Kaira Can Company Ltd — Updates, 12-07-2025: Company Update

Telephone : 91-022-6660 8711-13-14 e-mail : info@kairacan.com

Fax :91-022 6663 5401 website : www.kairacan.com

CIN : L28129MH1962PLC012289

KAIRA CAN COMPANY LIMITED

REGD. OFFICE : ION HOUSE, DR. E. MOSES ROAD, MAHALAXMI. MUMBAI 400 011.

12 July, 2025

The Secretary,

The Stock Exchange, Mumbai

BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street,

Mumbai — 400 023.

Security Code: 504840 and ISIN — INE375D01012 Security ID: KAIRA Dear Sirs,

Sub: Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 -

Electronic copy of the Notice of the 62" Annual General Meeting and the Annual Report 2025 of Kaira

Can Company Limited for the financial year ended 31* March, 2025 & Intimation of cut-off date of

1* August, 2025 to determine the eligibility of members to cast their vote through remote e-voting and e-

voting during the 62! Annual General Meeting & Weblink for 62° Annual Report 2025,

This is further to our letter dated 3" July, 2025 regarding, inter-alia, convening of the 62" Annual General Meeting

of the Company ("AGM") on Friday, 8" August. 2025 at 11.00 am through Video Conferencing/Other Audio-

Visual Means (VC/OAVM) Facility.

Please find enclosed electronic copy of the Notice of the 62" AGM and the Annual Report for the financial year

ended 31* March, 2025 including the Audited Financial Statements for the financial year ended 31% March, 2025

which is being sent by email to those Members whose email addresses are registered with the

Company/Depository Participant(s). The requirements of sending physical copy of the Notice of the AGM and

Annual Report to the Members have been dispensed with vide MCA Circulars/and SEBI Circulars.

The Notice of the 62" AGM and the Annual Report 2025 are available on the website of the Company in Investor

Relations section at www.kairacan.com and we request you to also upload them on your website at

www.bseindia.com.

The 62" Annual Report and notice of AGM are also available on the website of the company on the

following weblink at https://www.kairacan.com/DownloadKairaCan.aspx?FileType=AnnualReport

Members of the Company holding shares in physical form who have not registered their email addresses with the

Company can obtain the Notice of the 62" AGM. Annual Report and/or login details for joining the 62" AGM

through VC/OAVM facility including e-voting, by sending details like Folio No., Name of shareholder, scanned

copy of the share certificate (front and back). PAN (self-attested scanned copy of PAN card). AADHAR (self-

attested scanned copy of Aadhar Card) by email to Company/RTA's email ID at companysecretary@kairacan.com or support/@purvashare.com respectively. Members

holding shares in demat form can update their email address

with their Depository Participant.

In terms of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management &

Administration) Rules. 2014 (as amended). the Company has fixed 1% August, 2025 as the cut-off date to

determine the eligibility of the members to cast their vote by remote e-voting. The remote e-voting period begins on Monday

4th August, 2025 9:00 AM and ends on Thursday 7th August, 2025 5:00 PM. and remote e-Voting

during the 62" AGM scheduled to be held on Friday, 8™ August. 2025 at 11.00 am through VC/OAVM Facility.

Request you to kindly take the same on records. Thanking you.

Yours faithfully,

For KAIRA CAN COMPANY LIMITED

Yo~

HITEN VANJARA

COMPANY SECRETARY

Plants : @ Kanjari e Vithal Udyognagar ~ Administrative Office ® Anand

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KAIRA CAN COMPANY LIMITED

(CIN: L28129MH1962PLC012289)

Regd. Office: ION House, Dr.E.Moses Road, Mahalaxmi, MUMBAI - 400 011

e-mail: companysecretary@kairacan.com; Website: www.kairacan.com Tel.: 022-66608711

NOTICE

NOTICE IS HEREBY GIVEN THAT THE SIXTY SECOND ANNUAL GENERAL MEETING OF THE

SHAREHOLDERS OF KAIRA CAN COMPANY LIMITED WILL BE HELD ON FRIDAY, 8TH AUGUST, 2025 AT

11.00 AM. IST THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO VISUAL MEANS (“OAVM”), TO

TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statement of Accounts together with Directors’ Report

and also the Auditors’ Report thereon for the year ended 31st March, 2025.

2. To declare dividend of Rs.12.00 per share recommended by the Board of Directors for the year 2024-25.

3. To appoint a Director in place of Shri Jayen Mehta (DIN 01767250) who retires by rotation and being eligible,

offers himself for re-appointment.

4. To appoint a Director in place of Shri Premal N. Kapadia (DIN 00042090) who retires by rotation and being

eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

5.Re-Appointment of Shri. Ashok B. Kulkarni (DIN No. 01605886) as the Managing Director

To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special

Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196,197, 198, Schedule V and all other applicable

provisions of the Companies Act, 2013 (including any statutory modifications or re-enactment(s) thereof, for

the time being in force) and such other approvals, permissions and sanctions, as may be required, and

subject to such conditions and modifications, as may be prescribed or imposed by any of the Authorities in

granting such approvals, permissions and sanctions, consent be and is hereby accorded to the Re-appointment

of Shri. Ashok Bhaskar Kulkarni as the Managing Director for the period of three years with effect from 1st

July, 2025 on the remuneration, terms and conditions as set out in the explanatory statement annexed

hereto which shall be deemed to form part of this resolution, and in the event of inadequacy or absence of

profits in any financial year, the remuneration comprising salary, perquisites and benefits approved herein be

paid as minimum remuneration to the said Managing Director subject to such approvals as may be required.”

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter or vary and/or

revise the remuneration and performance based incentive of Shri. Ashok Bhaskar Kulkarni, Managing Director

including the monetary value thereof, to the extent recommended by the Nomination and Remuneration

Committee from time to time as may be considered appropriate, subject to the overall limits specified by this

resolution and the Companies Act, 2013.”

“RESOLVED FURTHER THAT the Board of Directors or any Committee thereof be and are hereby authorized

to do all necessary acts, deeds and things, which may be usual, expedient or proper to give effect to the

above resolution.”

6.Re-Appointment of Shri. K. Jagannathan (DIN No. 01662368) as the Executive Director

To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special

Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196,197, 198, Schedule V and all other applicable

provisions of the Companies Act, 2013 (including any statutory modifications or re-enactment(s) thereof, for

the time being in force) and such other approvals, permissions and sanctions, as may be required, and

subject to such conditions and modifications, as may be prescribed or imposed by any of the Authorities in

granting such approvals, permissions and sanctions, consent be and is hereby accorded to the Re-appointment

of Shri. K. Jagannathan as the Executive Director for the period of three years with effect from 1st July, 2025

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on the remuneration, terms and conditions as set out in the explanatory statement annexed hereto which

shall be deemed to form part of this Resolution, and in the event of inadequacy or absence of profits in any

financial year, the remuneration comprising salary, perquisites and benefits approved herein be paid as

minimum remuneration to the said Executive Director subject to such approvals as may be required.”

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter or vary and/or

revise the remuneration and performance based incentive of Shri. K. Jagannathan, Executive Director

including the monetary value thereof, to the extent recommended by the Nomination and Remuneration

Committee from time to time as may be considered appropriate, subject to the overall limits specified by this

resolution and the Companies Act, 2013.”

“RESOLVED FURTHER THAT the Board of Directors or any Committee thereof be and are hereby authorised

to do all necessary acts, deeds and things, which may be usual, expedient or proper to give effect to the

above resolution.”

7.Re-appointment of Smt. Varsha R. Jain (DIN 08771121) as an Independent Director of the Company to

hold office for a second term.

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special

Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other

applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Qualification of

Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) and/or

re-enactment(s) thereof for the time being in force), Smt. Varsha Rakesh Jain who was appointed as an

Independent Director and who holds office upto the ensuing 62nd Annual General Meeting and being eligible,

be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to

hold office for a second term upto the conclusion of 67th Annual General Meeting of the Company.

RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary, be and are hereby

authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do

all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving

effect to this resolution”.

8.Appointment of Shri. Rushabh Jayant Vora (DIN 00382198) as an Independent Director on the Board

of the Company.

