Kshitij Polyline Ltd

To,

The Members,

Kshitij Polyline Limited

Your Directors are hereby presenting the 16^th Directors Report of the Company together with the Audited Statement of Accounts for the financial year ended March 31,2024.

The Company's standalone financial performance during the year ended March 31, 2024, as compared to the previous financial year, is summarized as below:

(Amount in Lakhs)

APPROPRIATION:

The Consolidated Financial Statements for the financial year ended March 31, 2024, forms part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited accounts of the Company on its website: https://kshitijpolvline.co.in/investors/.

During the Financial Year ended March 31, 2024, the Company's total Revenue from operations is INR 3,421.98 Lakhs as against INR 3,397.53 Lakhs in the corresponding previous Financial Year ended March 31,2023.

The Profit/(Loss) after tax for the Financial Year ended March 31,2024, is INR (56.23) Lakhs as against Profit of INR 36.50 Lakhs in the corresponding previous Financial Year ended March 31, 2023.

The Company continues to be engaged in the business of manufacturing, suppling, distributing, and exporting of Lamination Equipment and Stationery Products, offering a diverse range of high-quality products designed to meet the needs of various industries. Our product portfolio includes Binding Materials, Lamination Materials, OHP Sheets, Neck Lanyards, Badge Clips, Card Holders, Plastic Files & Folders, Industrial Plastic Sheets, and more. We provide products in various sizes and colors, catering to both standard and customized requirements.

Our offerings include Classik Ring Binders, Plastic Files, Spiral Binding Sheets, and Personalized Screen- Printed Lanyards. We also specialize in Metal Clip Fittings, File Folder Accessories, and Industrial Plastic Sheets, including Polypropylene and PET Sheets.

There has been no change in the nature of business of the Company during the year under review.

With a view to conserve the available resources, your directors have thought it is prudent not to recommend any dividend for the financial year.

The Company has not transferred any amount to General Reserve Account during the financial year under review.

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, your Company did not have any funds lying unpaid or unclaimed for a period of seven years in an Unpaid Dividend Account. Therefore, there were no funds or shares which were required to be transferred to Investor Education and Protection fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

The performance and financial position / salient features of the financial statement of each of the subsidiaries, associates and joint venture companies for the year ended March 31, 2024, and also the details of companies which have become or ceased as subsidiary, associates and joint ventures, during the year under review, if applicable, is given in Form AOC-1 and is attached and marked as ‘ANNEXURE I' and forms part of this Report.

The detailed policy for determining material subsidiaries as approved by the Board is uploaded on the Company's website and can be accessed at the Web-link: https://kshitNpolyline.co.in/investors/

The Company has not accepted or renewed any amount falling within the purview of provisions ofSection 73

of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit)Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relatingto deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

During the financial year 2023-2024, the Company has borrowed an unsecured loan from Mr. Bharat Gala, the Managing Director and CEO of the Company. The details of which are as mentioned below:

Opening Balance: Nil

Loan taken during the year: INR. 11528735 Loan repaid during the year: INR. 11528735 Loan outstanding at the end of the year: Nil

The respective director has given a declaration in writing to the Company to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

During the financial year 2023-2024, the provisions of Section 135 of the Companies Act, 2013 were not applicable to the Company i.e., the Company was not liable to / obligated to spent the amount towards CSR for the period under review and hence disclosures related to the same are not applicable.

All the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arm's length basis and were in compliance with the applicable provisions of the Act and were in the ordinary course of business.

The details of the same which were material are furnished in Form AOC-2 and are attached as Annexure II and forms part of this report.

There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMP's, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large.

All related party transactions as required under AS-18 are reported in the notes to the financial statement of the Company.

All related party transactions were placed before the Audit Committee for its approval and noting on a quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions and the policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link: https://kshitijpolvline.co.in/investors/.

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read

along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

(B) Technology absorption:

Further, the details pertaining to Foreign Exchange Earnings and Outgo are tabled below:

m) ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the copy of Annual Return of the company as on March 31, 2024 is placed on the website of the company at the following web address: https://kshitijpolyline.co.in/investors/.

