KSHITI POLYLINE LIMITED – FY 2025-2026
Names of Directors as on March 31, 2026 (with DIN):
| Sr. No. Name | DIN |
| 1 Mahendra Kumar Jain | 09765526 |
| 2 Vineeta Jain | 10481057 |
| 3 Rushiraj Zaverbhai Patel | 08017580 |
| 4 Ruhini Kumar Chakraborty | 08124270 |
| 5 Rajesh Nandkishore Pherwani | 07576485 |
| 6 Mayur Jitendra Thakar | 08156395 |
No directors resigned/were appointed post March 31, 2026, up to publication of this Annual Report. Disclosure per Section 158 of the Companies Act 2013.
To,
Your Directors are hereby presenting the 19th Directors Report of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2026.
1. FINANCIAL STATEMENTS & RESULTS:
a) Financial Results:-
The Companys standalone financial performance during the year ended March 31, 2026, as compared to the previous financial year, is summarized as below:
(Amount in Lakhs)
| Particulars | Standalone 2025-26 | Standalone 2024-2025 |
| Income | 4,692.45 | 8,238.00 |
| Less: Expenses | (4,295.50) | (4,185.34) |
| Profit / (Loss) before Tax | 396.95 | (947.34) |
| Less: Provision for Tax | ||
| Current Tax | - | - |
| Deferred Tax | 41.76 | 17.23 |
| Income Tax of earlier years w/off | Nil | Nil |
Exceptional Income |
- |
- |
Profit After Tax |
355.18 |
(930.11) |
| Remeasurement of Net defined benefit Liability / Asset | - | (1.70) |
Total Comprehensive Income |
355.18 |
(928.42) |
APPROPRIATION:
| Particulars | Standalone 2025-26 | Standalone 2024-2025 |
| Interim Dividend | Nil | Nil |
| Final Dividend | Nil | Nil |
| Dividend Distribution of Dividend | Nil | Nil |
| Transfer of General Reserve | Nil | Nil |
Balance carried to Balance sheet |
355.18 |
(928.42) |
The Consolidated Financial Statements for the financial year ended March 31, 2026 forms part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited accounts of the Company on its website: https://www.kshitijpolyline.com/assets/images/pdf/Financial-Statement-31.03.2026.pdfMarch 31, 2025.
The Profit after tax for FY ended March 31, 2026 is INR 355.18 Lakhs against Loss of INR 930.11 Lakhs in previous FY ended March 31, 2025.
b) NATURE OF BUSINESS AND ANY CHANGES THEREIN:
The Company continues to be engaged in manufacturing, supplying, distributing, and exporting of Lamination Equipment and Stationery Products — Binding Materials, Lamination Materials, OHP Sheets, Neck Lanyards, Badge Clips, Card Holders, Plastic Files & Folders, Industrial Plastic Sheets. Products in various sizes and colors, catering to standard and customized requirements. Offerings include Classic Ring Binders, Plastic Files, Spiral Binding Sheets, Personalized Screen-Printed Lanyards, Metal Clip Fittings, File Folder Accessories, Industrial Plastic Sheets including Polypropylene and PET Sheets.
There has been no change in the nature of business of the Company during the year under review.
c) DIVIDEND:
With a view to conserve available resources, directors have thought it prudent not to recommend any dividend for the financial year.
d) TRANSFER TO RESERVES:
The Company has not transferred any amount to General Reserve Account during the financial year under review.
e) UNPAID DIVIDEND & IEPF:
Pursuant to applicable provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; shares on which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to demat account of IEPF Authority.
However, the Company did not have any funds lying unpaid or unclaimed for a period of seven years in an Unpaid Dividend Account. Therefore, no funds or shares were required to be transferred to IEPF and no amount is lying in Unpaid Dividend A/c of the Company.
f) CORPORATE ACTIONS
During the financial year, the Company completed the allotment of 6,52,44,398 (Six Crore Fifty-Two Lakhs Forty-Four Thousand Three Hundred Ninety-Eight) fully paid-up equity shares of face value ?2/- each, on a preferential basis to certain identified persons, in accordance with the applicable...