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, Schedule IV and other applicable

provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of

Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

(including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), Shri.

Rushabh Jayant Vora be and is hereby appointed as an Independent Director on the Board of the Company

for a term of 5 consecutive years, upto the conclusion of 67th Annual General Meeting of the Company, not

liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary, be and are hereby

authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do

all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving

effect to this resolution”.

9.Appointment of Secretarial Auditor

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary

Resolution:

Appointment of M/s. P. Mehta & Associates as Secretarial Auditors of the Company for a term of five

years

“RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013, and Rule 9 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Regulation

24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory

modification(s) or re-enactment(s) thereof for the time being in force, M/s. P. Mehta & Associates, Proprietor

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- Mr. Prashant S. Mehta, Practising Company Secretaries (Firm Registration No. S2018MH634500), be and

is hereby appointed as the Secretarial Auditors of the Company, for a term of five (5) consecutive financial

years commencing from April 1, 2025 till March 31, 2030, on such terms and conditions, including remuneration,

as may be determined by the Board of Directors (which shall include any committee thereof or person(s)

authorised by the Board).

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all

such acts and take such steps as may be considered necessary to give effect to this Resolution.”

10.Ratification of Remuneration to Cost Auditor:

To consider and if, thought fit, to pass with or without modification(s), the following Resolution as an

Ordinary Resolution:

“RESOLVED that pursuant to Section 148 of the Companies Act, 2013 and Companies (Audit and Auditors),

Rules, 2014, the remuneration of Rs.1,00,000/- (Rupees One Lakh only) plus applicable taxes and

reimbursement of actual travel and out-of-pocket expenses for the Financial Year ending March 31, 2026 as

approved by the Board of Directors of the Company, to be paid to M/s. P.D. Modh & Associates, Cost

Accountants for the conduct of the cost audit of the Company’s Can manufacturing unit at Kanjari, be and is

hereby ratified and confirmed.”

By Order of the Board of Directors,

For KAIRA CAN COMPANY LIMITED

Place: MumbaiHiten Vanjara

Date: 13th June, 2025 Company Secretary

Registered office:

Ion House, Dr E. Moses Road

Mahalaxmi, Mumbai 400 011

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NOTES:

1. The Ministry of Corporate Affairs (“MCA”) vide its Circular No. 09/2024 dated September 19, 2024 read with

Circular No.14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020

dated May 5, 2020 (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India

(“SEBI”) vide its Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 read with

Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 (collectively referred to as “SEBI

Circulars”) have permitted the holding of the Annual General Meeting (AGM) through Video Conferencing

(VC) or Other Audio Visual Means (OAVM), on or before September 30, 2025, without the physical presence

of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013, SEBI

(Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI Listing Regulations”), MCA

Circulars and SEBI Circulars, the AGM of the members of the Company is being held through VC / OAVM.

The deemed venue of the AGM will be the Registered Office of the Company.

2. An Explanatory Statement setting out all material facts relating to Special Business to be transacted at AGM

at Item Nos. 5 to 10 is annexed herewith. The Board of Directors have considered and decided to include

Item Nos. 5 to 10 given above, as Special Business in the AGM.

3. Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and

vote instead of himself/herself and the proxy need not be a member of the company. Since this AGM is being

held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed

with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM

and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

4. Since the AGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed

hereto.

5. In compliance with the aforesaid MCA Circulars, Notice of the AGM along with the Annual Report 2024-25 is

being sent only through electronic mode to those Members whose email addresses are registered with the

Company/ Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available

on the Company’s website at www.kairacan.com, website of Stock Exchange BSE Limited at www.bseindia.com

and website of Central Depository Services Limited (CDSL) at www.evotingindia.com

6. For receiving all communication (including Annual Report) from the Company electronically: a) Members

holding shares in physical mode and who have not registered / updated their email address with the

Company can temporarily register / update their email address by sending email with request letter to

company’s R&T at support@purvashare.com b) Members holding shares in dematerialized mode are requested

to register / update their email addresses with the relevant Depository Participant.

7. The Company has fixed Friday, August 1 2025 as the “Record Date” for determining entitlement of Members

to dividend for the financial year ended March 31, 2025, if approved at the Annual General Meeting. The

Register of members and Share Transfer Books will remain closed from Saturday, August, 2, 2025 to Friday,

8 2025 (both days inclusive) for the purpose of Annual General Meeting and dividend.

8. Members seeking any information with regard to the accounts or any document to be placed at the AGM, are

requested to write to the Company on or before Tuesday, August 05, 2025 through email on

companysecretary@kairacan.com. The same will be replied / made available by the Company suitably.

9. (a) Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from

the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the

Investor Education and Protection Fund (“IEPF”). The shares in respect of such unclaimed dividends

are also liable to be transferred to the demat account of the IEPF. Please note that pursuant to

provisions of Section 124, 125 of the Companies Act, 2013 all unclaimed/unpaid dividends up to 2016-

17 have been transferred to the IEPF. The Company has uploaded the details of unpaid and unclaimed

amounts lying with the Company as on August 02, 2024 (date of last Annual General Meeting) on the

website of the Company (www.kairacan.com), as also on the website of the Ministry of Corporate

Affairs (www.mca.gov.in). In view of this, Members are requested to claim their dividends from the

Company, within the stipulated timeline.

(b) 1698 equity shares are lying in the unclaimed IEPF account. Concerned shareholders have been

reminded to claim their shares.

10. We have been offering the facility of electronic credit of dividend directly to the respective bank accounts of

our shareholders, through National Electronic Clearing Service (NECS) and National Automated Clearing

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House (NACH). Shareholders who would like to avail of the ECS facility (if not done earlier) are requested to

communicate with Company’s Registrar and Transfer Agents at support@purvashare.com Further, the

shareholders holding shares in physical form, for receiving dividend electronically can also temporarily

register/ update their bank account details at the earliest by sending email to support@purvashare.com

provided by the Company’s Registrar and Transfer Agent. Kindly note that shareholders holding shares in

dematerialised form would receive their dividend directly to the bank account nominated by them to their

Depository Participant, as per SEBI directives.

11. The members are requested to notify change of address, if any, to the Company’s Registrar and Transfer

Agent.

12. The members may note that the Company’s Equity Shares are listed on the BSE Ltd. and the listing fees to

the stock exchange have been paid.

13. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum

under Section 103 of the Act.

14. Shares held in dematerialized form have several advantages like immediate transfer of shares, faster

settlement cycle, faster disbursement of non-cash corporate benefits like rights, etc., lower brokerage, ease

in portfolio monitoring, etc. Besides risks associated with physical certificates such as fake certificates, bad

deliveries, loss of certificates in transit, get eliminated. Since there are several benefits arising from

dematerialization, we sincerely urge you to dematerialize your shares at the earliest, if you are still holding

the shares in physical form. As per Regulation 40 of the Listing Regulations, as amended, transfer of

securities of listed entities can be processed only in dematerialized form, with effect from 1st April 2019.

Pursuant to SEBI circular dated 25th January 2022, securities of the Company shall be issued in dematerialized

form only while processing service requests in relation to issue of duplicate securities certificate, renewal /

exchange of securities certificate, endorsement, sub-division / splitting of securities certificate, consolidation

of securities certificates/folios, transmission and transposition.

15. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company

of any change in address or demise of any Member as soon as possible. Members are also advised to not

leave their demat account(s) dormant for a long time. Periodic statement of holdings should be obtained from

the concerned Depository Participant and holdings should be verified from time to time.

16. As per the provisions of Section 72 of the Companies Act, 2013 and SEBI Circular, the facility for making

nomination is available for the members in respect of the shares held by them. Members who have not yet

registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member

desires to opt out or cancel the earlier nomination and record a fresh nomination, they may submit the same

in Form ISR-3 or SH-14 as the case may be. Members are requested to submit the said details to their DP in

case the shares are held by them in dematerialized form and to Company / RTA in case the shares are held

in physical form.

