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

FINANCIAL RESULTS:

(Rs. in lacs)

OPERATIONS:

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

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

In the consolidated financial statements for FY
2024-25, no revenue has been recognized
from the wholly owned subsidiary, M/s. Satara
Aerospace and Defence Industrial Park Private
Limited, as the subsidiary was incorporated

on 5th June 2024 and did not undertake any
revenue-generating operations during the
year. Consequently, there is no difference
in revenue figures between the standalone
and consolidated financial statements for the
reporting period.

PROSPECTS:

The Company has established a strong and
widespread dealer network across Western
and Southern India for the sale of its paper
products. It continues to focus on expanding
and deepening this network to enhance market
penetration and secure new orders for Kraft

paper. During the year, the Company was able
to sell its entire production without any inventory
overhang, indicating consistent demand and
efficient supply chain management.

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

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

RESERVE AND SURPLUS

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

STATEMENT ON RISK MANAGEMENT
POLICY:

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

The management has taken adequate measures
to ensure the effective implementation of this
policy by identifying key risk areas, including

operational, financial, regulatory, and strategic
risks. Appropriate mitigation strategies have
been put in place to address these risks and
safeguard the Company’s interests.

DIVIDEND:

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

MATERIAL CHANGES AND COMMITMENT

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

NATURE OF BUSINESS

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

DEPOSITS:

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

CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES

The provisions relating to Corporate Social
Responsibility under Section 135 of the
Companies Act, 2013 are not applicable to
the Company during the financial year under
review. Accordingly, the Company has not

developed or implemented any CSR initiatives
for the said period.

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

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

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

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES

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

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

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

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

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

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

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

SUBSIDIARY COMPANY

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

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

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

A report on the performance and financial
position of the subsidiary in the prescribed

format Form AOC-1, as required under the
proviso to Section 129(3) of the Companies
Act, 2013, forms part of this Annual Report as
Annexure II.

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

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

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

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

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

JOINT VENTURES AND ASSOCIATE
COMPANIES

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

FINANCIAL STATEMENTS:

The audited Standalone and Consolidated
Financial Statements of the Company, which

form an integral part of this Annual Report,
have been prepared in compliance with the
applicable provisions of the Companies Act,
2013, and in accordance with:

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

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

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

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

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

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

• Mr. Kaustubh Wadikar (DIN: 06772587)
and Mr. Sandeep Shahapurkar (DIN:
06919724) successfully completed their
second consecutive term of five years
each as Independent Directors on 23rd

September 2024. Accordingly, they ceased
to be Directors with effect from the close of
business hours on the same date. The
Board places on record its deep
appreciation for their valuable contributions
and guidance during their tenure.

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

• During the year under review, the Company
re-appointed the Chief Financial Officer
(CFO) with effect from 13th November

2023, based on the recommendation of
the Nomination and Remuneration
Committee and approval of the Board of
Directors meeting held on 28th May

2024, in accordance with the provisions of
the Companies Act, 2013.

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

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

CHANGES IN CAPITAL STRUCTURE

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

• On 18th March 2024, the Shareholders
approved the issue of2,59,00,000 (Two Crore
Fifty-Nine Lakh) convertible warrants on
a preferential basis to promoters and non¬
promoters. Each warrant carries the option
to convert into one equity share at a price

of ' 30.10 per warrant (comprising '10 face
value and '20.10 premium), within a
period of 18 months from the date of
allotment. In-principle approval for the said
issuance was received from BSE Limited,
vide approval no. LOD/PREF/AB/
FIP/32/2024-25 dated 4th April 2024.

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

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

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

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

Utilization Of Funds

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

Outstanding Warrants

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

BOARD EVALUATION:

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

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

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

NUMBER OF BOARD MEETINGS
CONDUCTED DURING THE YEAR:

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

(a) In the preparation of the annual accounts,
the applicable accounting standards had
been followed along with proper

explanation relating to material
departures;

(b) We have selected such accounting
policies and applied them consistently
and made judgments and estimates that
are reasonable and prudent so as to give
a true and fair view of the state of affairs
of the company at the end of 31st March
2025 and of the profit and loss of the
company for that period;

(c) We have taken proper and sufficient care
for the maintenance of adequate
accounting records in accordance with
the provisions of this Act for safeguarding
the assets of the company and for
preventing and detecting fraud and other
irregularities;

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

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

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

AUDITORS:

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

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

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

SECRETARIAL AUDITOR

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

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

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

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

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

SECRETARIAL AUDITOR’S REPORT

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

CORPORATE GOVERNANCE:

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

ANNUAL RETURN:

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

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and
procedures for ensuring the orderly and
efficient conduct of its business, including
adherence to the Company's policies, the
safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy
and completeness of the accounting records,
and the timely preparation of reliable financial
disclosures.

SIGNIFICANT AND MATERIAL ORDERS

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

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

DECLARATION OF INDEPENDENT
DIRECTORS

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

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

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

PARTICULARS OF EMPLOYEES

The table containing the names and other
particulars of employees in accordance with
the provisions of Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is
appended as Annexure VIto the Board's report.

COMPANY’S POLICY RELATING TO
DIRECTORS’ APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE OF
THEIR DUTIES

This Nomination and Remuneration Policy is
being formulated in compliance with Section
178 of the Companies Act, 2013 read along

with the applicable rules thereto and pursuant
to regulations of Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations,
2015, as amended from time to time. This
policy on nomination and remuneration of
Directors, Key Managerial Personnel and
Senior Management has been formulated by
the Nomination and Remuneration Committee
(NRC or the Committee) and has been
approved by the Board of Directors and is
available on company’s website on link - www.
kaypowerandpaper.com

LISTING OF EQUITY SHARES:

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

VIGIL MECHANISM

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

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

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

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

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

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

COMMITTEES OF THE BOARD

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

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

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

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013.

The Company has in place an Anti-Sexual
Harassment Policy in line with the requirements
of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Complaints
Committee (ICC) has been set up to redress
complaints received regarding sexual
harassment. All employees (permanent,
contractual, temporary and trainees) are

covered under this policy. No complaints
pertaining to sexual harassment were received
during F.Y. 2024-25.

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

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

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

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

ACKNOWLEDGEMENT:

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

For and on behalf of the Board of Directors

NIRAJ CHANDRA
CHAIRMAN AND MANAGING DIRECTOR

DIN: -00452637

Place: Satara
Date: 12^th August 2025