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...provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time.
The Board of Directors, after obtaining necessary approvals, allotted the said shares to the eligible shareholders.
The proceeds from the preferential issue have been utilized for the purposes for which the issue was raised, in accordance with the terms of the offer.
g) REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The performance and financial position / salient features of the financial statement of each of the subsidiaries, associates and joint venture companies for the year ended March 31, 2026, and also the details of companies which have become or ceased as subsidiary, associates and joint ventures, during the year under review, if applicable, is given in Form AOC-1 and is attached and marked as ANNEXURE I and forms part of this Report.
The detailed policy for determining material subsidiaries as approved by the Board is uploaded on the Companys website and can be accessed by the web-link: https://www.kshitijpolyline.co.in/policies-and-code-of-conduct.html
h) DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.
i) LOAN FROM DIRECTORS OR DIRECTORS RELATIVE:
During the financial year 2025-2026, the Company has not borrowed any amount from the Directors or their relatives.
j) CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the financial year 2025-2026, the provisions of Section 135 of the Companies Act, 2013 were not applicable to the Company i.e., the Company was not liable to / obligated to spend the amount towards CSR for the period under review and hence disclosures related to the same are not applicable.
k) PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
All transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arms length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board... ...and its Powers) Rules, 2014, and hence no disclosure is required to be given in this regard.
The details of transactions which were material are furnished in Form AOC-2 and are attached as Annexure II and forms part of this report.
There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMPs, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large.
All related party transactions as required under AS-18 are reported in the notes to the financial statement of the Company.
All related party transactions were placed before the Audit Committee for its approval and noting on a quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.
The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions and the policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link: https://www.kshitijpolyline.co.in/policies.html
l) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014:
(A) Conservation of energy:
| Item | Details |
| Steps taken or impact on conservation of energy | Operations do not involve high energy consumption. Company has for many years been laying great emphasis on Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc. |
| Steps taken for utilizing alternate sources of energy | None |
| Capital investment in energy conservation equipment | Nil |
(B) Technology absorption:
| Item | Details |
| Efforts made towards technology absorption | None |
| Item | Details |
| Benefits derived like product improvement, cost reduction, product development or import substitution | (blank) |
In the case of imported technology (imported during last three years): |
|
| Details of technology imported | Not Applicable |
| Year of import | Not Applicable |
| Whether the technology has been fully absorbed | Not Applicable |
| If not fully absorbed, areas where absorption has not taken place, and reasons thereof | Not Applicable |
| Expenditure incurred on Research and Development | Nil |
(C) Foreign exchange earnings and Outgo-
| Particulars | April 01, 2025 to March 31, 2026 [Current F.Y.] Amount (? Lacs) | April 01, 2024 to March 31, 2025 [Previous F.Y.] Amount (? Lacs) |
| Actual Foreign Exchange earnings | 84.24 | 27.82 |
| Actual Foreign Exchange outgo | 351.97 | 313.63 |
m) ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, copy of Annual Return as on March 31, 2026 is placed on the website at: https://www.kshitijpolyline.co.in/financial-information.html
n) PARTICULARS OF LOANS GRANTED, GUARANTEES GIVEN, OR INVESTMENTS MADE, OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Details of Loans granted, Guarantees given, and Investments made during the year under review,
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o) DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:
There are material changes or commitments affecting the financial position of the Company, subsequent to the close of FY 2025-2026 till the date of this Report.
i) The Company is in process of Right Issue of 61,697,950 fully paid-up Equity Shares of face value of ?2/- each, in accordance with the Companies Act, 2013, and rules made thereunder, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, other applicable laws.
p) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records including timely preparation of reliable financial information.
The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all assets are protected against loss and that financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.