17. SEBI vide Circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023 has specified that a

shareholder shall first take up his/her/their grievance with the listed entity by lodging a complaint directly with

the concerned listed entity and if the grievance is not redressed satisfactorily, the shareholder may, in

accordance with the SCORES guidelines, escalate the same through the SCORES Portal in accordance with

the process laid out therein. Only after exhausting all available options for resolution of the grievance, if the

shareholder is not satisfied with the outcome, they can initiate dispute resolution through the Online Dispute

Resolution (“ODR”) Portal. Shareholders are requested to take note of the same.

18. Pursuant to the provisions of Finance Act 2020, dividend income will be taxable in the hands of shareholders

w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders

at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to

refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their

PAN with the Company’s Registrar and Transfer Agent (in case of shares held in physical mode) and with

relevant depository participant (in case of shares held in demat mode).

A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly

declaration in Form No. 15G/15H, on or before Friday, July 25, 2025. Shareholders are requested to note

that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of

residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial

Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to

avail the tax treaty benefits by submitting these declarations / documents. The aforesaid declarations and

documents need to be submitted by the shareholders latest by Friday, July 25, 2025.

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19. Corporate members intending to authorize their representatives to attend the Meeting are requested to send

a scanned certified copy of the board resolution (pdf/jpeg format) authorizing their representative to attend

and vote on their behalf at the Meeting. The said Resolution/Authorization shall be sent to the Scrutinizer by

email through its registered email address to Shri. Prashant S. Mehta, Company secretary in Practice at

acs.pmehta@gmail.com with a copy marked to helpdesk.evoting@cdslindia.com.

20.INSTRUCTIONS FOR E-VOTING AND JOINING THE AGM ARE AS FOLLOWS.

A. VOTING THROUGH ELECTRONIC MEANS

CDSL e-Voting System – For e-voting and Joining Virtual meetings.

1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of

the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA)

vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/

2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held through video conferencing (VC) or

other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM/EGM

through VC/OAVM.

2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies

(Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations

& Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April

13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of

the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an

agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic

means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting

as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.

3. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled

time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of

participation at the EGM/AGM through VC/OAVM will be made available to at least 1000 members on first

come first served basis. This will not include large Shareholders (Shareholders holding 2% or more

shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of

the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee,

Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served

basis.

4. The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for the purpose

of ascertaining the quorum under Section 103 of the Companies Act, 2013.

5. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast

vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section

113 of the Companies Act, 2013, representatives of the members such as the President of India or the

Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes

through e-voting.

6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice

calling the AGM/EGM has been uploaded on the website of the Company at www.kairacan.com. The Notice

can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock

Exchange of India Limited at www.bseindia.com. The AGM/EGM Notice is also disseminated on the website

of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM/EGM) i.e.

www.evotingindia.com.

7. The AGM/EGM has been convened through VC/OAVM in compliance with applicable provisions of the

Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/

2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

8. In continuation to this Ministry’s General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/

2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022 and after due examination, it

has been decided to allow companies whose AGMs are due in the Year 2025, to conduct their AGMs

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through VC or OAVM on or before 30th September, 2025 in accordance with the requirements laid down in

Para 3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS

UNDER:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders

holding shares in demat mode.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode

and non-individual shareholders in demat mode.

(i) The voting period begins on Monday, 4th August, 2025 9:00 AM and ends on Thursday, 7th August,

2025 5:00 PM. During this period shareholders’ of the Company, holding shares either in physical form

or in dematerialized form, as on the cut-off date Friday 1st August, 2025 may cast their vote electronically.

The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the

meeting venue.

(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation

44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in

respect of all shareholders’ resolutions. However, it has been observed that the participation by the

public non-institutional shareholders/retail shareholders is at a negligible level.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been

decided to enable e-voting to all the demat account holders, by way of a single login credential,

through their demat accounts/ websites of Depositories/ Depository Participants. Demat account

holders would be able to cast their vote without having to register again with the ESPs, thereby, not

only facilitating seamless authentication but also enhancing ease and convenience of participating in e-

voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders

holding shares in demat mode.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-

Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode

are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id in their demat accounts in order

to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for

Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders

Individual Shareholders holding

securities in Demat mode with

CDSL Depository

Login Method

1) Users who have opted for CDSL Easi / Easiest facility, can login through

their existing user id and password. Option will be made available to reach

e-Voting page without any further authentication. The users to login to Easi

/ Easiest are requested to visit cdsl website www.cdslindia.com and click

on login icon & My Easi New (Token) Tab.

2) After successful login the Easi / Easiest user will be able to see the e-

Voting option for eligible companies where the evoting is in progress as per

the information provided by company. On clicking the evoting option, the

user will be able to see e-Voting page of the e-Voting service provider for

casting your vote during the remote e-Voting period or joining virtual meeting

& voting during the meeting. Additionally, there is also links provided to

access the system of all e-Voting Service Providers, so that the user can

visit the e-Voting service providers’ website directly.

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Kaira Can Company Limited

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Individual Shareholders holding

securities in demat mode with

NSDL Depository

Individual Shareholders

(holding securities in demat

mode) login through their

Depository Participants (DP)

3) If the user is not registered for Easi/Easiest, option to register is available

at cdsl website www.cdslindia.com and click on login & My Easi New (Token)

Tab and then click on registration option.

4) Alternatively, the user can directly access e-Voting page by providing Demat

Account Number and PAN No. from a e-Voting link available on

www.cdslindia.com home page. The system will authenticate the user by

sending OTP on registered Mobile & Email as recorded in the Demat

Account. After successful authentication, user will be able to see the e-

Voting option where the evoting is in progress and also able to directly

access the system of all e-Voting Service Providers.

1) If you are already registered for NSDL IDeAS facility, please visit the e-

Services website of NSDL. Open web browser by typing the following URL:

https://eservices.nsdl.com either on a Personal Computer or on a mobile.

Once the home page of e-Services is launched, click on the “Beneficial

Owner” icon under “Login” which is available under ‘IDeAS’ section. A new

screen will open. You will have to enter your User ID and Password. After

successful authentication, you will be able to see e-Voting services. Click

on “Access to e-Voting” under e-Voting services and you will be able to see

e-Voting page. Click on company name or e-Voting service provider name

and you will be re-directed to e-Voting service provider website for casting

your vote during the remote e-Voting period or joining virtual meeting &

voting during the meeting.

2) If the user is not registered for IDeAS e-Services, option to register is

available at https://eservices.nsdl.com. Select “Register Online for IDeAS

“Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3) Visit the e-Voting website of NSDL. Open web browser by typing the following

URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a

mobile. Once the home page of e-Voting system is launched, click on the

icon “Login” which is available under ‘Shareholder/Member’ section. A new

screen will open. You will have to enter your User ID (i.e. your sixteen digit

demat account number hold with NSDL), Password/OTP and a Verification

Code as shown on the screen. After successful authentication, you will be

redirected to NSDL Depository site wherein you can see e-Voting page.

Click on company name or e-Voting service provider name and you will be

redirected to e-Voting service provider website for casting your vote during

the remote e-Voting period or joining virtual meeting & voting during the

meeting

4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/

evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit

Client Id, PAN No., Verification code and generate OTP. Enter the OTP

received on registered email id/mobile number and click on login. After

successful authentication, you will be redirected to NSDL Depository site

wherein you can see e-Voting page. Click on company name or e-Voting

service provider name and you will be re-directed to e-Voting service

provider website for casting your vote during the remote e-Voting period

or joining virtual meeting & voting during the meeting.

You can also login using the login credentials of your demat account through

your Depository Participant registered with NSDL/CDSL for e-Voting facility. After

Successful login, you will be able to see e-Voting option. Once you click on e-

Voting option, you will be redirected to NSDL/CDSL Depository site after successful

authentication, wherein you can see e-Voting feature. Click on company name or

e-Voting service provider name and you will be redirected to e-Voting service

provider website for casting your vote during the remote e-Voting period or

joining virtual meeting & voting during the meeting.

Important note:

Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password

option available at abovementioned website.

