise identified in the context of the business:

The Board is responsible for shaping the future of the organisation within its fiduciary characteristics. Therefore, identifying the key competencies of the Board members is very much essential to ensure that the qualified persons undertake this cardinal role. Globally, identifying the key competencies of the Board members is considered as the step towards a successful Board. Broadly, the parameters for identifying key competencies or skill-set can be categorised as follows:

Industry Knowledge/Experience:

Having experience and knowledge of the industry in which the organisation operates is one of the key competencies of a Board member. This is required for achieving the objectives of the organisation while operating effectively, responsibly, legally and sustainably. The Board members are required to demonstrate an understanding of:

> the relevant laws, rules, regulation policies applicable to the organisation/industry/sector and level/status of compliances thereof by the organisation.

> the best corporate governance practices, relevant governance codes, governance structure, processes and practices followed by the organisation.

> business ethics, policies, codes and practices of the organisation.

> the organisation structures and systems which enable identification and management of risks and crisis.

> international practices being followed.

Strategic Expertise:

To create and implement effective strategies, a thorough knowledge of the strategic process is required. The ability to think strategically enables directors to propose ideas, options and plans that provide advantage of available opportunities while reflecting a broad and future-oriented perspective. Having an understanding of the need for a clear vision and purpose to guide the strategy, models and methods of strategic analysis, option analysis, the factors involved in successful strategy implementation by the directors is required for giving a strategic direction to the organisation. The sub-sets under this head may be as below:

> Strategic thinking

> Vision and value creation

> Strategy Development

> Strategy implementation and modification/updation Finance and Accounting Skills:

The Board needs to be financially literate, understanding of the organizations business operations, analytical ability and interpersonal skills, and a sharp understanding of industry technology. The sub-sets under this head may be as below:

> Ability to understand and analyze financial reports.

> Ability to review and analyze proposed budgets in light of Association resources, strategic goals and priorities.

> Ability for handling financial management along with an understanding of accounting and financial statement.

Governance:

Experience in developing governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values.

Leadership Skills:

Board members should be able to provide both strategic and innovative thought leadership. Strategic thinking involves analyzing issues and making decisions that support the organizations overarching mission. Board members with the capacity for innovative thinking make new ideas and solutions possible.

Digital Literacy:

One of the most important skills for board members in the digital age is digital literacy, which means the ability to understand, use and leverage technology and data to create value and solve problems. Board members who are digitally literate can assess the impact of digital transformation on the business model, customer expectations, competitive landscape and regulatory environment. They can also identify and evaluate the opportunities and risks of adopting new technologies such as artificial intelligence, cloud computing, cyber security and blockchain. Digital literacy also enables board members to communicate effectively with the management, stakeholders and external partners on digital issues and initiatives.

The following are the details of respective core skills of the Board Members:

Core Skills

Name of the Directors

Mr. Sajjan Kumar Sharma Mrs. Ananya Dey Mrs. Rashi Nagori Mehta Ms. Shampa Paul

Industry Knowledge/Experience

V V

Strategic Expertise

V

Finance and Accounting Skills

V V V

Governance

V V

Leadership Skills

V V

Digital Literacy

V V V V

Familiarization Programme for Independent Directors:

The Company had organized a familiarization programme for the Independent Directors as per the requirement of Schedule IV to the Act and Regulation 25(7) of the SEBI Listing Regulations. All Independent Directors of the Company attended the orientation programme. The Company has familiarized the Independent Director with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates and business model of the Company through various programmes. Further, at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The format of the letter of appointment is available on the website of the Company at http://kkalpanaplastick.com/draft- appointment-letter/.

Policy on Directors Appointment and Remuneration:

The current policy is to have an appropriate mix of executive, non-executive, independent directors to maintain the independence of the Board and separate its function of governance and management. As at March 31, 2026, the Board had 4 members, 1 of which was executive, 3 non-executive directors out of which 2 were independent director.

The Companys Policy for selection and appointment of Directors and their remuneration is based on its Nomination and remuneration policy which, inter alia, deals with the manner of selection of the Directors and such other matters as provided under Section 178(3) of the Act and regulation 19(4) of the SEBI Listing Regulations.

The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178(3) of the Act, is available on the website of the Company at http://kkalpanaplastick.com/policy-as-per-companies-act-2013/

Your Directors affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and remuneration Policy of the Company.