2. SHARE CAPITAL:
a) Authorized Share Capital:
As on March 31, 2026, the authorized share capital was INR 50,00,00,000/- divided into 250,000,000 equity shares of INR 2 each.
b) Issued, subscribed and paid-up share capital:
Issued, subscribed, and paid-up share capital is INR 30,84,89,748 (Rupees Thirty Crore Eighty-Four Lakhs Eighty-Nine Thousand Seven Hundred and Forty-Eight Only) as of March 31, 2026, comprising of 15,42,44,874 (Fifteen Crore Forty-Two Lakhs Forty-Four Thousand Eight Hundred and Seventy-Four) Equity Shares of Rs. 2 each fully paid-up.
3. COMPLIANCE WITH SECRETARIAL STANDARD-1 AND SECRETARIAL STANDARD-2:
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Meetings of the Board of Directors and General Meetings.
4. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Below are the changes in the composition of the Board during F.Y. 2025-2026 and up to the publication of this Annual Report:
a) Board of Directors
(same text repeated)i) Appointment:
Rajesh Nandkishore Pherwani (DIN: 07576485) is appointed as Independent Director during the period of F.Y. 2025-2026.
ii) Details of the Directors who resigned during the year:
No Director has resigned during the period of F.Y. 2025-2026.
The composition of the Board of Directors is in due compliance with the Companies Act, 2013 (the Act) and SEBI Listing Regulations.
As of March 31, 2026, the Board of Directors of the Company comprises six Directors, consisting of one Executive Director, one Woman Whole-Time Director, and four Independent Directors.
None of the directors of the company are disqualified under the provisions of the Act.
iii) Retirement by rotation
In accordance with the provisions of the Act, Vineeta Jain (DIN:10481057) Whole Time Director is liable to retire by rotation.
The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164(1) and (2) of the Companies Act, 2013.
iv) Key Managerial Personnel
As on the date of publishing this Annual Report, the Company has below mentioned Key Managerial Personnel (KMP):
| Name | Designation |
| Mahendra Kumar Jain | Managing Director and Chief Financial Officer |
| Vineeta Jain | Whole Time Director |
| Nikita Dhaval Mehta | Company Secretary and Compliance Officer |
During the year under review, the changes in the Key Managerial Person (KMPs) are as follows:
Resignation
Ms. Sarita Khamwani resigned as Company Secretary and Compliance Officer of the Company with effect from August 01, 2025 due to personal reasons.
Appointment
Ms. Nikita Dhaval Mehta was appointed as Company Secretary and Compliance Officer of the Company with effect from August 07, 2025.
a) Declaration by Independent Directors
The Company has duly complied with the definition of Independent Director according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).
All the Independent Directors have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.
The Independent Directors have also confirmed that they have complied with the Companys code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (LODR) Regulations, 2015.
The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.
b) Evaluation by Independent Director
In a separate meeting of Independent Directors held on May 30, 2025 and February 11, 2026, performance of non-independent directors, performance of the Board as a whole and performance of the Chairperson was evaluated, considering the views of executive director.
c) Disqualification of Directors:
During FY 2025-2026 under review, the Company has received Form DIR-8 from all Directors as required under Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.
Further, the Company has also taken a certificate of non-disqualification of directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (LODR) Regulations, 2015) which is enclosed with the annual report.
d) Remuneration / Commission drawn from Holding / Subsidiary Company
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None of the Directors have drawn any remuneration or commission from subsidiary companies of Kshitij Polyline Limited.
5. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:
a) Board Meetings:
The board of directors met 7 times during the Financial Year ended March 31, 2026 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.
The Company has complied with the applicable Secretarial Standards in respect of the board meetings.
Details of the meetings of the Board of Directors held during the year under review and the Attendance of Directors thereof forms part of the Corporate Governance Report forming part of the annual report.
Gap between two Board meetings during the year under review did not exceed one hundred and twenty days. A requisite quorum was present for all the meetings.
The attendance of the Board members at the Board meetings held during the year forms part of the corporate governance report forming part of the annual report.
b) Audit Committee:
The Audit Committee of Board of Directors is constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Audit Committee as on the year ended March 31, 2026, forms part of the Corporate Governance Report forming part of the Annual Report.
All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.