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Login type

Individual Shareholders holding

securities in Demat mode with

CDSL

Individual Shareholders holding

securities in Demat mode with

NSDL

Helpdesk details

Members facing any technical issue in login can contact CDSL helpdesk by

sending a request at helpdesk.evoting@cdslindia.com or contact at toll free

no. 1800 21 09911

Members facing any technical issue in login can contact NSDL helpdesk by

sending a request at evoting@nsdl.com or call at : 022 - 4886 7000 and 022

- 2499 7000

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to

login through Depository i.e. CDSL and NSDL

PAN

Dividend Bank Details

OR Date of Birth (DOB)

For Physical shareholders and other than individual shareholders holding

shares in Demat.

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)

• Shareholders who have not updated their PAN with the Company/

Depository Participant are requested to use the sequence number sent by

Company/RTA or contact Company/RTA.

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as

recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company, please

enter the member id / folio number in the Dividend Bank details field.

(vi) After entering these details appropriately, click on “SUBMIT” tab.

(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However,

shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are

required to mandatorily enter their login password in the new password field. Kindly note that this password

is to be also used by the demat holders for voting for resolutions of any other company on which they are

eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended

not to share your password with any other person and take utmost care to keep your password confidential.

(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions

contained in this Notice.

(xi) Click on the EVSN 250625008 for the relevant Kaira Can Company Limited on which you choose to vote.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-

individual shareholders in demat mode.

(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other

than individual holding in Demat form.

1) The shareholders should log on to the e-voting website www.evotingindia.com.

2) Click on “Shareholders” module.

3) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Shareholders holding shares in Physical Form should enter Folio Number registered with the

Company.

4) Next enter the Image Verification as displayed and Click on Login.

5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an

earlier e-voting of any company, then your existing password is to be used.

6) If you are a first-time user follow the steps given below:

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Kaira Can Company Limited

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(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO”

for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution

and option NO implies that you dissent to the Resolution.

(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be

displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and

accordingly modify your vote.

(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification

code and click on Forgot Password & enter the details as prompted by the system.

(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to

scrutinizer for verification.

(xvii)Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to

log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and

password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any

wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they

have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the

scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/

Authority letter etc. together with attested specimen signature of the duly authorized signatory who are

authorized to vote, to the Scrutinizer and to the Company at the email address viz;

companysecretary@kairacan.com if they have voted from individual tab & not uploaded same in the

CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM & E-VOTING

DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructions

mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed

after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they

will not be eligible to vote at the AGM/EGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any

disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via

Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore

recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves

as a speaker by sending their request in advance at least 7 days prior to meeting mentioning their name,

demat account number/folio number, email id, mobile number at companysecretary@kairacan.com The

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shareholders who do not wish to speak during the AGM but have queries may send their queries in advance

7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile

number at (company email id: companysecretary@kairacan.com). These queries will be replied to by the

company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their

views/ask questions during the meeting.

9. Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and have not casted

their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be

eligible to vote through e-Voting system available during the EGM/AGM.

10. If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the

same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by

such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to

the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE

COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned

copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-

attested scanned copy of Aadhar Card) by email to Company on companysecretary@kairacan.com or RTA

on email id support@purvashare.com

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository

Participant (DP)

3.For Individual Demat shareholders – Please update your email id & mobile no. with your respective

Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through

Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you

can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh

Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon

Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email

to helpdesk.evoting@cdslindia.com or call toll free no. 1800 21 09911.

By Order of the Board of Directors

For KAIRA CAN COMPANY LIMITED

Place: MumbaiHiten Vanjara

Date: 13th June, 2025 Company Secretary

Registered office:

Ion House, Dr E. Moses Road

Mahalaxmi, Mumbai 400 011

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Kaira Can Company Limited

www.kairacan.com14

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF

THE COMPANIES ACT, 2013

Item No. 5

The Board of Directors of the Company at its Meeting held on 22nd May, 2025, has re-appointed Shri Ashok. B.

Kulkarni as the Managing Director of the Company for a period of three years with effect from 1st July, 2025, subject

to the requisite approvals.

As required under Para (B) of Section II of part II of Schedule V of the Companies Act, 2013, the relevant details to

be sent along with the Notice convening the Annual General Meeting are as under :-

I. GENERAL INFORMATION :

1)Nature of Industry: Kaira Can Company Limited (KCCL) is a leading manufacturer of metal containers.

The Company is in the business of manufacturing a wide range of Open Top Sanitary Cans (OTS) and

General Line Cans for packing Processed Food, Ready-to-eat Foods, Canned Vegetables, Fruit Pulps,

Juices, Pickles, Dairy Product and Paint Containers. The Company has also diversified into manufacturing

of Rolled Sugar Cones for Ice-creams.

2)Date or expected date of commencement of commercial production: The Company was incorporated

as Kaira Can Company Private Limited on 1st March, 1962, in the State of Maharashtra. On 24th

August, 1964, the Company was converted into Public Limited Company. The Company is having two

different divisions.

i) Can Division

Since its inception, the Company is manufacturing and supplying metal containers to the agro-

based, food and food processing industries.

ii) Cone Division

The Company is also in the business of manufacturing Ice-cream cones since the financial year

2000-2001. The plant is located at Vitthal Udyognagar, GIDC, Vallabh Vidyanagar, Gujarat.

3)In case of new companies, expected date of commencement of activities as per project approved by

financial institutions appearing in the prospectus: Not Applicable.

4) Financial Performance based on given indicators:

(Rs. In Lakhs)

Particulars 31st March, 202531st March, 2024

Sales and other income 23,310.77 22,499.51

Operating Profit before Interest, Depreciation and Tax 839.32 843.62

Profit before Tax 512.03 525.32

Profit after Tax 384.48 376.58

5) Export performance and net foreign exchange earnings:

During the financial year 2024-25, the Company has achieved export earnings of Rs. 526 lakhs from

export of metal components.

6) Foreign Investments or Collaborators, if any: Not Applicable.

II. INFORMATION ABOUT THE APPOINTEE:

1. Background details :

Shri Ashok B. Kulkarni has been in continuous employment with the Company since March 1991. He

was appointed as the Managing Director of the Company with effect from 1st July, 2007 and has been

reappointed to the said position from time to time thereafter. He continues to serve as the Managing

Director on the Board of the Company. He was holding the post of General Manager – Planning. He

has a good educational background having passed B.E. (Industrial Production Engineering) and

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postgraduate degree in Management (MMS – Master of Management Studies). He has considerable and

wide experience at the management level and is successfully discharging his responsibilities. His assignments

include planning and purchase of raw-material, operations of Can Division and Ice-cream Cone Division. He

has a rich industrial background, vision and foresight. During his employment with the Company, he was

involved in vital decisions at the management level and played an important role in the implementation of

projects and expansions.

Shri. Ashok B. Kulkarni with his wide experience at the management level will be fully suitable to discharge

successfully the responsibilities of Managing Director. Shri Ashok B. Kulkarni having extensive experience in

engineering technology will be in a better position to shoulder responsibilities of Managing Director of the

Company without any difficulty.

The Board of Directors at their meeting held on 27th May, 2022 considered the varied experience and

business achievement of Shri Ashok Bhaskar Kulkarni and re-appointed him as the Managing Director of the

Company for a period of three years with effect from 1st July, 2022. Subsequently, the shareholders at their

meeting held on 29th July, 2022 approved the said re-appointment of Shri. Ashok Bhaskar Kulkarni as the

Managing Director.

2. Past remuneration:

Salary : Rs. 3,14,000/- per month

Perquisites

House Rent Allowance : 60% of the Salary per month.

Medical Reimbursement : Rs. 1,56,000/- per annum.

Leave Travel Allowance : Rs. 1,56,000/-per annum.

Club Fees :Maximum of two Clubs. This will not include admission and life membership fees

Personal Accident Insurance : Premium not to exceed Rs. 10,000/- per annum.

