Your Directors are pleased to present before you their 35^th Annual Report on the business and
operations of the Company together with the Audited Statements of Accounts for the Financial
Year ended 31^st March, 2024.

Financial Summary or Highlights/ Performance of the Company (Standalone):

The Company’s financial performance for the year under review along with previous year’s
figures is summarized hereunder on the Standalone basis financial statements of the company.

^previous year figures have been regrouped/rearranged wherever necessary.

The above figures are extracted from the Financial Statements prepared in accordance with
accounting principles generally accepted in India including the Accounting Standards specified
under section 129 and 133 of the Companies Act, 2013 (“the Act”) read with the Companies
(Accounts) Rules, 2014 and other relevant provisions of the Act. The detailed financial statement
as stated above are available on the Company's website at http://kiranprintpack.wix.com/kiran/

1. Financial Performance (Amounts below are Rs. in ’000)

During the year under review, the revenue from operations of your Company was
8,734.619 in comparison to 9,000.256 during the previous year. The Company has Profit
After Tax of 331.913 in comparison to (1,956.648) during the previous year.

2. Business Review/State of the company’s affairs

During the year under review, the Company has not changed its nature of business.

3. Dividend

During the year the company has not declared any dividend.

4. Reserves

The company except its profits does not propose any amount to transfer to the General
Reserves.

5. Share Capital

During the year under review, the Company has not allotted any Equity Shares on
rights/ preferential/ private placement basis.

As on 31^st March, 2024, the issued, subscribed and paid up share capital of Company
stood at Rs. 5,00,29,000/- comprising of 50,02,900 Equity shares of Rs.10/- each.

A. Disclosure regarding Issue of Equity Shares with Differential Rights:

During the year under review, the Company has not issued any equity shares with differential
rights.

B. Disclosure regarding issue of Employee Stock Options:

During the year under review, the Company has not provided any Stock Option Scheme to the
employees.

C. Disclosure regarding issue of Sweat Equity Shares:

During the year under review, the Company has not issued any Sweat Equity Shares.

D. Disclosure regarding Buy back of shares:

During the year under review, the Company has not bought back any shares.

E. Disclosure regarding issue of Bonus Shares:

During the year under review, the Company has not issued any bonus shares.

6. Details of directors or key managerial personnel who were appointed during the year:

(i) Retiring by rotation:

Mr. Bharat Saboo (holding DIN 03177753), Director of the Company, will retire by
rotation at the ensuing Annual General Meeting and being eligible offers himself for
reappointment.

Brief profile of the Directors proposed to be reappointed as required under Regulation
36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are part of the Notice convening the Annual General
Meeting.

(ii) Declaration by Independent Directors:

Pursuant to Section 149 (7) of the Companies Act, 2013 (“the Act”) read with the
Companies (Appointment and Qualifications of Directors) Rules, 2014, the
Company has received declarations from all the Independent Directors of the
Company confirming that they meet the 'criteria of Independence' as prescribed
under Section 149 (6) of the Act and have submitted their respective declarations as
required under Section 149 (7) of the Act and the Listing Regulations.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, as amended, Independent Directors of
the Company have included their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.

(iii) Familiarization programme for Independent Director:

The Company proactively keeps its Directors informed of the activities of the
Company, it's Management and operations and provides an overall industry
perspective as well as issues being faced by the industry in the Familiarization
programme conducted for the Independent Directors of the Company. The
Familiarization programme is available on the website of the Company at http://
kiranprintpack.wix.com/kiran/

(iv) Key Managerial Personnel:

In terms of the provisions of Sections 2 (51) and 203 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the following employees were holding the position of Key Managerial
Personnel ('KMP') of the Company as on March 31, 2024:

Mr. Karan Kamal Mohta Managing Director

Mrs. Sudha Mohta Chief Financial Officer

Ms. Chandni Shah Company Secretary & Compliance Officer

7. Committees of Board:

As on March 31^st 2024, the Company has following Statutory Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

The Board decides the terms of reference for these companies. Minutes of meetings of the
Committees are placed before the Board for information. The details as to the
composition, terms of reference, number of meetings and related attendance, etc. of these
Committees are provided in detail, in the Corporate Governance Report which forms a
part of this Annual Report.

