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Company Information

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KUNSTSTOFFE INDUSTRIES LTD.

02 April 2026 | 12:00

Industry >> Plastics - Plastic & Plastic Products

Select Another Company

ISIN No INE638D01021 BSE Code / NSE Code 523594 / KUNSTOFF Book Value (Rs.) 18.42 Face Value 10.00
Bookclosure 27/09/2024 52Week High 34 EPS 1.13 P/E 18.52
Market Cap. 14.38 Cr. 52Week Low 18 P/BV / Div Yield (%) 1.13 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors have pleasure in presenting the 39thAnnual Report and Audited Financial Statements of the
Company for the year ended 31st March, 2025. The summarized financial results are given below:

SUMMARISED FINANCIAL RESULTS:

Particulars

2024-25

2023-24

Net Sales

1210.16

1337.49

Other Income

61.24

51.30

Total Income

1271.41

1388.79

Expenses

Operating Expenditure

726.16

877.20

Changes in inventories of finished goods and work-in-process and
stock-in-trade

18.63

(21.35)

Employee benefits expenses

170.56

172.29

Depreciation and amortization expense

13.69

13.17

Other expenses

153.57

171.76

Profit / (loss) from operations before extra-ordinary/exceptional items
and tax

188.79

175.73

Exceptional Items

0.00

0.00

Tax Expense: Current Tax

50.00

42.53

Deferred tax (credit) /charge

61.08

24.45

lncome-Tax of Earlier Year

-

(0.40)

Net Profit / (toss) for the period

77.71

109.16

OPERATIONS

During the year ended 31st March, 2025, gross receipts of the Company was ' 1271.41 lacs against
' 1388.79 lacs of the previous year, depreciation amounted to ' 13.69 lacs (against ' 13.17 lacs in last year)
and Net Profit is
' 77.71 lacs as against 109.16 lacs in last year.

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF
THIS REPORT:

No material changes and commitments have occurred after the closure of the Financial Year 2024-2025 till
the date of this Report, which would affect the financial position of your Company.

We hope with constant monitoring, your Company will be able to achieve better revenue in next year.

DIVIDEND:

The Board of Directors after considering various factors including expansion and to conserve resources, has
deemed it prudent not to recommend any final dividend on equity shares for the year ended 31st March,
2025.

TRANFSER TO RESERVES:

The Board of Directors of the Company has not recommended transfer of any amount to the General
Reserve for the Financial Year ended March 31, 2025.

SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31st March, 2025 was ' 6,89,00,000 divided into
68,90,000 Equity shares having face value of
' 10 each. During the year under review, the Company has
not issued any shares with differential rights, sweat equity shares and equity shares under Employees Stock
Option Scheme.

As on 31st March, 2025, the existing shares held by promoters were 20,32,846 equity shares constituting
29.50% of total share capital and the existing shares held by public were 48,57,154 equity shares constituting
70.50% of total share capital of the company.

HEALTH, SAFETY AND ENVIRONMENT:

Top priority continues to be given to environmental protection for all the units of the Company by keeping
emission levels to the minimum possible. Adequate Insurance cover has been taken for properties of the
Company including Buildings, Plant & Machineries, Stocks and other assets.

The report on Management's Discussion and Analysis includes observations on health, safety and
environment compliances by the Company.

All Plant sites of the Company are environment regulations compliant.

PUBLIC 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 of details of deposits which are not in compliance
with the Chapter V of the Act is not applicable.

LISTING OF SECURITIES AND FEES:

The Company's Equity Shares are listed on Bombay Stock Exchange Ltd. Your company has already paid
Listing Fees for the financial year 2024-2025.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN ECHANGE EARNINGS AND
OUTGO:

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings
and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 are set out as follows.

A. INFORMATION OF CONSERVATION ENERGY:

The particulars of additional requirement proposed by the Companies (Amendment) Act, 1988 and the
Companies (disclosures of particulars of the report of the Board of Directors) Rules 1988 in respect of
the conservation of Energy do not apply to the products of your Company.

B. INFORMATION OF TECHNOLOGY ABSORPTION:

The Company had initially entered into a Technological Collaboration with BAUKU of Germany and the
Company has deputed their engineers for training at the collaborator's plant. The engineers have been
trained in process control, production, maintenance and other technology aspects. The Company has
absorbed closely guarded technology enabling in to produce wide range of plastic pipes which require
much less raw material than any comparable product. This has enabled the Company to produce pipes
and tanks for applications such as sewerage schemes, effluent disposal projects, storage tanks for
chemicals etc.