Performance based incentive per annum be payable on following parameters:

If gross profit before tax of the company for financial Incentive Payable to Managing Director

year ending is (Rs.)

i) Rs. 5.00 crores to Rs. 5.49 Crores Rs. 3,00,000.00

ii) Rs. 5.50 crores to Rs. 6.00 Crores Rs. 4,00,000.00

iii) Rs. 6.01 Crores to Rs. 7.49 Crores Rs. 6,00,000.00

iv) Rs. 7.50 crores to Rs. 8.00 Crores Rs. 8,00,000.00

v) Rs. 8.01 Crores to Rs. 10.00 Crores Rs. 10,00,000.00

vi) Rs. 10.01 Crores to Rs. 13.50 Crores Rs. 14,00,000.00

vii) Rs. 13.51 Crores to Rs. 15.00 Crores Rs. 18,50,000.00

viii) Over Rs. 15.00 Crores Rs. 20,00,000.00

i. Contribution to Provident Fund, Superannuation Fund or Annuity Fund will not be included in the

computation of the ceiling on perquisites to the extent these either singly or put together are not taxable

under the Income-Tax Act. Gratuity payable will not exceed 15 days salary for each completed year of

service.

ii. Encashment of leave at the end of tenure will not be included in the computation of the ceiling on

perquisites.

iii. Provision of car for use on Company’s business and telephone at residence will not be considered as

perquisites. Personal long distance calls on telephone and use of car for private purposes shall be

billed by the Company to the Managing Director.

iv. The Managing Director shall be entitled to reimbursement of actual expenses reasonably incurred by

him in or about the business of the Company (including those for travelling and entertainment).

v. In the event of inadequacy or absence of profits in any financial year, the remuneration comprising

salary, perquisites and benefits proposed shall be paid to the Managing Director by way of minimum

remuneration subject to the approvals as may be required.

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3. Job Profile and his suitability:

Shri Ashok B. Kulkarni as the Managing Director is under the superintendence and control of the Board of

Directors and is managing day-to-day affairs of the Company.

Our Company is one of the leading can manufacturers in the container industry having manufacturing unit in

Gujarat State. Besides can manufacturing, the Company is also in the business of manufacturing ice-cream

cones at its plant in Gujarat State. Our Company has achieved a milestone in the field of packaging and for

continuing the said achievement; it is felt that experienced and enthusiastic person like Shri Ashok B.

Kulkarni would play a very significant role.

Shri Ashok B. Kulkarni as the Managing Director is fully in-charge of the production, purchase, projects,

sales and marketing. Since his appointment as the Managing Director with effect from 1st July, 2007, he has

gained further varied experience in almost all the fields such as procurement of raw-material, manufacturing,

marketing, industrial relations, etc.

Considering his wide experience and the work done in various fields mentioned above, the Board of Directors

at their meeting held on 22th May, 2025, re-appointed Shri Ashok B. Kulkarni as the Managing Director of the

Company for a further period of three years with effect from 1st July, 2025.

4. Remuneration proposed:

Salary : Rs. 3,95,000/- per month

Perquisites :

House Rent Allowance : Rs. 2,43,000/- per month.

Medical Reimbursement : Rs. 1,56,000/- per annum.

Leave Travel Allowance : Rs. 1,56,000/-per annum.

Club Fees : Maximum of two Clubs. This will not include admission and life membership

fees.

Personal Accident Insurance : Premium not to exceed Rs. 10,000/- per annum.

Performance based incentive per annum be payable on following parameters:

If gross profit before tax of the company for financial Incentive Payable to Managing Director

year ending is (Rs.)

i) Rs. 5.00 crores to Rs. 5.49 Crores Rs. 5,00,000.00

ii) Rs. 5.50 crores to Rs. 6.00 Crores Rs. 6,00,000.00

iii) Rs. 6.01 Crores to Rs. 7.49 Crores Rs. 8,00,000.00

iv) Rs. 7.50 crores to Rs. 8.00 Crores Rs. 10,00,000.00

v) Rs. 8.01 Crores to Rs. 10.00 Crores Rs. 14,00,000.00

vi) Rs. 10.01 Crores to Rs. 13.50 Crores Rs. 16,00,000.00

vii) Rs. 13.51 Crores to Rs. 15.00 Crores Rs. 20,00,000.00

viii) Over Rs. 15.00 Crores Rs. 25,00,000.00

i. Contribution to Provident Fund, Superannuation Fund or Annuity Fund will not be included in the

computation of the ceiling on perquisites to the extent these either singly or put together are not taxable

under the Income-Tax Act. Gratuity payable will not exceed 15 days salary for each completed year of

service.

ii. Encashment of leave at the end of tenure will not be included in the computation of the ceiling on

perquisites.

iii. Provision of car for use on Company’s business and telephone at residence will not be considered as

perquisites. Personal long distance calls on telephone and use of car for private purposes shall be

billed by the Company to the Managing Director.

iv. The Managing Director shall be entitled to reimbursement of actual expenses reasonably incurred by

him in or about the business of the Company (including those for travelling and entertainment).

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v. In the event of inadequacy or absence of profits in any financial year, the remuneration comprising

salary, perquisites and benefits proposed shall be paid to the Managing Director by way of

minimum remuneration subject to the approvals as may be required.

5. Comparative remuneration profile with respect to industry, size of the Company, profile of the

position and person:

The Nomination & Remuneration Committee constituted by the Board in terms of Schedule V and

section 178 of the Companies Act, 2013, considered the managerial remuneration paid to the Executives

of the middle sized companies in general and can manufacturing companies in particular.

The Nomination & Remuneration Committee found that Shri. Ashok B. Kulkarni with his wide experience

at the management level will be fully suitable to discharge successfully the responsibilities of the

Managing Director. The Committee also found that Shri. Ashok B Kulkarni having extensive experience

in engineering technology will be in a better position to shoulder responsibility without any difficulties, if

he has been re-appointed as the Managing Director for a further period of three years with effect from

1st July, 2025.

The remuneration recommended by the Committee payable to Shri. Ashok B. Kulkarni is commensurate

with the responsibilities to be shouldered by him and within the limits prescribed under Schedule V of

the Companies Act, 2013.

6. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial

personnel, if any.

Besides the remuneration proposed and transactions disclosed in related party disclosures in notes to

the Accounts Section of the Annual Report, Shri Ashok B. Kulkarni does not have any other pecuniary

relationship with the Company.

III. OTHER INFORMATION:

1. Reason for loss or inadequate profits:

Traditionally, the can industry is high volume and low profit industry. The can sales have been restricted

to low value added products which are very sensitive to price increase, resulting often in lower margins.

Kaira Can Company Limited established its can manufacturing plant in the State of Gujarat, mainly to

cater to the demands of Gujarat Co-operative Milk Marketing Federation Limited (GCMMF) for marketing

Amul products. As GCMMF is a co-operative organisation, taking care of the welfare of farmers, they

are very sensitive to price of cans. Hence, our sale price of cans to GCMMF has low margin of profit.

The sale of OTS cans is highly depending on the mango season every year. This segment of OTS cans

faces fierce competition, where the price and credit period play an important part in the buying decision

by the customers.

The export business of metal cans and its components is highly competitive, which also results in low

margin of profit.

The main raw-material for can manufacturing is tinplate, which forms 70% of the input cost. Most of the

tinplate requirement is procured from indigenous sources.

2. Steps taken or proposed to be taken for improvement of profitability:

Performance and Profitability Improvement Initiatives

The Company has implemented a series of strategic initiatives aimed at enhancing operational

performance and profitability:

1.Operational Efficiency: Streamlined operations by aligning demand with supply, minimizing

manufacturing waste, and driving cost optimization through improved productivity and enhanced

customer satisfaction.

2.Technological Upgrades in the Can Division: The installation of a state-of-the-art printing/

coating machine and oven has significantly improved product quality while reducing production

waste.

3.Capacity Expansion: Deployment of a new body maker and sheet feed press has bolstered the

manufacturing capacity of the Can Division and further elevated product standards.

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4.Sugar Cone Division Enhancement: The addition of an advanced machine has increased

production capacity, supporting growth in demand and operational scalability.

5.Energy Load Optimization: Focused on the optimal utilization of maximum demand load to

improve energy efficiency and reduce operational costs.

6.Cost Reduction Measures: A comprehensive cost rationalization strategy is being actively pursued,

targeting all key areas of operation.

7.Sustainable Energy Practices: Continuous energy conservation efforts are underway to support

long-term environmental and economic sustainability.