The Company Secretary of the Company acts as a secretary to the Committee.
The details of the meetings of the Audit Committee held during the year under review and the attendance of the members thereof forms part of the Corporate Governance Report forming part of the annual report.
During the financial year under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.
c) Nomination & Remuneration Committee:
The Nomination and Remuneration Committee of the Board of Directors is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities and Exchange...Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Nomination and Remuneration Committee as on the year ended March 31, 2026, forms part of the Corporate Governance Report forming part of the annual report.
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence and experience of a Director, and policy relating to selection and remuneration for Directors, Key Managerial Personnel and Senior Management Employees.
Minimum Qualification, Positive Attributes, Independence, and Experience are the major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company.
The Nomination and Remuneration Policy of the Company pursuant to provisions of Section 178(3) and (4) of the Companies Act, 2013 is published on the website of the Company at https://www.kshitijpolyline.co.in/policies-and-code-of-conduct.html.
The details of the meetings of the Nomination & Remuneration Committee held during the year under review and attendance of each member thereof forms part of the Corporate Governance Report forming a part of the annual report.
d) Stakeholder Relationship Committee:
The Stakeholder & Relationship Committee of the Board of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Stakeholder Relationship Committee as on the year ended March 31, 2026, forms part of the Corporate Governance Report forming part of the annual report.
The Company Secretary of the Company acts as the Secretary of the Stakeholders Relationship Committee.
The details of the meetings of the Stakeholders Relationship Committee held during the year under review and attendance of each member thereof forms part of the Corporate Governance Report forming part of the annual report.
e) Meeting of Independent Directors
In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors held their separate meeting on May 30, 2025 and February 11, 2026, without the attendance of non-independent directors and members of management, inter alia, to discuss the following:
All independent directors were present at the meetings, deliberated on the above and expressed their satisfaction.
f) Vigil Mechanism for the Directors and Employees:
The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on the raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their concerns/grievances to the Chairman of the Board of Directors and it also provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine whistle-blowers are accorded with complete protection from any kind of unfair treatment or victimization.
The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations.
The said policy is also available on the website of the Company at https://www.kshitijpolyline.co.in/policies-and-code-of-conduct.html
g) Annual Evaluation of Directors, Committee and Board as a whole:
Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(5)(iiia) of Companies (Accounts) Rules, 2014, the Board has carried out the formal annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees and the working of the Board as a whole. The evaluation exercise was carried out on various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of the duties and obligations, governance issues, etc.
The manner in which the evaluation was carried out has been explained below:
In the opinion of the Board, Independent Directors of the Company possess the necessary expertise, integrity, experience, and proficiency in their respective fields. Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by; and are either exempt or have completed the online proficiency self-assessment test conducted by; the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act.
6. AUDITORS AND REPORTS:
a) Statutory auditor & audit report for the year ended March 31, 2026
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, shareholders at their Annual General Meeting held on Thursday, September 26, 2024, had approved the appointment of M/s. VRCA & Associates (Firm Registration No.: 104727W), Chartered Accountants as the Statutory Auditors of the Company for the term of 5 (Five) financial years from F.Y. 2024-25 till the conclusion of the Annual General Meeting of the Company to be held for the year 2028-29.
The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer requiring explanation.
b) Observations of Statutory auditors on accounts for the year ended March 31, 2026:
The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended March 31, 2026, read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
c) Secretarial audit report for the year ended March 31, 2026:
Provisions of Section 204 and Section 134(3) of the Companies Act, 2013 read with Regulation 24A of SEBI (LODR) Regulation, 2015, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board has appointed M/s. Ronak Jhuthawat and Co., Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for five years starting from FY 2025-2026.