INFORMATION OF FOREIGN EXCHANGE EARNED AND OUTGO:

During the year under review your Company has neither spent any amount in foreign exchange nor earned
any amount in foreign exchange.

SEGMENT REPORTING:

Your Company's main business is "Polymer Processing" and all other activities of the company revolve
around this main business. As such there are no separate reportable segments within the Company and
hence, the segment wise reporting as defined in Ind AS 108 - Operating Segments (Accounting Standards
17) is not applicable to the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Your company does not have any subsidiary, joint ventures or associate companies.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of your Company during the Financial Year ended 31st
March, 2025.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

No material changes and commitments, affecting the financial position of the Company occurred between
the end of the Financial Year of the Company i.e. 31st March, 2025.

CORPORATE GOVERNANCE:

Since, the paid- up capital of the Company is less than 10 Crores and Net worth is less than 25 Crores, the
provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEB] (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

Therefore, taking Auditors Certificate on Corporate Governance as required under Schedule V of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

AUDITORS:

STATUTORY AUDITORS AND AUDITORS' REPORT:

M/s Akshay Kirtikumar & Associates LLP, Chartered Accountants (ICAI Firm Registration Number 138182W/
W100760) were appointed as the Statutory Auditors of the Company to hold office for a term of 5 years from
the conclusion of the 38th Annual General Meeting (AGM) held on 27th September, 2024 till the conclusion
of the 43rd Annual General Meeting to be held in the year 2029.

The Statutory Auditors, M/s Akshay Kirtikumar & Associates LLP, Chartered Accountants have issued their
reports on Standalone Financial Statements for the financial year 2024-2025.

The Auditors' Report for FY 2024-2025 is unmodified i.e. it does not contain any qualification, reservation or
adverse remark or disclaimer.

No frauds have been reported by the Statutory Auditors during the financial year 2023-2024 pursuant to the
provisions of Section 143(12) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ritesh Sharma,
Practicing Company Secretary (Certificate of Practice Number: 20742) to undertake the Secretarial Audit of
the Company. The Company has annexed to this Board's Report as Annexure III, a Secretarial Audit Report
for the Financial Year 2024-2025 given by the Secretarial Auditor. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark or disclaimer.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Annual Secretarial Compliance Report under Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018 read with SEBI circular no: CIR/ CFD/CMD1/27/2019 dated
08th February, 2019, BSE circular no. LIST/COMP/10/2019-20 dated 9th May, 2019 and BSE circular no
LIST/COMP/12/2019-20 dated 14May, 2019 is not applicable to the Company due to exemption under
Regulation 15(2) of SEBI (LODR) Regulations, 2015.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances
of frauds committed in the Company by its Officers or Employees to the Audit Committee under section
143(12) of the Companies Act, 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Including criteria for determining qualification, positive attributes, and independence of a Director, policy
relating to remuneration for Directors, Key Managerial Personnel and other employees.

Policy on Directors' Appointment

Policy on Directors' appointment is to follow the criteria as laid down under the Companies Act, 2013 and
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is
that -

• There has never been union since incorporation and is not likely to be there in view of cordial relation
with workers. As such the Board felt that there is no need to form policy for unionized workers.

• Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen is
industry driven in which it is operating taking into account the performance leverage and factors such
as to attract and retain quality talent.

• For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and
Rules framed therein, circulars and guidelines issued by Central Government and other authorities from
time to time.

MANAGEMENTS' DISCUSSION AND ANALYSIS REPORT:

Managements' Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming
part of the Director's Report.

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections
2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

(a) Mrs. Soniya P. Sheth - Managing Director

(b) Ms. Unnati P Sheth - Chief Financial Officer

(c) Ms. Padmini Ravindran - Company Secretary

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

The composition of the Board of Directors of the Company is in accordance with the provisions of Section
149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive,
Non-Executive and Independent Directors.

The Board of Directors comprises of 4 Members, consisting of One Managing Director, Two Non-Executive
& Independent Directors and One Non-Executive Non-Independent as on 31st March, 2025.

The Board of Directors at its meeting held on 28th May, 2025 has appointed Mr Chidamber A Rege as
Additional Non Executive Independent Director subject to the approval of member at the ensuing Annual
General Meeting.