8.Employee Development: Ongoing training programs and awareness campaigns are being

conducted to enhance workforce skills and align them with organizational goals.

9.Energy Audits and Corrective Action: Regular energy audits are performed to identify inefficiencies

and implement corrective measures promptly.

3. Expected increase in productivity and profits in measurable terms :

With the economy growing steadily and a burgeoning middle class, the processed food market, which is

one of the significant drivers of demand for cans, is set to take a giant leap. India as a low cost high

quality manufacturing base has got worldwide acceptance. This holds great promise for exports of juice

cans components and printed sheets. Installation of Printing and Coating lines and installation of a new

Body Maker and sheet feed press would enable the Company to compete more effectively in the OTS

market and aggressively tap the export markets.

The cost saving measures mentioned above will improve the profitability and consequently the profit of

the Company.

IV. Disclosures:

1.Additional information is given in Corporate Governance report.

2.The Company has not made any default in payment of any of its debts.

3.The above explanatory statement shall be construed to be memorandum setting out the terms of the

appointment/re-appointment as specified under Section 190 of the Companies Act, 2013.

The proposed remuneration of Shri Ashok B. Kulkarni has been approved by the Nomination &

Remuneration Committee and recommended to the Board for approval at its meeting held on 22nd May,

2025 and the Board of Directors of the company has approved at its meeting held on 22nd May, 2025.

The Resolution is therefore recommended to the shareholders for approval by means of a Special

Resolution. None of the Directors or Key Managerial Personnel of the company or their relatives is

concerned or interested, financial or otherwise other than Shri Ashok B. Kulkarni in the proposed

Resolution No. 5.

Item No. 6

The Board of Directors of the Company at its Meeting held on 22nd May, 2025, has re-appointed Shri. K. Jagannathan

as the Executive Director of the Company for a period of three years with effect from 1st July, 2025, subject to the

requisite approvals.

As required under Para (B) of Section II of part II of Schedule V of the Companies Act, 2013, the relevant details to

be sent along with the Notice convening the Annual General Meeting are as under :-

I. GENERAL INFORMATION :

1)Nature of Industry: Kaira Can Company Limited (KCCL) is a leading manufacturer of metal containers.

The Company is in the business of manufacturing a wide range of Open Top Sanitary Cans (OTS) and

General Line Cans for packing Processed Food, Ready-to-eat Foods, Canned Vegetables, Fruit Pulps,

Juices, Pickles, Dairy Product and Paint Containers. The Company has also diversified into manufacturing

of Rolled Sugar Cones for Ice-creams.

2)Date or expected date of commencement of commercial production: The Company was incorporated

as Kaira Can Company Private Limited on 1st March, 1962, in the State of Maharashtra. On 24th

August, 1964, the Company was converted into Public Limited Company. The Company is having two

different divisions.

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62nd Annual Report

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iCan Division

Since its inception, the Company is manufacturing and supplying metal containers to the agro-based,

food and food processing industries.

ii)Cone Division

The Company is also in the business of manufacturing Ice-cream cones since the financial year 2000-

2001. The plant is located at Vitthal Udyognagar, GIDC, Vallabh Vidyanagar, Gujarat.

3)In case of new companies, expected date of commencement of activities as per project approved by

financial institutions appearing in the prospectus: Not Applicable.

4) Financial Performance based on given indicators:

Rs. In Lakhs

Particulars 31st March, 202531st March, 2024

Sales and other income 23,310.77 22,499.51

Operating Profit before Interest, Depreciation and Tax 839.32 843.62

Profit before Tax 512.03 525.32

Profit after Tax 384.48 376.58

5) Export performance and net foreign exchange earnings:

During the financial year 2024-25, the Company has achieved export earnings of Rs.526 lakhs from

export of metal components.

6) Foreign Investments or Collaborators, if any: Not Applicable.

II. INFORMATION ABOUT THE APPOINTEE:

1. Background details :

Shri. K. Jagannathan has been in continuous employment with the Company since July 1991. He was

appointed as the Executive Director of the Company with effect from 1st July 2007 and has been re-

appointed to the said position from time to time thereafter. He continues to serve as the Executive Director

on the Board of the Company. Shri. K. Jagannathan was holding the post of General Manager – Commercial.

He is in the employment the Company since July, 1991. He has a good educational background having

passed M.Com (Banking and Finance). He has considerable and wide experience at the management level

and is successfully discharging his responsibilities. His assignments include Finance, Accounts, Commercial,

Human Resources, and Administration. He has a rich industrial background, vision and foresight. During his

employment with the Company, he was involved in vital decisions at the management level and played an

important role in the implementation of projects.

Shri. K. Jagannathan with his wide experience at the management level will be fully suitable to discharge

successfully the responsibilities of Executive Director. Shri K. Jagannathan having extensive experience in

Finance and Commercial field will be in a better position to shoulder responsibilities of Executive Director of

the Company without any difficulty.

The Board of Directors at their meeting held on 27th May, 2022 considered the varied experience and

business achievement of Shri K. Jagannathan and re-appointed him as the Executive Director of the Company

for a period of three years with effect from 1st July, 2022. Subsequently, the shareholders at their meeting

held on 29th July, 2022 approved the said re-appointment of Shri. K. Jagannathan as the Executive Director.

2. Past remuneration:

Salary : Rs. 3,14,000/- per month

Perquisites :

House Rent Allowance : 60% of the Salary per month

Medical Reimbursement : Rs. 1,56,000/- per annum.

Leave Travel Allowance : Rs. 1,56,000/-per annum.

Club Fees :Maximum of two Clubs. This will not include admission and life membership fees

Personal Accident Insurance: Premium not to exceed Rs. 10,000/- per annum.

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Kaira Can Company Limited

www.kairacan.com20

Performance based incentive per annum be payable on following parameters:

If gross profit before tax of the company for financial Incentive Payable to Executive Director

year ending is (Rs.)

i) Rs. 5.00 crores to Rs. 5.49 Crores Rs. 3,00,000.00

ii) Rs. 5.50 crores to Rs. 6.00 Crores Rs. 4,00,000.00

iii) Rs. 6.01 Crores to Rs. 7.49 Crores Rs. 6,00,000.00

iv) Rs. 7.50 crores to Rs. 8.00 Crores Rs. 8,00,000.00

v) Rs. 8.01 Crores to Rs. 10.00 Crores Rs. 10,00,000.00

vi) Rs. 10.01 Crores to Rs. 13.50 Crores Rs. 14,00,000.00

vii) Rs. 13.51 Crores to Rs. 15.00 Crores Rs. 18,50,000.00

viii) Over Rs. 15.00 Crores Rs. 20,00,000.00

i. Contribution to Provident Fund, Superannuation Fund or Annuity Fund will not be included in the

computation of the ceiling on perquisites to the extent these either singly or put together are not taxable

under the Income-Tax Act. Gratuity payable will not exceed 15 days salary for each completed year of

service.

ii. Encashment of leave at the end of tenure will not be included in the computation of the ceiling on

perquisites.

iii. Provision of car for use on Company’s business and telephone at residence will not be considered as

perquisites. Personal long distance calls on telephone and use of car for private purposes shall be

billed by the Company to the Executive Director.

iv. The Executive Director shall be entitled to reimbursement of actual expenses reasonably incurred by

him in or about the business of the Company (including those for travelling and entertainment).

v. In the event of inadequacy or absence of profits in any financial year, the remuneration comprising

salary, perquisites and benefits proposed shall be paid to the Executive Director by way of minimum

remuneration subject to the approvals as may be required.

3. Job Profile and his suitability:

Shri. K. Jagannathan as the Executive Director is under the superintendence and control of the Board of

Directors and is managing day-to-day affairs of the Company.

Our Company is one of the leading can manufacturers in the container industry having manufacturing unit in

Gujarat State. Besides can manufacturing, the Company is also in the business of manufacturing ice-cream

cones at its plant in Gujarat State. Our Company has achieved a milestone in the field of packaging and for

continuing the said achievement; it is felt that experienced and enthusiastic person like Shri. K. Jagannathan

would play a very significant role.