Details of Loans granted, Guarantees given, and Investments made during the year under review, covered under the provisions of Section 186 of the Act, are given in notes to the financial statements in the Annual Report.

There are no material changes or commitments affecting the financial position of the Company, subsequent to the close of the Financial Year 2023-2024 till the date of this Report.

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.

As on March 31, 2024; the authorized share capital of the Company was INR. 20,00,00,000/- divided into 10,00,00,000 equity shares of INR. 02 each.

The issued, subscribed and paid-up share capital of the Company is INR 10,13,04,660 as of March 31, 2024, comprising of 5,06,52,330 Equity Shares of Rs. 2 each fully paid-up.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of

India with respect to Meetings of the Board of Directors and General Meetings.

The Board of Directors of Kshitij Polyline Limited is a balanced one with an optimum mix of Executive and Non-Executive Directors. They show active participation at the board and committee meetings, which enhances transparency and adds value to their decision making. The Board of the Company is headed by an Executive Chairman. Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

Below mentioned are the changes occurred in the composition of the Board during F.Y. 2023-2024

There were 4 appointments of Directors or KMPs during the Financial Year under review:

• The Company appointed Mr. Mayur Jitendra Thakkar as an Additional Independent Director of the Company w.e.f. June 01,2023, and was regularized on August 28, 2023.

• The Company appointed Mr. Ruhini Kumar Chakraborty as an Additional Independent Director of the Company w.e.f. June 01,2023, and was regularized on August 28, 2023.

• Mr. Bharat Hemraj Gala was re-appointed as the Managing Director of the Company for a period of 3 years commencing from September 27, 2023, till September 26, 2026, by the Company in the AGM held on September 27, 2023.

• The shareholders of the Company appointed Ms. Vineeta Jain as the Additional Director of the Company w.e.f. January 31,2024, and was regularized on April 29, 2024.

• The Company regularized the appointment of Mr. Mahendra Kumar Jain, as the Executive Director of the Company from October 14, 2022, till October 13, 2027.

• The Company regularized the appointment of Mr. Rajul Vasaria, as the Independent Director of the Company for a period of 5 years commencing from January 05, 2023, till January 04, 2028.

Apart from the above appointment, there was no other change in Directors and KMP during the year

under review.

There were 7 resignations of Directors or KMPs during the Financial Year under review:

• Mr. Lal Singh Bhagrot, the Executive Director of the Company, resigned w.e.f. June 23, 2023.

• Mr. Bharat Hemraj Gala, the Managing Director of the Company resigned w.e.f. October 19, 2023.

• Mrs. Rajul Visaria Dhimant, the Independent Director of the Company, resigned w.e.f. December 19, 2023.

Further, the composition of the Board of Directors is in due compliance of the Companies Act, 2013 (the ‘Act') and SEBI Listing Regulations.

As of March 31, 2024, the Board of the Company comprises of 6 Directors out of which 1 is Whole-time Director, 1 is Executive Director, 1 is Non-Executive Director Non-Independent Director, and 3 are Independent Directors which are provided below:

It is to be noted that none of the directors of the company are disqualified under the provisions of the Act.

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Manisha Chordia, Non-executive Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164 (1) and (2) of the Companies Act, 2013.

During the year under review, the changes in the Key Managerial Personnel (KMPs) are as follows:

As on March 31,2024, the Company had below mentioned Key Managerial Personnel (‘KMP'):

- Mahendra Kumar Jain - Chief Financial Officer

- Vineeta Jain - Whole Time Director

- Devyani Maheshwari - Company Secretary and Compliance Officer

The Company has duly complied with the definition of ‘Independence' according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Directors have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors have also confirmed that they have complied with the Company's code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

In a separate meeting of Independent Directors held on March 08, 2024, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering the views of executive director.

During the financial year 2023-2024 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.