8. Compliances of applicable Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
such systems are adequate and operating effectively.

9. Meetings of the Board and its Committee:

a. Board Meeting:

A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year the Board of Directors of the Company met 5 (Five) times on 29/05/2023,
14/08/2023, 05/09/2023, 08/11/2023 and 13/02/2024

The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.

b. Audit Committee

Your Company has constituted an Audit Committee with its composition, quorum,
powers, roles and scope in line with the applicable provisions of the Act and Listing
Regulations. During the financial year under review, the Audit Committee reviewed the
internal controls put in place to ensure that the accounts of your Company are properly
maintained and that the accounting transactions are in accordance with prevailing laws and
regulations. In conducting such reviews, the Committee found no material discrepancy or
weakness in the internal control system of your Company. The Committee has also
reviewed the Policy and procedures for assessing and managing the risks.

During the financial year under review, all recommendations made by the Audit
Committee were accepted by the Board.

The Composition of Audit Committee and the attendance of Members at the Meeting
during FY 2023-24 were as under:

The Company has a qualified and independent Audit Committee, and its composition is in
line with the applicable provisions of Section 177 of the Act and Regulation 18 of Listing
Regulation.

During the financial year under review, the Committee met 5 (Five) times on 29/05/2023,
14/08/2023, 05/09/2023, 08/11/2023 and 13/02/2024.

c. Nomination and Remuneration Committee

Your Company has constituted a Nomination and Remuneration Committee with its
composition, quorum, powers, roles and scope in line with the applicable provisions of the
Act and Listing Regulations.

The Composition of Nomination and Remuneration Committee and the attendance of
Members at the meeting during FY 2023-24 were as follows:

The Company has a qualified and independent Nomination & Remuneration Committee,
and its composition is in line with the applicable provisions of Section 178 of the Act and
Regulation 19 of Listing Regulation.

During the financial year under review, the Committee met 5 (Five) times on 29/05/2023,
14/08/2023, 05/09/2023, 08/11/2023 and 13/02/2024.

The Nomination and Remuneration Committee had formulated a policy on remuneration
under the provisions of Section 178(3) of the Act and the same is attached as Annexure I
to this report.

d. Stakeholder Relationship Committee

Your Company has constituted a Stakeholder Relationship Committee with its
composition, quorum, powers, roles and scope in line with the applicable provisions of the
Act and Listing Regulations.

The Composition of Stakeholder Relationship Committee and the attendance of Members
at the meeting during FY 2023-24 were as follows:

The Company has a qualified and independent Stakeholder Relationship Committee, and
its composition is in line with the applicable provisions of Regulation 20 of Listing
Regulation.

During the financial year under review, the Committee met 5 (Five) times on 29/05/2023,
14/08/2023, 05/09/2023, 08/11/2023 and 13/02/2024.

e. Meeting of Independent Directors:

The Independent Directors met once on February 13, 2024 to evaluate the Board and
assess the functioning of the Board.

10. Listing with Stock Exchanges

At Present, the Equity shares of the Company are listed at BSE Limited.

11. Dematerialization of Shares:

94.14% of the Company’s paid up Equity Share Capital is in dematerialized form as on 31^st
March, 2024 and balance 5.86% is in physical form. The Company’s Registrar and Transfer
Agent is Link Intime India Private Limited having their registered office at C-101, 247 Park,
L.B.S. Marg, Vikhroli (West), Mumbai - 400 083.