The Management Responses to the observations of the Secretarial Auditor are as follows:
| Sr. No. Observations | Management Response |
1. The Company delayed submission of the Audited Financial Results for the financial year ended 31st March, 2025 under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Although the results were approved by the Board of Directors on 30th May, 2025 and submitted to the National Stock Exchange on the same day, they were reflected on the platform of the National Stock Exchange of India Limited on 2nd June, 2025. |
The delay was due to an inadvertent procedural lapse in the submission and confirmation process, although the Audited Financial Results were approved and submitted to the Stock Exchange on 30th May, 2025. The Company has been advised to strengthen its internal monitoring mechanism to ensure timely filing and confirmation of regulatory disclosures. |
2. The Company has not filed the Statement of Deviation(s) or Variation(s) in accordance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended 31st March, 2025, and there were no deviations during the reporting period. |
The non-filing was due to an inadvertent oversight in the Companys compliance monitoring process. The Company has been advised to strengthen its internal compliance mechanism to ensure timely identification and filing of all applicable regulatory disclosures and to avoid recurrence of such instances. |
3. The Company delayed submission of the disclosure of Related Party Transactions for the half year ended 31st March, 2025 under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure was due on 30th May, 2025 and was submitted on 2nd June, 2025. Consequently, the Stock Exchange levied a fine of Rs. 5,900/- which was paid by the Company on 12th July, 2025. |
The delay in submission of the Related Party Transaction disclosure was due to an inadvertent delay in the compilation and finalisation of the requisite information and the subsequent filing process. The Company has noted the delay and has been advised to strengthen its review and approval mechanism to ensure timely submission of regulatory disclosures and prevent recurrence of such delays. |
4. The Company delayed submission of the Annual Secretarial Compliance Report for the financial year ended 31st March, 2025 under Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report was due on 30th May, 2025 and was submitted on 3rd July, 2025. Accordingly, the Stock Exchange imposed a fine of Rs. 64,000/- which has been paid by the Company. As informed by the management, the Company has represented to the Stock Exchange and requested waiver/reduction of the said fine; however, the final status of the same is awaited. |
The delay in submission of the Annual Secretarial Compliance Report was due to an inadvertent procedural lapse in the compliance and filing process. The Company has taken note of the matter and has been advised to strengthen its compliance monitoring mechanism to ensure timely submission of all regulatory filings. The fine imposed by the Stock Exchange has been duly paid. |
| 5 Various disclosures required under Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not properly disclosed or updated on the website. | The observations were primarily attributable to certain gaps in the periodic review and coordination for updation of the disclosures on the Companys website. The Company has taken note of the same and has initiated necessary measures to strengthen its compliance monitoring and review mechanism to ensure that all disclosures prescribed under Regulation 46 are appropriately maintained, updated and made available on the website in a timely manner. |
d) Internal Auditor:
M/s. Valawat & Associates (FRN: 003623C), Chartered Accountants, were appointed as the Internal Auditor of the Company for the financial year 2025-2026 based on the recommendation of the Audit Committee of the Company.
e) Cost Auditors:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is not required to appoint a Cost Auditor.
f) Maintenance of cost records:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.
g) Reporting of frauds by statutory auditors under section 143(12)-
There were no incidents of fraud reporting by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.
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7. OTHER DISCLOSURES:
Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:
a) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which could have impact on the going concern status and the Companys operations in future.
b) RISK MANAGEMENT POLICY:
The Company has a risk management framework in place for identification and management of risks including identifying, assessing, monitoring, and mitigating various key business risks. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
c) DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2026, the Board of Directors hereby confirms that:
a. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures,
b. such accounting policies have been selected and applied consistently and the Directors
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 as March 31, 2026, and of the profit/loss of
the Company for that year,
c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis,
e. They have laid down Internal financial controls for ensuring the orderly and efficient
conduct of its business, including adherence to 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
information and,
f. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
d) DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, the Company has established an Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)......2013. The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and the Company.
The following is the summary of Sexual Harassment complaints received and disposed of during the year 2025-2026.
| Particulars | Details |
| No. of Complaints Received | NIL |
| No. of Complaints Disposed off | NIL |
| No. of cases pending for more than 90 days | NIL |
e) DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013
The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
f) DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
g) DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013
As per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations, no equity shares were issued under the Employees Stock Option Scheme during the financial year.
h) DISCLOSURE UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014
The company is in compliance with the provisions relating to the Maternity Benefits Act, 1961.
i) DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013.
