Kaira Can Company Ltd

To the Members,

The Directors present the Sixty Second Annual Report and the Audited Statement of Accounts of the Company for the year ended 31^st March, 2025.

Kaira Can Company Limited is a company incorporated in India on March 1, 1962. The company started its manufacturing activity as a Private Limited Company at Anand in the state of Gujarat, which later became a Public limited company on August 24, 1964 and is listed on Bombay Stock Exchange (BSE). The Company is engaged in the manufacture of Open Top Sanitary Cans, Lithographed and Plain Metal Containers and Paint Containers. The company is also in the business of manufacturing of Ice Cream Cones since financial year 2000-2001. The Registered Office of the Company is situated at Mahalaxmi, Mumbai in the state of Maharashtra. The factories are located at Kanjari and Vitthal Udyog Nagar in the State of Gujarat.

Your Company has achieved a total sales turnover of Rs.23,311 lakhs for the year ended 31^st March, 2025 as compared to Rs. 22,500 lakhs for the previous year an increase of 4%. The increase was primarily attributable to continious demand in the metal container segment.

During the year under review, the Company has achieved a sales turnover of Rs.22,028 lakhs of metal cans and its components as compared to Rs. 21,071 lakhs in the previous year, thereby registering an increase of 5%. The Company has executed export orders worth Rs. 526 lakhs of metal cans and its components during the year under review as compared to Rs. 228 lakhs in the previous year. An increase 131% this sharp rise was driven by strong international demand.

The Sugar Cone Division has achieved a sales turnover of Rs. 1,175 lakhs as compared to Rs. 1,309 lakhs in the previous year - representing a decline of approximately 10%. This decrease was primarily attributed to a reduction in overall market demand for ice cream, which had a direct impact on sugar cone sales during the year. Despite the decline, the company remains focused on strengthening its sales volume, exploring new markets, and introducing product innovations to regain growth momentum in the coming year.

Your Directors are pleased to recommend for your approval a dividend of Rs. 12/- per Equity Share of Rs.10/- each on 9,22,133 Equity Share for the year ended March 31, 2025 (Previous Year: Dividend of

Rs.12/- per equity share of Rs.10/- each). The payout of Rs.1,10,65,596 /- dividend is payable shall be subject to deduction of tax at source, as applicable. You are requested to approve the same.

In terms of Section 125 of the Companies Act, 2013, the unclaimed dividend relating to the financial year ended 31^st March, 2018 declared on 27^th July, 2018 is due for remittance on 31^st August, 2025 to Investor Education and Protection Fund established by the Central Government.

The paid-up Equity Share Capital as on 31^st March, 2025 is Rs.92,21,330/- comprises 9,22,133 shares of Rs.10/- each. During the year under review, the Company has not issued any Shares on Right basis and bonus to the shareholders.

The Company is one of the leading and established Company in tin packaging industry in India. The Company is doing aggressive marketing efforts and focusing on quality and uninterrupted supply throughout the year to dairies and food processing industries. The company is also entered into paint sector as well.

Further, the Company has also its presence in export market in Middle East countries. The Directors are confident about the company's future growth in the international market. With rising global demand and continued focus on exports, the company is well-placed to strengthen its presence and explore new opportunities overseas.

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and as mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31,2025.

There is no audit qualification in the financial statements by the statutory auditors for the year under review.

The Company has been assigned a rating CRISIL BBB+/Stable for Long term facilities and CRISIL A2 for short term facilities.

Your Company does not have any subsidiary company.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at www.kairacan.com.

The Board of Directors met four times during the year 2024-25. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report appearing as a separate section in this Annual report.

Kaira Can Company Limited has an Audit Committee that comprises of four Non-executives, Independent Directors and two non-executives, non-independent Director. The Chairman of the Audit Committee is an Independent Director. The Independent Directors are accomplished professionals from the corporate fields. The Managing Director, Executive Director & Chief Financial Officer (CFO), GM (Finance and Accounts) and AGM - Accounts of the Company attend the meetings on invitation. The Company Secretary is the Secretary of the Committee.