Further the Company has also taken a certificate of non-disqualification of directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) which is enclosed with the annual report.

None of the Directors have drawn any remuneration or commission from its subsidiary company.

Details of the meetings of the Board of Directors held during the year under review forms part of the Corporate Governance Report forming part of the annual report.

Gap between two Board meetings during the year under review did not exceed one hundred and twenty days. A requisite quorum was present for all the meetings.

The attendance of the Board members at the Board meetings held during the year forms part of the corporate governance report forming part of the annual report.

The Audit Committee of Board of Directors is constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. Due to reconstruction of the Board during the year, the composition was changed and the composition of the audit committee as on the year ended March 31, 2024, forms part of the Corporate Governance Report forming part of the annual report.

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Company Secretary of the Company acts as a secretary to the Committee.

The details of the meetings of the Audit Committee held during the year under review forms part of the Corporate Governance Report forming part of the annual report.

The attendance of the members at the Audit committee meetings held during the year forms part of the corporate governance report forming part of the annual report.

During the financial year under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

The Nomination and Remuneration Committee of the Board of Directors is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. Due to reconstruction of the Board during the year, the composition was changed and the composition of the Nomination and Remuneration Committee as on the year ended March 31,2024, forms part of the Corporate Governance Report forming part of the annual report.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director, and policy relating to selection and remuneration for Directors, Key Managerial Personnel and Senior Management Employees.

Major criteria/gist defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

The Nomination and Remuneration Policy of the Company pursuant to provisions of Section 178 (3) and (4) of the Companies Act, 2013 is published on the website of the Company at https://kshitijpolyline.co.in/investors/.

The details of the meetings of the Nomination & Remuneration Committee held during the year under review and attendance of each member therein forms part of the Corporate Governance Report forming part of the annual report.

The Stakeholder & Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. Due to reconstruction of the Board during the year, the composition was changed and the composition of the Stakeholder Relationship Committee as on the year ended March 31,2024, forms part of the Corporate Governance Report forming part of the annual report.

The Company Secretary of the Company acts as the Secretary of the Stakeholders' Relationship Committee.

The details of the meetings of the Stakeholders' Relationship Committee held during the year under review and attendance of each member therein forms part of the Corporate Governance Report forming part of the annual report.

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors held their separate meeting on February 02, 2024, without the attendance of non-independent directors and members of management, inter alia, to discuss the following:

• Review the performance of non-independent directors and the Board as a whole.

• Review the performance of the Chairperson of the Company, considering the views of executive directors and non-executive directors; and assess the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on the raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concerns/grievances to the Chairman of the Board of Directors and it also It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine whistle-blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations.

The said policy is also available on the website of the Company https://kshitiipolvline.co.in/investors/.

Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(5) (iiia) of Companies (Accounts) Rules, 2014, the Board has carried out the formal annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees and the working of the Board as whole. The evaluation exercise was carried out on various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of the duties and obligations, governance issues, etc.

The manner in which the evaluation has been carried out has been explained below:

• Performance Evaluation criteria: Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman by the Nomination and Remuneration committee as per the structured mechanism who were evaluated on following parameters / criteria:

• Participation and contribution by a director,

• Commitment (including guidance provided to senior management outside of Board / Committee meetings),

• Effective deployment of knowledge and expertise,

• Effective management of relationship with stakeholders,

• Integrity and maintenance of confidentiality,

• Independence of behavior and judgment,

• Observance of Code of Conduct, and

• Impact and influence

In the opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity, experience, and proficiency in their respective fields. Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by; and are either exempt or have completed the online proficiency self -assessment test conducted by; the Indian Institute of Corporate Affairs the in accordance with the provisions of Section 150 of the Act.

The matters related to Auditors and their Reports are as under:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, shareholders at their Annual General Meeting held on December 04, 2020, had approved the appointment of M/s. VRCA & Associates (Firm Registration No.: 104727W), Chartered Accountants as the statutory auditors of the Company for the term of 5 (Five) financial years for F.Y. 20192020 to 2023-2024 and till the conclusion of the Annual General Meeting of the Company to be held for the year 2024.