Board Evaluation:

The Company has devised a policy for performance evaluation, which includes criteria for performance evaluation. It reviews the performance evaluation criteria annually in accordance with regulation 4(2)(f) (ii)(9) of the SEBI Listing regulations, as amended from time to time. The Nomination and remuneration Committee accordingly carries out an annual evaluation of the Boards performance and the performance of its committees as well as individual directors (both executive and non-executive/independent directors), in accordance with Section 178(2) of the Act. This involves receiving inputs from all committee members. The Board thereafter reviews and takes on record the performance evaluation done by the Nomination and remuneration Committee. The Board evaluates the performance of Independent Directors in accordance with Schedule IV to the Act.

Pursuant to the provisions of the Act and the SEBI Listing regulations, the formal annual evaluation was carried out for the Boards own performance, its Committees & Individual Directors.

A structured performance evaluation form was prepared after taking into consideration inputs received from the Directors and on the basis of the evaluation criteria laid down by the Nomination and remuneration Committee, covering various aspects of the Boards functioning including adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate meeting of the Independent Directors was held to review the performance of Non-Independent Directors, the performance of the Board. The Directors evaluation was broadly based on the parameters such as meeting the expectation of stakeholders, guidance and review of corporate strategy, risks, participation and attendance at Board/Committee Meetings, interpersonal skills. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board. The directors expressed overall satisfaction on the evaluation process. Based on the feedback of the Board Evaluation process, appropriate measures were taken to further improve the process and other aspects.

Observations of the Board in regard to its own performance:

The Directors were generally satisfied with the performance of the Board. They reached this conclusion after critical analysis of various operational segments.

Directors Responsibility Statement:

Pursuant to the requirement of Section 134 (3)(c) of the Act, your Directors confirm that:

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

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) 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;

d) the Directors had prepared the annual accounts on a going concern basis;

e) 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; and

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

Board Meetings:

The Board met four times during the Financial Year 2025-2026. The intervening gap between two consecutive Meetings was within the period prescribed under the Act and SEBI Listing Regulations. The dates of Board Meetings and their attendance are given below:

Name of Director

Category

Attendance of Directors

20.05.2025 08.08.2025 11.11.2025 11.02.2026

Mr. Sajjan Kumar Sharma

Executive Director

Yes Yes Yes Yes

Mrs. Ananya Dey

Non-Executive Director

Yes Yes Yes Yes

Mrs. Rashi Nagori Mehta

Non-Executive Independent Director

Yes Yes Yes Yes

Ms. Shampa Paul

Non-Executive Independent Director

Yes Yes Yes Yes

Committees of the Board:

The Board has 3 (three) Committees, details of which are given below:

1. Audit Committee: The composition of the Committee and Directors attendance in the Committee Meetings held during the Financial Year 2025-2026 are given below:

Name of Director

Category

Committee

Position

Attendance of Directors

20.05.2025 08.08.2025 11.11.2025 11.02.2026

Mrs. Rashi Nagori Mehta

Non-Executive

Independent

Director

Chairman

Yes Yes Yes Yes

Mr. Sajjan Kumar Sharma

Executive

Director

Member

Yes Yes Yes Yes

Ms. Shampa Paul

Non-Executive

Independent

Director

Member

Yes Yes Yes Yes

2. Nomination and Remuneration Committee: The composition of the Committee and Directors attendance in the Committee Meetings held during the Financial Year 2025-2026 are given below:

Name of Director Category Committee

Position

Attendance of Directors
11.02.2026
Ms. Shampa Paul Non-Executive Independent Director Chairman Yes
Mrs. Rashi Nagori Mehta Non-Executive Independent Director Member Yes
Mrs. Ananya Dey Non-Executive Director Member Yes

3. Stakeholders Relationship Committee: The composition of the Committee and Directors attendance in the Committee Meetings held during the Financial Year 2025-2026 are given below:

Name of Director

Category

Committee

Position

Attendance of Directors

20.05.2025 08.08.2025 11.11.2025 11.02.2026

Mrs. Rashi Nagori Mehta

Non-Executive

Independent

Director

Chairman

Yes Yes Yes Yes

Mr. Sajjan Kumar Sharma

Executive Director

Member

Yes Yes Yes Yes

Mrs. Ananya Dey

Non-Executive

Director

Member

Yes Yes Yest Yes

Separate Meeting of Independent Directors:

During the year under review, the Independent Directors met on February 11, 2026, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All Independent Directors of the Company were present at this Meeting.

Auditors and Auditors Report:

The Statutory Auditors of the Company, M/s. B. Mukherjee & Co., Chartered Accountants, Kolkata (Firm Registration No: 302096E), were appointed as the Statutory Auditors of the Company, for a period of 5 (Five) consecutive years, from the conclusion of 33rd AGM of the Company held on September 27, 2022, until the conclusion of 38th AGM of the Company to be held in the year 2027.