During the year the Audit Committee has following members:

During the year ended March 31,2025 the Committee met four times.

The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

All related party transactions that were entered into during the financial year were on an arm's length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. All related party transactions are mentioned in the notes to the accounts.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for the approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.kairacan.com.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis form AOC-2 is not applicable to the Company.

The Company has whistle blower policy to deal with instances of fraud and mismanagement, if any.

In compliance with the requirement of the Companies Act, 2013 and Listing Agreement guidelines, the Company has established a Whistle Blower Policy/Vigil mechanism policy and the same is placed on the website of the Company at www.kairacan.com.

The employees of the company are made aware of the said policy at the time of joining the Company.

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 Act and Rules framed thereunder.

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The internal audit is entrusted to Messrs. Kiran Patel & Co., Chartered Accountants. The main thrust of internal audit is to test and review controls.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a strong Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

Your Company has complied with all applicable environmental laws and labor laws. The Company has been taking all the necessary measures to protect the environment and maximize worker protection and safety. The Company's policy require conduct of operation in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources.

Compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) 2013

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) 2013 and the rules made thereunder, the Company has constituted Internal Complaints Committee. During the year under review there were no complaints referred to the Committee.

Compliance with the Maternity Benefit Act, 1961

The Company affirms its full compliance with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company ensures that all eligible women employees are granted maternity leave and related benefits in accordance with the statutory requirements. Further, the Company is committed to maintaining a safe, equitable, and supportive work environment for women. Adequate measures are in place to safeguard the rights of women employees during and after the maternity period, including protection from discrimination and provision of appropriate facilities as mandated by law.

The company holds ISO 9001:2015 certification for quality control and related aspects in the manufacturing and supply of metal cans and components. Additionally, it is certified with ISO 22000:2018, an internationally recognized standard for the production of food packaging and packaging materials. These certifications cover the management systems in place, ensuring they align with international standards for the manufacturing and supply of metal cans and components.

Your Company has not provided any employee stock options.

The Board consists of Executive and Non-Executive Directors, including Independent Directors, who have wide and varied experience in different discipline of corporate functioning.

In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Shri. Jayen S. Mehta and Shri. Premal N. Kapadia retire by rotation and being eligible offer themselves for the re-election.

The Board of Directors also proposed to re-appoint Smt. Varsha Jain for the further term of 5 years as an Independent Director. At the ensuing 62nd Annual General Meeting, the requisite special resolution for the said appointment is being placed before the members for their approval.

The Board of Directors appointed Shri. Rushabh Jayant Vora as an Additional Non- executive Independent Director on 13^th June, 2025 on recommendation of Nomination and Remuneration Committee. Shri. Rushabh Jayant Vora to be appointed as an Independent Director at the ensuing Annual General Meeting. Shri. Rushabh Jayant Vora has more than 30 years of rich experience in Marketing, Risk & Insurance Management and General Administration.

The Board have further re-appointed Shri. Ashok Bhaskar Kulkarni as the Managing Director and Shri. K. Jagannathan as the Executive Director of the Company for a period of three years with effect from 1^st July, 2025. At the ensuing Annual General Meeting, the requisite Resolutions for the said appointments are being placed before the members for their approval.

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the section 149 of the Companies Act, 2013 as well as Regulations 16 (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Independent Directors of your Company have certified their independence to the Board, stating that they meet the criteria for independence as mentioned under Section 149 (6) of the Companies Act, 2013. In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (‘IICA').

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the company's website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the annual evaluation has been carried out by the Board of its own performance and that of its committees and individual Directors by way of individual and collective feedback from Directors. The Directors expressed their satisfaction with the evaluation process.

During the year under review, the following are the Key Managerial Personnel of the Company:

Disclosures pertaining to the 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 thereunder forms part of the Board's Report. The said disclosures, information and details in respect of employees of the Company required pursuant to said Section and the Rule will be provided upon request. However, in terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the statement of particulars of employees and is available for inspection by the Members upon request. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard at companysecretary@kairacan.com.

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy is explained in the Corporate Governance Report.