12. Details in respect of adequacy of internal financial controls with reference to the
Financial Statements

a) Your directors hereby report that, your company has maintained adequate internal
controls commensurate with its size and its nature of the operation. There are suitable
monitoring procedures in place to provide reasonable assurance for accuracy and timely
reporting of the financial information and compliance with the statutory requirements.
There are proper policies, guidelines and delegation of powers issued for the compliance of
the same across the company.

b) For the purpose of ensuring accuracy in the preparation of the financials, your company
has implemented various checks and balances like periodic reconciliation of major
accounts, review of accounts, obtaining confirmation of various balances and proper
approval mechanism.

c) Your company has documented all major processes in the area of expenses, bank
transactions, payments, statutory compliances and period end financial accounting process.
Your company is continuously putting its efforts to align the processes and controls with
the best practices in the industry.

d) The Company has appointed M/s. Yogesh P Rathi & Associates, a firm of Chartered
Accountant as the Internal Auditor of the company. The report of the said auditor is
periodically reviewed and suggestions were implemented by the Audit Committee and the
Board.

13. Finance & Accounts

The Company is having adequate resources at its disposal to meet its business requirements
and for efficient conduct of business. The Company has not raised any funds by issue of any
securities during the year.

Your company is required to prepare financial statements under Indian Accounting Standards
(Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the
Companies (Indian Accounting Standards) Rules, 2015. The estimates and judgments relating
to financial statements are made on prudent basis, so as to reflect in a true and fair manner,
the form and substance of transactions and reasonably present the Company’s state of affairs
and loss for the year ended 31^st March, 2024.

14. Subsidiaries, Joint Ventures and Associates Companies

Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies
(Accounts) Rules, 2014, a Company needs to prepare AOC-1 but as the Company doesn’t
have any subsidiaries, associates and Joint Ventures, there is no need to prepare AOC-1
and hence the same has not been prepared.

15. Deposits

The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

16. Statutory Auditors

Pursuant to Section 139 of Companies Act, 2013 and other applicable rules there under,
The members of the Company at 31^st AGM held on 28^th September, 2020 had appointed
M/s. VMRS & Co. (having Firm Registration No. 122750W), Chartered Accountants,
Mumbai, as the Statutory Auditors of the Company for a term of 5 years and accordingly they
hold their office till the conclusion of AGM to be held in the year 2025.

Accordingly, M/s. VMRS & Co. (having Firm Registration No. 122750W), Chartered
Accountants shall continue to be the Statutory Auditors of the Company for F.Y2023-2024
The Auditors’ Report is unmodified i.e. it does not contain any qualification, reservation or
adverse remark or disclaimer.

17. Auditors’ Report and Board’s Comments on Qualification, Reservation & Adverse
Remarks or Disclaimer made by Statutory Auditors under section 134(3) (f) of the
Companies Act, 2013

The report of the Statutory Auditors along with notes to Schedules is enclosed to this
report. The Auditors observations are suitably explained in notes to the Accounts and are
self-explanatory. They do not call for any further comments. There has been no
qualification, reservation or adverse remark made by the Auditor in the report.

18. Internal Audit

The Board of directors has appointed M/s. Yogesh P Rathi & Associates, a firm of
Chartered Accountants as the Internal Auditors of the company on the recommendations
of the Audit Committee for F.Y. 2023-24.

19. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. Kavita Raju
Joshi, Practising Company Secretary, have been appointed as Secretarial Auditors of the
Company.

The Secretarial Audit Report for financial year ended March 31, 2024 is annexed to this
report. The Secretarial Audit Report for the year ended March 31, 2024 does not contain any
qualification or observation, which requires any comments from the Board.

20. Cost Auditor

Your company does not fall within the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such
records are required to be maintained and no cost auditor is required to be appointed.

21. Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at
Company’s website at http://kiranprintpack.wix.com/kiran/

22. Foreign Exchange Earnings / Outgo

The Company has neither incurred any expenditure nor earned any income in foreign
exchange.