RETIREMENT BY ROTATION:

In terms of Section 152 of the Act, Mrs. Soniya P Sheth retires by rotation at the ensuing Annual General
Meeting (AGM) of the Company and being eligible, has offered for her reappointment.

Mrs. Soniya P Sheth has consented to act as a director and is not disqualified from being re-appointed as
Director in terms of Sections 164 and 165 of the Act read with applicable rules made thereunder. She is not
debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority.
She is spouse of Mr. Pravin V. Sheth hence they are related to each other.

In accordance with the provisions of Section 149(10) and (11) of the Companies Act, 2013 and the applicable
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, Mr. Rajender Sharma
(DIN No 07241852), Independent Director of the Company, has completed two consecutive terms of five
years each on the Board of the Company. Accordingly, he is not eligible for re-appointment as an Independent
Director, and will retire from the Board after the conclusion of the ensuing Annual General Meeting.

The Board places on record its sincere appreciation and gratitude for the valuable contributions, guidance,
and dedicated service rendered by Mr. Rajender Sharma during his tenure. His expertise and insights have
greatly benefited the deliberations and decisions of the Board and its Committees.

Appointment/Re-appointment/Cessation

During the year, there was no change in composition of board of directors of the company.

The board of directors at its meeting held on 17th May, 2024 proposed the reappointment of Mrs. Soniya P
Sheth as Managing Director for the period of five years and was approved by the shareholders at the AGM
held on 27th September, 2024.The terms and conditions for reappointment and remuneration details are
mentioned in the explanatory statement which forms the part of notice.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming
that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Listing
Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity
and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that
they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs,
Manesar (“IICA”).

The Independent Directors are also required to undertake online proficiency self-assessment test conducted
by IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they
meet the criteria specified for exemption.

The Independent Directors of the Company are exempt from the requirement to undertake online proficiency
self-assessment test.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the
basis of explanation and compliance certificate given by the executives of the Company, and subject to
disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the
Company from time to time, we state as under:

? That in the preparation of the accounts for the financial period ended 31st March, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures;

? That the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit or loss of the Company
for the period under review;

? That the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

? That the Directors have prepared the annual accounts for the financial period ended 31st March, 2025
on a 'going concern' basis.

? 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

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

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS:

The Nomination and Remuneration Policy of your Company empowers the Nomination and Remuneration
Committee to formulate a process for effective evaluation of the performance of Individual Directors,
Committees of the Board and the Board as a whole.

The Board of Directors formally assess their own performance based on parameters which, inter alia,
include performance of the Board on deciding long term strategies, rating the composition and mix of Board
members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The parameters for performance evaluation of the Directors include contributions made at the Board meeting,
attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement
with senior management etc.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried
out an annual evaluation of its own performance and that of its Committees as well as performance of all
the Directors individually.

Evaluation of Committees:

The performance evaluation of Committees was based on criteria such as structure and composition of
Committees, attendance and participation of member of the Committees, fulfilment of the functions assigned
to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated
at the Committee Meetings to fulfil duties assigned to it, adequacy and timeliness of the Agenda and
Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees,
effectiveness of the Committee's recommendation for the decisions of the Board, etc.

Evaluation of Directors and Board:

A separate exercise was carried out by the Governance, Nomination and Remuneration Committee
(“GNRC”) of the Board to evaluate the performance of Individual Directors. The performance evaluation of
the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The
performance evaluation of the Chairman of the Board was also carried out by the Independent Directors,
taking into account the views of the Executive Directors and Non-Executive Directors. The performance
evaluation the Executive Director of the Company was carried out by the Chairman of the Board and other
Directors.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year ended March 31, 2025, Four (4) Board Meetings were held and the requisite
Quorum was present. The interval between two meetings was well within the maximum period mentioned
under Section 173 of Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Board meeting was held on the following dates:

1. 17th May, 2024

2. 13th August, 2024

3. 04th November, 2024

4. 10th February, 2025

MEETINGS OF INDEPENDENT DIRECTORS:

The Independent Directors of your Company often meet before the Board Meetings without the presence of
the Chairman of the Board or the Executive Director or other Non-Independent Directors or Chief Financial
Officer or any other Management Personnel.

These Meetings are conducted in an informal and flexible manner to enable the Independent Directors to
discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board

as a whole, review the performance of the Chairman of the Company (taking into account the views of the
Executive and Non-Executive Directors), assess the quality, quantity and timeliness of flow of information
between the Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.