Pursuant to Section 139 and 141 of the Act read with Rule 5 of the Companies (Audit & Auditors) Rules, 2014, the Statutory Auditors have furnished a certificate of their eligibility and consent to continue to act as the Statutory Auditors of your Company for the Financial Year 2026-2027.

The Auditors report on the accounts for the Financial Year ended March 31, 2026 does not contain any qualification, observation or adverse remark.

Details in respect of Fraud reported by Auditors under Section 143(12) of the Act:

There was no fraud reported by the Statutory Auditors, pursuant to Section 143(12) of the Act for the Financial Year ended March 31, 2026.

Cost Audit:

The turnover of the Company in the immediately preceding financial year does not exceed the prescribed limit as mentioned in the Companies (Cost records & Audit) rules, 2014, and hence Cost Audit is not applicable to the Company.

Secretarial Audit and Auditor:

M/s B.K.Barik & Associates (FCS: 5696, C.P.No: 3897), Practicing Company Secretary, Kolkata, were appointed as the Secretarial Auditors of the Company, for a period of 5 (Five) consecutive years commencing from Financial Year 2025-2026, at the AGM held on 2025.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Secretarial Auditors M/s B.K.Barik & Associates (FCS: 5696, C.P.No: 3897), Practicing Company Secretary, Kolkata, have furnished a certificate of their eligibility and consent to continue to act as the Secretarial Auditors of your Company for the Financial Year 2026-2027.

The report of the Secretarial Auditors for the Financial Year 2025-2026 in Form Mr-3 is annexed herewith as Annexure 4 to this report. The report is self-explanatory and does not call for any further comments.

Internal Audit and Auditor:

Internal Audit is conducted periodically and the internal auditor monitors and evaluates the efficiency and adequacy of internal control system including internal financial control in the Company.

The Board based on the recommendation of the Audit Committee, had appointed M/s GRPS & Co. (Firm Registration Number: 327763E) Chartered Accountants, Kolkata, as Internal Auditors of the Company for the Financial Year 2025-2026 in accordance with Section 138 of the Act, read with the Companies (Accounts) Rules, 2014.

During the year under review, the Internal Audit Report were placed quarterly for review by the Audit Committee of the Company and there after the same were referred to the board for its approval and taking on record and necessary actions were taken thereon. The Internal Auditor has carried out its functions as per the scope of work assigned.

The Board has re-appointed M/s GRPS & Co. (Firm Registration Number: 327763E) Chartered Accountants, Kolkata, as Internal Auditors of the Company for the Financial Year 2026-2027, in light of the recommendation of the Audit Committee.

Annual Secretarial Compliance Audit:

The requirement of Annual Secretarial Compliance Audit as mentioned in Regulation 24A of the SEBI Listing Regulations, read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 was not applicable to the Company during the financial year under review.

Annual Return:

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Act and Rule 12(1) of the Companies

(Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended March 31, 2026 is available on the Companys website at: http://kkalpanaplastick.com/agm/ and may be accessed there at.

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

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment. The Company has less than 10 women employees working in the establishment and therefore the company was not required to constitute the Internal Complaints Committee in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

During the year under review, there was no woman employee and that the company has received nil complaints recorded pertaining to sexual harassment.

Corporate Social Responsibility:

The provision of Section 135(1) of the Act, is not applicable on your Company as the Net-worth of the Company does not exceed rupees five hundred crores or turnover does not exceeds rupees one thousand crore or net profit does not exceeds rupees five crore during the immediately preceding financial year and therefore, the company has not constituted Corporate Social responsibility Committee.

Green Initiatives in Corporate Governance:

The Ministry of Corporate Affairs ("MCA"), Government of India and SEBI, has taken a "Green Initiative in Corporate Governance" by allowing paperless compliance by the Companies and clarified that the service of documents by the Companies can be made through Electronic Mode. We seek whole hearted support for this noble initiative in preserving the forests by the MCA, as this will reduce paper consumption to a great extent and allow the members to contribute towards a greener environment. This will also ensure prompt receipt of communication and avoid loss in postal transit. Accordingly, as a contribution towards green environment, your Company also implemented the Initiative to send documents, such as Notice convening the general meeting, Audited Financial Statements, Boards Report, Auditors Report, etc; in electronic form on the email ids provided by the shareholders and made available by them to the company through the depositories.

Human Resources and Industrial Relations:

During the year, your company maintained harmonious and cordial Industrial Relations. Your Directors acknowledge and appreciate the efforts and dedication of employees of the company.