23. Corporate Social Responsibility (CSR)

As per Section 135 of the Companies Act, 2013 every Company having net worth of Rs.
500 Crores or more or Turnover of Rs.1,000 Crores or more or Net Profit of Rs. 5
Crores is required to constitute CSR committee.

However, your Company has not developed or implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable to the Company.

24. 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 provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job rotation
and job enlargement.

25. Disqualification of Directors

During the year under review, the Company has received Form DIR-8 from all Directors as
required under the provisions of Section 164(2) of the Companies Act, 2013 read with
Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the
Directors of your Company is disqualified to hold office as director and debarred from
holding the office of a Director.

26. Vigil Mechanism

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for
Directors and employees of the Company to report concerns about unethical behavior,
actual or suspected fraud or violation of the company's code of conduct or ethics policy.
The Vigil Mechanism Policy has been uploaded on the website of the Company at http://
kiranprintpack.wix.com/kiran/.

27. Insider Trading

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The Insider Trading Policy of the company lays down guidelines and
procedure to be followed, and disclosure to be made while dealing with shares of the
company as well as consequences of violation. The policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the highest ethical
standards of dealing in the company's shares. The Company had in place a Code of
Conduct for Prevention of Insider Trading and Corporate Disclosure Practices, in
accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Accordingly, the Board approved and adopted:

a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information; and

b) Code for Fair Disclosures and Conduct the codes referred above is placed on the
Company's website http:// kiranprintpack.wix.com/kiran/.

28. Related Party Transactions

The transactions/contracts/arrangements entered 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 on an arm’s length basis and in ordinary course of
business. Further, these contracts / arrangements / transactions with related parties could
not 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 except for which disclosure is
given in Form AOC-2 Annexure-II in this regard.

29. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186
of the Companies Act, 2013 are given in the Notes to the Financial Statements.

30. Statement indicating development and implementation of a risk management
policy for the company including identification therein of elements of risk, if any,
which in the opinion of the Board may threaten the existence of the company:

Your company understands that risk evaluation and risk mitigation is a function of the
board of directors of the company. The Board is fully committed to developing a sound
system for identification and mitigation of applicable risks—viz., systemic and non¬
systemic—on a continuous basis. The board is of the opinion that at present, there are no
material risks that may threaten the very existence and functioning of your company.

31. Safeguard at workplace

The management takes due care of employees with respect to safeguard at workplace.
Further, no complaints are reported by any employee pertaining to sexual harassment and
hence no complaint is outstanding as on 31/03/2024 for redressal. There was no case
filled during the year, under the sexual harassment of women at workplace (Prevention,
Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and
safe atmosphere for every women employee at the workplace and made the necessary
policies for safe and secure environment for women employee.

Complaints as on 01.04.2023: NIL
Complaints filed during the Financial Year: NIL
Complaints as on 31.03.2024: NIL.

32. Details of significant & material orders passed by the regulators or courts or
tribunal impacting the going concern status and company’s operation in future

During the year under review there was no such orders passed by the regulators or courts
or tribunals impacting the going concern status and company’s operations in future.

33. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Act and the corporate
governance requirements as prescribed by Securities and Exchange Board of India under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board of Directors of the Company and the Nomination and Remuneration Committee
reviewed the performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like preparedness
on the issues to be discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors,
performance of the Board as a whole and performance of the Chairman was evaluated, taking
into account the views of executive directors and non-executive directors. The same was
discussed in the Board meeting that followed the meeting of the independent Directors, at
which the performance of the Board, its committees and individual directors was also
discussed.

34. Corporate Governance

In terms of Clause 15(2)(a) of SEBI(LODR) Regulations, 2015 the compliance with the
Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i)
of sub regulation (2) of Regulation 46 and para C, D and E of schedule V are not
applicable to the Company. However, the Company has been observing best corporate
governance practices and is committed to adhere to the Corporate Governance
requirements on-going basis.