M/s. G. D. Apte & Co., Chartered Accountants, Mumbai (Firm Registration No. 100515W) were re-appointed as Statutory Auditors of the Company at the 61st AGM held on August 4, 2024 for second term of five consecutive years, to hold office from the conclusion of 61st AGM till the conclusion of the 66th AGM of the Company. The Companies (Amendment) Act, 2017 has waived the requirement for ratification of the appointment by the members at every AGM. Hence, the approval of the members is not being sought for the re-appointment of the Statutory Auditors and in line with resolution of their appointment passed at the 61st

AGM held on August 4, 2024. The Auditor's Report for financial year 2024-25 does not contain any qualification, reservation, disclaimer or adverse remark. There was no instance of fraud during the financial year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder. The Auditor's Report is enclosed with the financial statements in this Annual Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations, as amended, the Board of Directors has, on the recommendation of Audit Committee, re-appointed Mr. Prashant S. Mehta (Proprietor - P. Mehta & Associates), Practising Company Secretary, to undertake the Secretarial Audit of the Company for a period of five years with effect from financial year 2025-26.

The re-appointment of Secretarial Auditor is required to be placed before the Members in a general meeting for their approval. Accordingly, Resolution seeking Members' approval for re-appointment of Mr. Prashant S. Mehta, Practising Company Secretary, to undertake the Secretarial Audit of the Company for a period of five years with effect from financial year 2025-26 to financial year 2029-30, is sought under Item No. 9 of the Notice convening the AGM.

The Secretarial Auditor's Report for financial year 2024-25 does not contain any qualification, reservation, disclaimer or adverse remark. The Report of the Secretarial Auditor for the financial year ended March 31, 2025 is annexed herewith as “Annexure I

In terms of the Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

The Board of Directors has, on the recommendation of Audit Committee, re-appointed M/s. P. D. Modh & Associates as Cost Auditor for the financial year 2025-26 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014, as amended from time to time.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, Resolution seeking Members' ratification for the remuneration payable for their re-appointment as Cost Auditor for the financial year 2025-26 is sought under Item No. 10 of the Notice convening the AGM.

Risk management is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximizing returns. The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The Company has a robust Business Risk Management framework to identify, evaluate and access business risks and their impact thereupon. The key business risk elements identified by the Company and bifurcated under different Heads are as under:

• Raw Materials: This head covers Cost of raw materials, non-availability of raw materials, etc. The Company is mitigating these risks through regular planning of purchase of raw material and maintaining re-order quantity and inventory management reporting.

• Financial risks: This head covers risk elements such as dwindling financial ratios, foreign exchange fluctuations, drop in credit rating, investor relations, fraud, inadequate insurance, etc. The Company is mitigating these risks through evaluating business operation efficiency, keeping accounts recoverable at low and managing efficiently debt and financial leverage.

• Operations risks: This head includes risk elements such as non-availability of Labour, labor unrest, non-availability of power, non-availability of water, breakdown, non-availability of competent personnel, pollution control, legal compliance, safety, logistics / transport, machinery spares and equipment issues, etc. The Company is mitigating these risks by Monitoring and evaluations at regular intervals by establishing appropriate metrics and key performance indicators to monitor and timely assessment of risk and performance.

• Market risks: This head includes risk elements such as price of finished products, demand Supply mismatch, substitute products, bad debts, service / product complaints, brand image, etc. The Company is mitigating these risks through increasing customer base, improving demand-supply chain management, improving quality of product, creating strong brand image of the company, strong and customer friendly relationship.

• Regulatory risks: The Company is exposed to risks attached to various statutes, laws and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

• Human resource risks: Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including educating, training and integration of learning and skill development activities. The Company regularly conduct workshops and training sessions which helps to identify, nurture and groom managerial talent within the company to prepare them for future business leadership.

• Strategic risks: Business Developments, capital expenditure for capacity expansion etc., are normal strategic risks faced by the Company. However, the Company is regularly taking various steps for obtaining approvals for investments in businesses and capacity expansions.