The Board usually met once in the start of financial year, the details of which are given in the Corporate
Governance Report forming part of the Annual Report. The maximum interval between any two meetings
did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

DETAILS OF COMMITTEE OF DIRECTORS:

The Board of Directors has constituted Board Committees to deal with specific areas and activities which
concern the Company and requires a closer review. The Board Committees are formed with the approval
of the Board and function under their respective Charters. These committees play an important role in the
overall management of day-to-day affairs and governance of the Company. The Board Committees meet at
regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the
Committee Meetings are usually placed before the Board for noting.

The Board currently has the following Committees:

A. Audit Committee.

B. Nomination & Remuneration Committee

C. Stakeholders Relationship Committee.

A. Audit Committee

The composition of the Audit Committee is in alignment with the provisions of Section 177 of the
companies Act, 2013 read with the Rules issued there under and Regulation18 of the SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015.

The composition of the Audit Committee as on 31st March, 2025 and number of meetings attended by
the members during the year are given below:

Name of Member

Designation

No of Meetings
entitled to attend

Meetings

Attended

Bhadresh Shah

Non-Executive - Independent Director,
Chairperson

4

4

Rajender J. Sharma

Non-Executive - Independent Director,
Member

4

4

Pravin Sheth

Non-Executive - Non Independent Director,
Member

4

4

During the year, Four (4) Audit Committee meetings were held on the following dates:

1. 16th May, 2024

2. 12th August, 2024

3. 03rd November, 2024

4. 09th February, 2025

All the recommendations made by the Audit Committee were accepted by the board.

B. Nomination and Remuneration Committee

The policy formulated under Nomination and Remuneration Committee are in conformity with the
requirements as per provisions of sub-Section (3) of Section 178 of Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company had Constituted
Nomination and Remuneration Committee to decide and fix payment of remuneration and sitting fees to
the Directors of the Company as per provisions u/s 178 of the Companies Act, 2013. The composition
of the Nomination and Remuneration Committee as on 31st March, 2025 and number of meetings
attended by the Members during the year are given below:

Name of Member

Designation

No of Meetings
entitled to attend

Meetings

Attended

Bhadresh Shah

Non-Executive - Independent Director,
Chairperson

4

4

Rajender J. Sharma

Non-Executive - Independent Director,
Member

4

4

Pravin Sheth

Non-Executive - Non Independent Director,
Member

4

4

During the year, Four (4) Nomination and Remuneration Committee meetings were held on the following
dates:

1. 16th May, 2024

2. 12th August, 2024

3. 03rd November, 2024

4. 09th February, 2025

C. Stakeholder Relationship Committee

The Stakeholders Relationship Committee of the Board of Directors was constituted in line with the
provision of Regulation 20 of SEBI (LODR) Regulations 2015 read with section 178 of the Act to looks
after Shareholders'/Investors' Grievance like redressal of complaints of investors such as transfer or
credit of shares, non-receipt of dividend/notices/annual reports etc.

The composition of the Stakeholder Relationship Committee as on 31st March, 2025 and number of
meetings attended by the Members during the year are given below:

Name of Member

Designation

No of Meetings
entitled to attend

Meetings

Attended

Bhadresh Shah

Non-Executive - Independent Director,
Chairperson

4

4

Rajender J. Sharma

Non-Executive - Independent Director,
Member

4

4

Pravin Sheth

Non-Executive - Non Independent Director,
Member

4

4

During the year, Four (4) Stakeholder Relationships Committee meetings were held on the following
dates:

1. 16th May, 2024

2. 12th August, 2024

3. 03rd November, 2024

4. 09th February, 2025

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the
Board of Directors' and 'General Meetings', respectively, have been duly complied by the Company. Also
SS-3 “Dividend” is duly complied by the Company.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:

There is no transaction with Related Party which requires disclosure under Section 134(3)(h) of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

There was no Material Related party transaction(s) made with the Company's promoters, Directors, Key
Managerial Personnel or their relatives as specified under Regulation 23 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions are placed before the Audit Committee for their prior approval. The Policy on
Materiality of Related Party T ransactions and on dealing with Related Party T ransactions as approved by the
Board is uploaded on the Company's website: www.kunststoffeindia.com.