Corporate Governance is an ethically driven business process that is committed to values
aimed at enhancing an organization’s brand and reputation. This is ensured by taking ethical
business decisions and conducting business with a firm commitment to values, while meeting
stakeholders’ expectations. It is imperative that our company affairs are managed in fair and
transparent manner. This is vital to gain and retain the trust of our stakeholders. A report on a
Corporate Governance is appended to this report.

35. Ratio of Remuneration

The information required pursuant to Section 197(12) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975, in respect of employees of the Company and
Directors is furnished hereunder:

Ratio of remuneration of each director to the median remuneration of the employees of the
company and Percentage increase in remuneration of each Director and Key Managerial
Personnel for the financial year ended March 31, 2024:

The particulars of the employees as required under Rule 5(2) and Rule 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to
the Company as none of the employees of the Company was in receipt of remuneration as
prescribed under the said Rules.

36. Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.

37. Share Transfer System

All share transfer, dematerialization and related work is managed by Registrar and Share
Transfer Agent (RTA). M/s Link Intime India Private Limited, is your Company's RTA.
All share transfer requests, demat/remat requests, correspondence relating to shares i.e.
change of address, Power of Attorney, etc. should be addressed to the registrar and
transfer agents.

38. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Schedule V of the
SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 forms part of
this report.

39. Annual Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act and
Listing Regulations. The performance of the Board was evaluated after seeking inputs from
all the Directors based on criteria such as the composition of the Board and its committee,
effectiveness of board processes, information and functioning, etc.

In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Managing Director of the Company was evaluated,
taking into account the views of the Executive Director and Non-Executive Directors.

40. Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the report

No Material changes occurred subsequent to the close of the financial year of the
Company to which the balance sheet relates and the date of the report like settlement of
tax liabilities, operation of patent rights, depression in market value of investments,
institution of cases by or against the company, sale or purchase of capital assets or
destruction of any assets etc.

41. Directors Responsibility Statement

According to the provisions of section 134(3)(c) of the Companies Act, 2013, the directors
confirm that:

a) in the preparation of annual accounts for the financial year ended 31^st March, 2024, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;

b) the accounting policies as selected are consistently applied and made judgments and
estimates that are reasonable and prudent manner so as to ensure true and fair view of the
state of affairs of the Company as at 31^st March, 2024 and of the loss of the Company for
the year ended on that date;

c) adequate accounting records are maintained in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d) financial statements have been drawn up on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and

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

42. General

Your Directors state that no disclosure or reporting is required in respect of the following
matters as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise;

b. The Company does not have any scheme of provision of money for the purchase of its
own shares by employees or by trustees for the benefit of employees;

c. No fraud has been reported by the Auditors to the Audit Committee or the Board.

d. There are no shares lying in demat suspense account/unclaimed suspense account.
Hence no disclosure is required to be given for the same.

e. The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions of section 135 of the Companies Act, 2013 along with
Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

43. Conservation of energy, technology absorption and foreign exchange earnings and
outgo:

The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as
follows:

i) Conservation of energy

ii) Technology absorption

Your Company does not carry on any business which requires or where the conservation
of energy or technology absorption is mandatorily required.

44. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor

Education and Protection Fund (IEPF).

45. Details of Application made or proceeding pending under insolvency and
Bankruptcy Code, 2016:

During the year under review there were no application made or any proceedings were
pending under insolvency and Bankruptcy Code, 2016.

46. Acknowledgment:

Your directors wish to thank the stakeholders of the company for their continued support
and cooperation and employees for their dedication and the excellence they have displayed
in conducting the business operations of the company..

Registered Office: For and on behalf of the Board

Kiran Print Pack Limited

W-166 E, TTC Industrial Area,

MIDC Pawane, Navi Mumbai,

Thane - 400 709.

Chairman
Mr. Bharat Saboo
DIN: 03177753

Date: 04/09/2024
Place: Mumbai