Since, the said auditor's term will expire post the upcoming annual general meeting, the Board recommends to the shareholders of the Company to re-appoint the said auditor for another term of 05 years.

The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer

requiring explanation.

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended March 31, 2024, read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Provisions of Section 204 and Section 134(3) of the Companies Act, 2013 read with Regulation 24A of SEBI (LODR) Regulation, 2015, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board has appointed M/s. Ronak Jhuthawat and Co., Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The secretarial audit report issued by M/s. Ronak Jhuthawat and Co., Practicing Company Secretaries, in Form MR-3 for the financial year 2023-24, forms part of the Directors Report as "ANNEXUREIII".

The Management Responses to the observations of the Secretarial Auditor are as follows:

M/s. Valawat & Associates, Chartered Accountants were appointed as the Internal Auditor of the Company for the financial year 2023-2024 based on the recommendationof the Audit Committee of the Company.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is not required to appoint Cost Auditor.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

There were no incidents of reporting of frauds by Statutory Auditors of the Company underSection 143(12) of the Act read with Companies (Accounts) Rules, 2014.

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

No orders have been passed by any Regulator or Court or Tribunal which could have impact onthe going concern status and the Company's operations in future.

The Company has a risk management framework in place for identification and management of risks including identifying, assessing, monitor, and mitigate various nones to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2024, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as March 31,2024, and of the profit/loss of the Company for that year,

c. proper and sufficient care was taken for the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d. the annual accounts of the Company have been prepared on a going concern basis,

e. They have laid down Internal financial controls for ensuring the orderly and efficient conduct of its business, including adherence to 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 information and,

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

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, the Company has established an Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and the Company.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2023-2024.

• No. of Complaints Received: Nil

• No. of Complaints Disposed of: Nil

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the District Officer, Mumbai pursuant to section 21 of the aforesaid Act and Rules framed thereunder.

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (ShareCapital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

As per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations, no equity shares were issued under Employees Stock Option Scheme during the financial year.

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4)

of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

There was no instance of onetime settlement with any Bank or Financial Institution.

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014the Companies Act, 2013 and the Rules made thereunder are given in Annexure IV to this Report.

As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees are provided in the prescribed format and appended as Annexure IV to this report.

Further the Company has no employee who is in receipt of remuneration of either:

1. INR. 8,50,000/- per month or INR 1,02,00,000/- per annum or

2. Who receives in aggregate in excess of that drawn by the Managing Director or Whole Time Director of the Company and holds by himself/herself along with his spouse and dependent children not less than 2% of the equity shares of the Company.

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as Annexure V.

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself a trustee of its shareholders and acknowledges its responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with these principles the company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the financial year 2023-2024 is presented as Annexure VI to this Report.

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The Company has not received any complaint on the SCORES during the financial year 2023-2024.

Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to non-executive directors.

The policy is available on the website at https://kshitijpolvline.co.in/investors/.

The Board has in consultation with the Stakeholder's Relationship Committee laid down the policy to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading.

The Company has also adopted a Prohibition of Insider Trading Policy.

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Company's Website and stipulated communications to the Stock Exchange where the Company's shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Company's Policies etc.

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused people's attention are currently underway. Your Company's thrust is on the promotion of talent internally through job rotation and job enlargement.

As on March 31,2024, there were a total of 89 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 to protect and safeguard the interest of the employees.

The Company has a website addressed as https://kshitijpolyline.co.in/investors/ .Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates is not applicable to the Company during the financial year 2023-2024 pursuant to Section 67(3) of the Companies Act, 2013 and rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014.

The disclosure pursuant to Schedule V Part II Section II of Companies Act,2013 forms part of the Corporate Governance report.

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.

The Equity shares of the Company are listed on the Main Board of National Stock Exchange of India Limited.