During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
j) DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.
No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.
l) DISCLOSURE OF REASON FOR THE DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT.
There were no instances of one-time settlement with any Bank or Financial Institution.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014.
The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197(12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Companies Act, 2013 and the Rules made thereunder are given in Annexure IV to this Report.
As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees are provided in the prescribed format and appended as Annexure IV to this report.
Further the Company has no employee who is in receipt of remuneration either:
m) MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as Annexure V.
n) CORPORATE GOVERNANCE
Your Company is committed to maintaining the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself a trustee of its shareholders and acknowledges its responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with these principles, the company has created a corporate structure based on business needs and maintains a great degree of transparency through regular disclosures with a focus on adequate control systems.
As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the Financial Year 2025-2026 is presented as Annexure VI to this Report.
o) SEBI COMPLAINTS REDRESSAL SYSTEM (SCORES):
The investor complaints are processed in a centralized web-based complaints redressal system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its status. Your Company is registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.
The Company received three (3) complaints on SCORES during the financial year 2025-2026, all of which were duly resolved within 21 days of receiving the same.
p) CRITERIA FOR MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS:
Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to non-executive directors.
The policy is available on the website at https://www.kshitijpolyline.co.in/policies-and-code-of-conduct.html
q) INSIDER TRADING:
The Board, in consultation with the Audit Committee, has laid down the policy to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading.
The Company has also adopted a Prohibition of Insider Trading Policy. The policy is available on the website at https://www.kshitijpolyline.co.in/policies-and-code-of-conduct.html
r) MEANS OF COMMUNICATION:
The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Companys Website and stipulated communications to the Stock Exchange where the Companys shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Companys Policies etc.
s) HUMAN RESOURCES:
Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention, and development of talent on an ongoing basis. A number of programs that focus on peoples attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.
As on March 31, 2026, there were a total of 92 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and...
t) WEBSITE:
The Company has a website addressed as https://www.kshitipolyline.co.in/index.html. Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.
u) DISCLOSURE PURSUANT TO SECTION 67(3) OF COMPANIES ACT, 2013:
Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates is not applicable to the Company during the financial year 2025-2026 pursuant to Section 67(3) of the Companies Act, 2013 and rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014.
v) DISCLOSURE PURSUANT TO SCHEDULE V PART II SECTION II OF COMPANIES ACT, 2013:
The disclosure pursuant to Schedule V Part II Section II of Companies Act, 2013 forms part of the Corporate Governance report.
w) INDIAN ACCOUNTING STANDARDS-IFRS CONVERGE STANDARDS:
The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.
x) LISTING ON STOCK EXCHANGE:
The Equity shares of the Company are listed on the Main Board of National Stock Exchange of India Limited.
y) DEPOSITORY SYSTEM:
Your Companys equity shares are in Demat form. The Company has appointed National Securities Depository Limited (NSDL) as the designated depository to the Company.
z) AWARDS AND ACHIEVEMENTS:
The Company has not received any awards during the F.Y. 2025-2026.
aa) ANNUAL LISTING FEES TO THE STOCK EXCHANGES:
Kshtij Polyline Limited have listed its equity shares on the Main Board of National Stock Exchange of India Limited. The listing fees have been duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y. 2025-2026 and F.Y. 2026-27.
8. ACKNOWLEDGEMENTS AND APPRECIATION
Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.
| For and on behalf of the Board Kshitij Polyline Limited |
| SD/- Mr. Mahendra Kumar Jain Executive Director & CFO DIN: 09765526 Address: Office no. 33, Dimple Arcade Basement, Near Asha Nagar, off W E Highway, Kandivali East, Mumbai - 400101. |
| SD/- Mrs. Vineeta Jain Whole-time Director DIN: 10481057 Address: Office no. 33, Dimple Arcade Basement, Near Asha Nagar, off W E Highway, Kandivali East, Mumbai - 400101. |
| Date: September 4, 2026 Place: Mumbai |
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