• Cyber risks: The failure of Information Technology (IT) systems due to malicious attacks and / or noncompliance with data privacy laws can potentially lead to financial loss, business disruption and / or damage to the Company's reputation. The Company has in place a data protection system. It maintains a cyber-security infrastructure. The Company uses standardised backup tools, services and procedures to ensure that information and data are stored at two or more diverse locations.

The Assets of the Company are adequately insured against the loss of fire, riots, earthquake, etc. and other risks which considered necessary by the Management.

The Company has discontinued its Fixed Deposit Scheme since 11^th August, 2017 and thereafter Company has stopped accepting fresh and renewing any fixed deposits from the members.

The company has also repaid all outstanding deposits to the fixed deposit holders as on 31^st March, 2019. As a result, there is no outstanding Fixed Deposits as on date. Thereafter, the Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

As required under the amended new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and code of Internal Procedures and Conduct for Regulating Monitoring and Reporting of Trading by Insiders. For details please refer to the company's website.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

No material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company. The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company is committed to nurturing, enhancing and retaining top talent through learning and organizational development as a part of human resource development function.

None of the employee is drawing salary in excess of the limits prescribed by the Companies Act, 2013 and rules made thereunder, which needs to be disclosed in the Directors' Report.

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations.

Your Company is committed to good Corporate Governance practices and following to the guidelines prescribed by the SEBI and BSE Ltd from time to time and Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 the Company has implemented various provisions relating to Corporate Governance, a separate section on Corporate Governance practices, followed by the Company and Management discussion and analysis together with a certificate from the Company Secretary in practice confirming compliances, is set out in the Annexure forming part of this Report.

The Company is committed to discharging its social responsibility as a good corporate citizen.

The Committee has identified the following Registered Trust for its CSR Program

The Committee has contributed by way of donation to registered trust, viz., Charutar Arogya Mandal, located at Vallabh Vidya Nagar, Gujarat, which manages Shree Krishna Hospital, which cater to general public and needy people in and around Karamsad, near Kanjari and Anand. The Trust is dedicated to serve the public at reasonable rate for treatment of advance medical treatment of cancer and cardiac patients under its health care and preventive health care program.

The Committee has also contributed by way of donation to Shree Kalikund Parshwanath General Hospital, located at Dholka, District Ahmedabad for various charitable activities like public health system, purchasing of medical equipment intended for use in the diagnosis, monitoring, treatment in hospital particularly related to critical illness and other medical health care for treating poor and needy patient.

The Board provide a brief outline of the company‘s CSR policy including the statement of intent reflecting the ethos of the company, broad areas of CSR interest and an over view of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company.

The CSR Committee consists of the following members:

The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is included in the Directors' Report and forms an integral part of this Report and is annexed as Annexure II.

Energy conservation remains a top priority for the Company, as we aim to effectively control electricity and fuel consumption across all our units. The company has taken following steps to streamline power consumption and reduce overall energy usage.

i. Implemented LED smart fit lighting in Cone & Can division to save the energy;

ii. Installed day light sensor in plant, street and parking area for energy saving.

In line with our commitment to continuous improvement, the Company continues to upgrade systems and equipment. These efforts are focused on enhancing product quality, minimizing manufacturing wastages, improving productivity, and ensuring customer satisfaction. The company has installed following equipments accordingly:

i. Sheet feed press in Can division;

ii. Additional one Printing and one Coating Machine;

iii. New firefighting system in Kanjari Unit;

iv. Sewage Treatment Plant (STP) in Kanjari Unit;

v. Modern unloading bay for quick unloading of Raw Material etc.

The Company has made continuous efforts in technology absorption by integrating advanced tools into operations. Adaptation efforts focus on customizing technologies to local and operational needs. Innovation is encouraged through ongoing R&D and process improvements. These initiatives collectively support sustained growth and competitiveness.

Your Company believes that its Members are among its most important stakeholders.

Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Your Directors express their appreciation for the assistance and co-operation received from the Gujarat Cooperative Milk Marketing Federation Limited, customers, suppliers, Banks, Government Authorities and Shareholders during the year under review.

Your Directors wish to place on record their deep sense of appreciation to all employees for their hard work, dedication and support which has helped us to face all challenges and enable business continuity.