Since all the transaction with Related Parties entered during the Financial Year 2024-2025 by the Company,
were in its ordinary course of business and on arm's length basis FORM AOC- 2 is not applicable to the
Company. However the same are provided in the financial statement forming part of this annual report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED:

There is no Loan given, investment made, guarantees given and securities provided by the Company to any
entity under Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS:

The Audit Committee has established and maintained an effective Internal Control over financial reporting.
Standard operating practices have been laid down and are being followed. The criterion is also being audited
and management has taken effective steps to ensure adequate control over financial reporting.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks
in a proactive and efficient manner. In line with corporate best practices, your Company assesses the risks
in the internal and external environment which will monitor, evaluate and execute all mitigation actions
in this regard and takes all measures necessary to effectively deal with incidences of risk. Adequate risk
management framework capable of addressing the risks is in place.

VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing
Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company.
Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a
letter to the Task Force or the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle
blower policy may be accessed on the Company's website at the link: www.kunststoffeindia.com

PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the names and other particulars of employees are set out in a separate statement attached
herewith and forming part of the report. (Annexure-I)

CORPORATE SOCIAL RESPONSIBILITY:

The provisions relating to Corporate Social Responsibility (CSR) under section 135 of the Companies Act,
2013 are not applicable to the Company.

ANNUAL RETURN:

The Annual Return in Form MGT-7 for the financial year ended 31st March, 2025, shall be filed within 60
days of ensuing Annual General Meeting and will be available on the website of the Company at www.
kunststoffeindia.com

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names
and other particulars of the employees drawing remuneration in excess of the limits set out in the said
rules should be provided in the Annual Reports. None of the Company's employees were covered by the
disclosure requirement.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
not provided in the Annual Report but will be provided to shareholders on asking for the same.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent to the members of the Company. The said
information is available for inspection at the registered office of the Company during working hours and any
member interested in obtaining such information may write to the Company Secretary and the same will be
furnished on request. The full Annual Report including the aforesaid information is being sent electronically
to all those members who have registered their email addresses and is available on the Company's website.

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

The Company has Zero Tolerance towards sexual harassment at the workplace. A detailed POSH Policy is
in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“Act”). The POSH Policy of the Company is available on the website of the
Company.

The details of complaints relating to sexual harassment received and disposed of during the financial year
2024-2025 are as follows:

Number of complaints of sexual harassment received

NIL

Number of complaints disposed of during the year

NIL

Number of complaints pending for more than 90 days

NIL

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended from
time to time. The Act provides for maternity leave, medical bonus, and other benefits to female employees.

During the financial year 2024-2025, the Company ensured that:

• All eligible women employees were granted maternity leave and benefits as prescribed under the Act.

• No discrimination was made against women employees on grounds of maternity.

The Company remains committed to promoting a gender-inclusive and supportive workplace by ensuring full
compliance with all provisions related to maternity benefits.

DEPOSITORY SYSTEM:

Electronic trading of the Company's Equity Shares has been made compulsory by the Securities & Exchange
Board of India (SEBI) from 30th October, 2000. As on 31st March, 2025, about 79.95% shareholding
representing 55,09,091 Equity Shares of the Company have been dematerialized. Your Company has
executed agreements with both NSDL and CDSL for demat of its shares.

INTER-SE TRANSFER OF SHARES AMONG PROMOTERS:

During the year there were no inter-se transfer of shares among promoters which is carried out in compliance
with the provision of the Companies Act, 2013 and rules and regulation of SEBI (LODR) Regulation, 2015.

CEO AND CFO CERTIFICATION:

As required under Regulation 17(8) of the SEBI Listing Regulations, the CEO and CFO of your Company
have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal
Control Systems for financial reporting for the financial year ended 31 March, 2025. Their Certificate is
annexed to this Directors' Report.

OTHER DISCLOSURES:

1. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to
disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not
applicable; and

2. The requirement to disclose the details of difference between amount of the valuation done at the time
of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable.

GENERAL:

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration
or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in future.

5. There was no instance of fraud during the year under review, which required the Statutory Auditors
to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed
thereunder.

Your directors further state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT:

Yours directors place on record their deep appreciation of the continued support received from shareholders
and bankers.

On behalf of the Board
For Kunststoffe Industries Limited

Soniya P. Sheth Pravin V. Sheth

Managing Director Director

DIN: 02658794 DIN: 00138797

Place: Mumbai
Date: 14th August, 2025

Registered Office:

Air Port Road,

Kadaiya, Nani Daman
Daman (U.T.) 396 210
CIN: L65910DD1985PLC010032
E-mail: kunststoffe@kunststoffeindia.com
Website: www.kunststoffeindia.com