Shri. K. Jagannathan as the Executive Director and Chief Financial Officer is fully in-charge of the Finance,

Accounts, Commercial, Human Resources and Administration. Since his appointment as the Executive

Director with effect from 1st July, 2007, he has gained further varied experience in almost all the fields such

as Banking, Finance, Commercial, Industrial relations etc.

Considering his wide experience and the work done in various fields mentioned above, the Board of Directors

at their meeting held on 22nd May, 2025, re-appointed Shri K. Jagannathan as the Executive Director of the

Company for a further period of three years with effect from 1st July, 2025.

4. Remuneration proposed:

Salary : Rs. 3,95,000/- per month

Perquisites :

House Rent Allowance : Rs. 2,43,000 per month.

Medical Reimbursement : Rs. 1,56,000/- per annum.

Leave Travel Allowance : Rs. 1,56,000/-per annum.

Club Fees :Maximum of two Clubs. This will not include admission and life membership fees

Personal Accident Insurance : Premium not to exceed Rs. 10,000/- per annum.

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62nd Annual Report

www.kairacan.com21

Performance based incentive per annum be payable on following parameters:

If gross profit before tax of the company for financial Incentive Payable to Executive Director

year ending is (Rs.)

i) Rs. 5.00 crores to Rs. 5.49 Crores Rs. 5,00,000.00

ii) Rs. 5.50 crores to Rs. 6.00 Crores Rs. 6,00,000.00

iii) Rs. 6.01 Crores to Rs. 7.49 Crores Rs. 8,00,000.00

iv) Rs. 7.50 crores to Rs. 8.00 Crores Rs. 10,00,000.00

v) Rs. 8.01 Crores to Rs. 10.00 Crores Rs. 14,00,000.00

vi) Rs. 10.01 Crores to Rs. 13.50 Crores Rs. 16,00,000.00

vii) Rs. 13.51 Crores to Rs. 15.00 Crores Rs. 20,00,000.00

viii) Over Rs. 15.00 Crores Rs. 25,00,000.00

i. Contribution to Provident Fund, Superannuation Fund or Annuity Fund will not be included in the

computation of the ceiling on perquisites to the extent these either singly or put together are not taxable

under the Income-Tax Act. Gratuity payable will not exceed 15 days salary for each completed year of

service.

ii. Encashment of leave at the end of tenure will not be included in the computation of the ceiling on

perquisites.

iii. Provision of car for use on Company’s business and telephone at residence will not be considered as

perquisites. Personal long distance calls on telephone and use of car for private purposes shall be

billed by the Company to the Executive Director.

iv. The Executive Director shall be entitled to reimbursement of actual expenses reasonably incurred by

him in or about the business of the Company (including those for travelling and entertainment).

v. In the event of inadequacy or absence of profits in any financial year, the remuneration comprising

salary, perquisites and benefits proposed shall be paid to the Executive Director by way of minimum

remuneration subject to the approvals as may be required.

5. Comparative remuneration profile with respect to industry, size of the Company, profile of the

position and person:

The Nomination & Remuneration Committee constituted by the Board in terms of Schedule V and

section 178 of the Companies Act, 2013, considered the managerial remuneration paid to the Executives

of the middle sized companies in general and can manufacturing companies in particular.

The Nomination & Remuneration Committee found that Shri K. Jagannathan with his wide experience

at the management level will be fully suitable to discharge successfully the responsibilities of the

Executive Director. The Committee also found that Shri K. Jagannathan having extensive experience in

Commercial and Finance will be in a better position to shoulder responsibility without any difficulties, if

he has been re-appointed as the Executive Director for a further period of three years with effect from

1st July, 2025.

The remuneration recommended by the Committee payable to Shri K. Jagannathan is commensurate

with the responsibilities to be shouldered by him and within the limits prescribed under Schedule V of

the Companies Act, 2013.

6. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial

personnel, if any.

Besides the remuneration proposed and transactions disclosed in related party disclosures in notes to

the Accounts Section of the Annual Report, Shri K. Jagannathan does not have any other pecuniary

relationship with the Company.

III. OTHER INFORMATION:

1. Reason for loss or inadequate profits:

Traditionally, the can industry is high volume and low profit industry. The can sales have been restricted to

low value added products which are very sensitive to price increase, resulting often in lower margins. Kaira

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Kaira Can Company Limited

www.kairacan.com22

Can Company Limited established its can manufacturing plant in the State of Gujarat, mainly to cater to the

demands of Gujarat Co-operative Milk Marketing Federation Limited (GCMMF) for marketing Amul products.

As GCMMF is a co-operative organisation, taking care of the welfare of farmers, they are very sensitive to

price of cans. Hence, our sale price of cans to GCMMF has low margin of profit.

The sale of OTS cans is highly depending on the mango season every year. This segment of OTS cans

faces fierce competition, where the price and credit period play an important part in the buying decision by

the customers.

The export business of metal cans and its components is highly competitive, which also results in low margin

of profit.

The main raw-material for can manufacturing is tinplate, which forms 70% of the input cost. Most of the

tinplate requirement is procured from indigenous sources.

2. Steps taken or proposed to be taken for improvement of profitability:

Performance and Profitability Improvement Initiatives

The Company has implemented a series of strategic initiatives aimed at enhancing operational

performance and profitability:

1.Operational Efficiency: Streamlined operations by aligning demand with supply, minimizing

manufacturing waste, and driving cost optimization through improved productivity and enhanced

customer satisfaction.

2.Technological Upgrades in the Can Division: The installation of a state-of-the-art printing/

coating machine and oven has significantly improved product quality while reducing production

waste.

3.Capacity Expansion: Deployment of a new body maker and sheet feed press has bolstered the

manufacturing capacity of the Can Division and further elevated product standards.

4.Sugar Cone Division Enhancement: The addition of an advanced machine has increased

production capacity, supporting growth in demand and operational scalability.

5.Energy Load Optimization: Focused on the optimal utilization of maximum demand load to

improve energy efficiency and reduce operational costs.

6.Cost Reduction Measures: A comprehensive cost rationalization strategy is being actively pursued,

targeting all key areas of operation.

7.Sustainable Energy Practices: Continuous energy conservation efforts are underway to support

long-term environmental and economic sustainability.

8.Employee Development: Ongoing training programs and awareness campaigns are being

conducted to enhance workforce skills and align them with organizational goals.

9.Energy Audits and Corrective Action: Regular energy audits are performed to identify inefficiencies

and implement corrective measures promptly.

3. Expected increase in productivity and profits in measurable terms :

With the economy growing steadily and a burgeoning middle class, the processed food market, which is

one of the significant drivers of demand for cans, is set to take a giant leap. India as a low cost high

quality manufacturing base has got worldwide acceptance. This holds great promise for exports of juice

cans, components and printed sheets. Installation of Printing and Coating lines and installation of a new

Body Maker and sheet feed press would enable the Company to compete more effectively in the OTS

market and aggressively tap the export markets.

The cost saving measures mentioned above will improve the profitability and consequently the profit of

the Company.

IV. Disclosures:

1.Additional information is given in Corporate Governance report.

2.The Company has not made any default in payment of any of its debts.

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62nd Annual Report

www.kairacan.com23

3.The above explanatory statement shall be construed to be memorandum setting out the terms of the

appointment/re-appointment as specified under Section 190 of the Companies Act, 2013.

The proposed remuneration of Shri K. Jagannathan has been approved by the Nomination & Remuneration

Committee and recommended to the Board for approval at its meeting held on 22nd May, 2025 and the Board

of Directors of the company has approved at its meeting held on 22nd May, 2025.

The Resolution is therefore recommended to the shareholders for approval by means of a Special Resolution.

None of the Directors or Key Managerial Personnel of the company or their relatives is concerned or

interested, financial or otherwise other than Shri K. Jagannathan in the proposed Resolution No.6.

Item No. 7

At the 57th Annual General Meeting of the Company, Smt. Varsha Rakesh Jain, appointed as an Independent

Director on the Board of the Company for a term of up to 5 (five) consecutive years upto the ensuing 62nd Annual

General Meeting pursuant to the provisions of Sections 149, 152 and Schedule IV of the Act read with the

Companies (Appointment and Qualification of Directors) Rules, 2014.