Significant and Material Orders passed by the Regulators:

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Stock Exchange Compliance Matters:

• Special Window for Re-lodgement of Transfer Requests of Physical Securities: Pursuant to the SEBI Circular No: SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 02, 2025, the Company has opened a Special Window exclusively for the re-lodgement of transfer deeds, which were lodged prior to the deadline of April 01, 2019 and rejected/returned/not attended due to the deficiency in the documents/ process/or otherwise in order to facilitate ease of investing for investors and to secure the rights of investors in the securities which were purchased by them. The special window was opened from July 07, 2025 to January 06, 2026. Only 1 request was received during the period from September 07, 2025 to

October 06, 2025. The same was related to fresh transfer and not related to transfer that were lodged prior to the deadline of April 01, 2019 and therefore was rejected by the Registrar and Share Transfer Agent ("RTA") of the Company.

• Special Window for lodgment of share transfer request: Pursuant to the SEBI Circular No: HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated January 30, 2026, the Company has opened another Special Window to facilitate lodgement of transfer requests executed before April 01, 2019 but were either not lodged for transfer or were lodged and subsequently rejected, returned or not attended due to deficiency in the documents. Eligible Shareholders are encouraged to submit the requisite documents to the Company/RTA before February 04, 2027. Transfers would be approved if all the requisite documents are in place. Transfer under this window will be credited only in dematerialised form and will carry a one year lock in during which they cannot be transferred, lien marked or pledged. Newspaper advertisement has already been published in this regard. The details in this relation are available on the website of the Company at www.kkalpanaplastick.com.

• SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023 and SEBI/HO/ OIAE/OIAEJAD-1/P/CIR/2023/135 dated August 04, 2023 read with Master Circular No. SEBI/HO/OIAE/ OIAEJAD-1/P/CIR/2023/145 dated July 31, 2023 (updated as on December 28, 2023), has established a common Online Dispute resolution Portal ("ODR Portal") for resolution of disputes arising in the Indian Securities Market and has specified that shareholders shall first take-up their grievance with the listed entity by lodging a complaint directly with the concerned listed entity and if the grievance is not redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines, escalate the same through SCORES portal. Pursuant to abovementioned circulars, post exhausting the option to resolve the grievances with the RTA/ Company directly and through existing SCORES platform, if a shareholder(s) is not satisfied with the outcome, he/she/they can initiate dispute resolution through the ODR Portal (https://smartodr.in/login).

Policies:

The SEBI Listing Regulations mandated the formulation of certain policies for all listed companies. All applicable policies are available on the website of the Company at http://kkalpanaplastick.com/policy- as-per-companies-act-2013/.The policies are reviewed periodically by the Board/Committees, as required and updated based on need and new compliance requirement.

Management Discussion and Analysis Report:

In accordance with Regulation 34(2)(e) of the SEBI Listing Regulations, a detailed Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as Annexure 5.

Corporate Governance:

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Company has complied with the applicable Corporate Governance requirements of SEBI Listing Regulations.

It may be noted that Regulation 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of the SEBI Listing Regulations are not applicable to your company, pursuant to the provisions of Regulation 15 of the said Regulations as the Paid up Capital of the Company is below Rupees Ten Crores and Net-Worth is below Rupees Twenty Five Crores as on the last day of the previous Financial Year as well as on date of the report.

As such the Company is not required to mandatorily append to this report the Corporate Governance

Report or the Declaration stating that the management personnel have affirmed compliance with the code of conduct of the board and senior management or the compliance certificate from either the auditor or practicing company secretaries regarding compliance conditions of corporate governance.

Compliance with applicable Secretarial Standards:

Your company has complied with the applicable provisions of Secretarial Standard on Meetings of the Board of Directors ("SS-1") and Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India ("ICSI").

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Particulars required to be furnished under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:

(a) Conservation of Energy: NIL

(i) the steps taken or impact on conservation of energy

-

(ii) the steps taken by the company for utilizing alternate sources of energy

-

(iii) the capital investment on energy conservation equipment

-

[b) Technology Absorption: NIL
(i) the efforts made towards technology absorption

-

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution -
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- -
(a) the details of technology imported

-

(b) the year of import;

-

(c) whether the technology been fully absorbed

-

(d) if not fully absorbed, areas where absorption has not taken place and the reasons thereof -
(iv) the expenditure incurred on Research and Development

-

(c) Foreign Exchange Earnings and Outgo: NIL
(i) Earning -
(ii) Outgo

-

Acknowledgement:

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company.

Your Directors wish to convey their sincere appreciation to all of the Companys employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Companys performance.

Date: May 04, 2026 For and on behalf of the Board
Place: Kolkata Sajjan Kumar Sharma Rashi Nagori Mehta
(DIN: 02162166) (DIN: 09057989)
Whole-Time Director Director

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