Your Company's equity shares are in Demat form. The Company has appointed National Securities Depository Limited (NSDL) as designated depository to the Company.

Your Company has received no awards during F.Y 2023-2024.

Kshitij Polyline Limited have listed its equity shares on the Main Board of National Stock Exchange of India Limited. The listing fees have been duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y. 2023-2024 and F.Y. 2024-2025.

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

Address: Office no. 33 Dimple Arcade Basement, Near Asha Nagar Kandivali (East) off W E Highway, Mumbai, Kandivali East, Mumbai, Kandivali East,

Address: Office no. 33 Dimple Arcade Basement, Near Asha Nagar Kandivali (East) off W E Highway, Mumbai, Kandivali East, Mumbai, Kandivali East, Maharashtra, India, 400101.

(Information in respect of each subsidiary/ Associate Companies/ Joint Venture Companies to be presented with amounts in Rs. In Lacs)

Names of subsidiaries which are yet to commence operations: -

Names of subsidiaries which have been liquidated or sold during the year: None

Names of associates / joint ventures which are yet to commence operations: - None Names of associates / joint ventures which have been liquidated or sold during the year: - None

2. Details of material contracts or arrangement or transactions at arm's length basis:

33 Dimple Arcade Basement, Near Asha Nagar Kandivali (East)

OFF W E Highway, Mumbai, Kandivali East, Maharashtra, India, 400101

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by KSHITIJ POLYLINE LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period 1^st April, 2023 to 31^st March, 2024, complied with the statutory provisions listed here under to this Report and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2024 according to the provisions of;

1. The Companies Act, 2013 (the Act) and the rules made there under;

2. The Securities Contracts (Regulation) Act, 1956(SCRA) and the rules made there under;

3. The Depositories Act, 1996 and the Regulations and Bye-law framed hereunder;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India, 1992 (‘SEBI Act');

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) The Securities and Exchange Board of India Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; Not Applicable during the Audit period;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable during the Audit period;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies, Act and dealing with client; Not applicable as the Company is not registered as Registrar to Issue and Share Transfer Agent during the year under review;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not Applicable during the Audit period;

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable during the Audit period;

i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015

6. I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. The Listing Agreements entered into by the company with NSE Limited,

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

> Adequate notices are given to all directors to schedule the Board Meetings and agenda were sent in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

> All decisions at Board Meetings are carried by majority/unanimously as recorded in the minutes of the Meetings of the Board of Directors.

I further report that there are adequate systems and processes commensurate with its size and operations of the Company to monitor and ensure compliance with all applicable laws, rules, regulations and guidelines.

33 Dimple Arcade Basement, Near Asha Nagar Kandivali (East)

OFF W E Highway, Mumbai, Kandivali East, Maharashtra, India, 400101

My report of even date is to be read along with this letter.

A. Maintenance of Secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

B. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in Secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

C. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

D. Wherever required, I have obtained the Management representation about compliance of laws, rules and regulations and happenings of events etc.

E. The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. My examination was limited to the verification of procedures on test basis.

F. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of efficacy or effectiveness with which the management has conducted the affairs of the Company.

[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014]

(a) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year ending March 31,2024, and

(b) The Percentage Increase in Remuneration of Each Director, Chief Financial Officer and Company Secretary during the Financial Year ending on March 31, 2024.

Apart from the above, none of the other Directors are paid remuneration in any form.

There has been no increase in the remuneration of Director.

2. The number of permanent employees on the rolls of the Company: 89 permanent employees as on March 31,2024.

3. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increasein the managerial remuneration and justification thereof and point out if there are anyexceptional circumstances for increase in the managerial remuneration. - Not Applicable

There is no variable component in the remuneration of the Executive Directors. The Non-Executive Directors are not entitled to remuneration in any form other than the sitting fees for the meetings attended by them.

Not Applicable

Particulars of Top Ten Employees as per Rule 5(2) and 5(3) of Companies (Appointment & Remuneration of Managerial

Personnel) Rules, 2014 for F.Y. 2023-2024