Smt. Varsha Rakesh Jain, aged 62 years is Doctorate in Management studies, Masters of Commerce and having

Diploma in Systems Management. She was head of the Department in Premlila Vithaldas Polytechnic, SNDT

Women’s University Mumbai. She having vast experience and knowledge in the field of Commerce, Audit, Finance

and Management.

The Board at its meeting held on 22nd May 2025, based on the outcome of the performance evaluation exercise,

recommendations of the Nomination and Remuneration Committee, background, experience and contributions

made by Smt. Varsha Rakesh Jain during her tenure, approved the re-appointment not liable to retire by rotation of

Smt. Varsha Rakesh Jain Independent Director subject to approval of shareholders of the Company, for the

following second terms for 5 consecutive years upto conclusion of 67th Annual General Meeting.

The Board of Directors state that the re-appointment of Smt. Varsha Rakesh Jain would be in the interest of the

Company and its Shareholders. Smt. Varsha Rakesh Jain is not disqualified from being appointed as Director in

terms of Section 164 of the Act and has consented to act as Independent Director of the Company.

The Company has also received declarations from Smt. Varsha Rakesh Jain that she meet the criteria of

independence as prescribed under Section 149 of the Act and the Listing Regulations.

In the opinion of the Board, Smt. Varsha Rakesh Jain fulfil the conditions for appointment as Independent Directors

as specified in the Act and Listing Regulations. Smt. Varsha Rakesh Jain is an independent of the management.

Details of Smt. Varsha Rakesh Jain whose re-appointment as an Independent Director is proposed at Resolution

No. 7 is provided in the “Annexure” to the Notice pursuant to the provisions of the Act, Listing Regulations and

Secretarial Standards issued by ICSI.

Copy of draft letter of appointment of Smt. Varsha Rakesh Jain setting out the terms and conditions of appointment

is available for inspection by the members.

Other than Smt. Varsha Rakesh Jain and her relatives, none of the Directors, Key Managerial Personnel and their

relatives are in any way, concerned or interested, financially or otherwise, in this resolution, except to the extent of

her shareholding, if any, in the Company. This statement may also be regarded as an appropriate disclosure under

the Listing Regulations.

The Board recommends the Special Resolutions set out at Resolution Nos. 7 of the Notice for approval by the

members.

This Explanatory Statement together with the accompanying Notice may also be regarded as a disclosure under

SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2) of ICSI.

Item No. 8

The Board of Directors of the Company at their meeting held on 13th June, 2025, based on the recommendations of

the Nomination & Remuneration Committee, have approved the appointment of Shri. Rushabh Jayant Vora as an

Independent Director in terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Act

read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s)

and/or re-enactment(s) thereof for the time being in force), to hold office for a term of 5 (five) consecutive years

upto conclusion of 67th Annual General Meeting, not liable to retire by rotation, subject to the approval of the

shareholders.

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Kaira Can Company Limited

www.kairacan.com24

Shri. Rushabh Jayant Vora, aged 52 years, is Bachelor of Science in Chemical Engineering from Michigan

University USA. He is Managing Director of Chemspec Chemicals Private Limited. He is having vast experience in

Specialty Chemicals and knowledge in the field of International Marketing, Domestic Marketing, Risk & Insurance

Management and General Management.

Relevant details relating to appointment of Shri. Rushabh Jayant Vora as required by the Companies Act, Listing

Regulations and Secretarial Standards issued by the ICSI are provided in the “Annexure” to the Notice.

His considerable rich experience in Indian Corporate world and leadership skills in his field will add value to the

Board deliberations and will immensely benefit the Company and its shareholders.

Shri. Rushabh Jayant Vora is not disqualified from being appointed as a Director in terms of section 164 of the Act

and has consented to act as Director of the Company.

The Company has also received declaration from Shri. Rushabh Jayant Vora that he meets the criteria of

independence as prescribed under Section 149 of the Act and the Listing Regulations.

In the opinion of the Board, Shri. Rushabh Jayant Vora fulfils the conditions for appointment as an Independent

Director as specified in the Act and Listing Regulations Shri. Rushabh Jayant Vora is independent of the management.

A copy of draft letter of appointment of Shri. Rushabh Jayant Vora setting out the terms and conditions of

appointment is available for inspection by the members.

The Board of Directors propose the appointment of Shri. Rushabh Jayant Vora as a Non-Executive - Independent

Director of the Company and recommend the Ordinary Resolution as set out in Resolution No. 8 of the Notice for

the approval of the members.

Other than Shri. Rushabh Jayant Vora and his relatives, none of the Directors, Key Managerial Personnel and their

relatives are in any way, concerned or interested, financially or otherwise, in these resolutions, except to the extent

of his shareholding, if any, in the Company. This statement may also be regarded as an appropriate disclosure

under the Listing Regulations.

The Board recommends the Ordinary Resolutions set out at Resolution No. 8 of the Notice for approval by the

members.

Item No. 9

Vide a notification dated December 12, 2024, SEBI has amended the provisions of SEBI Listing Regulations. As

per the amended Regulations, listed Companies are now required to obtain shareholders’ approval for the appointment

of Secretarial Auditors, on the basis of recommendation of the Board of Directors of the Company. Further, it is

required that the Secretarial Auditor being appointed shall be a peer reviewed Company Secretary and should not

have incurred any disqualifications as specified by SEBI.

Based on the recommendation of the Audit Committee of Directors and after considering factors such as industry

experience, independence and expertise, the Board of Directors of the Company has approved and recommended

the appointment of M/s. P. Mehta & Associates, Proprietor - Mr. Prashant S. Mehta, Peer Reviewed Firm of

Practising Company Secretaries (Membership No.: 5814, CP No.: 17341, PR: 2354/2022, Firm Registration No.:

S2018MH634500), as Secretarial Auditors of the Company, for a term of five (5) consecutive financial years

commencing from April 1, 2025 till March 31, 2030.

Mr. Prashant S. Mehta, Proprietor of M/s. P. Mehta & Associates, is a law graduate and a member of the ICSI since

1987. He has worked with large organisations like Premier Ltd., PAL-Peugeot Ltd., JSW Steel (formerly known as

Jindal Iron and Steel Co. Ltd.) and Shoppers Stop Ltd. (as Group Legal Head and Company Secretary, till January

2017). He has rich experience in compliances & Secretarial Audits of listed as well as unlisted companies. He also

has experience in handling Due Diligence, Intellectual Property Rights matters, preparing Share Purchase Agreement

(SPAs)/ Shareholder Agreements (SHAs)/Investor Agreements and other legal documents, as well as advising on

Risk Management measures, including various Company Law, SEBI, Foreign Exchange, Initial Public Offering

(IPOs), Follow-on Public Offering (FPO), Mergers & Amalgamations matters, etc. He is also member of the Legal

and Advocacy Committee of the Retailer Association of India (RAI).

Mr. Mehta has given his consent to act as Secretarial Auditor of the Company. In compliance with the amended

SEBI Listing Regulations, the Company has also received a confirmation that the firm has subjected itself to the

peer review process of ICSI. Further, Mr. Mehta has also confirmed that he is not disqualified from being appointed

as a Secretarial Auditor under the provisions of the SEBI Listing Regulations.

The proposed remuneration to be paid to him for Secretarial Audit is Rs. 50,000/- (Rupees Fifty Thousand only)

plus applicable taxes and out-of-pocket expenses.

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62nd Annual Report

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The Board of Directors in consultation with the Audit Committee may determine, alter or vary the terms and

conditions of appointment, including remuneration and payment for other certification and professional services, in

such manner and to such extent as may be mutually agreed with the Secretarial Auditors.

None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested,

financially or otherwise in the Resolutions as set out in Item No. 9 of the Notice. The Board recommends the

ordinary resolution set out at Item No.9 of the Notice for approval by the Members.

Item No. 10

In pursuance of Section 148 of the Companies Act, 2013 and rule 14 of the Companies (Audit and Auditors) Rules,

2014, the Board shall appoint an individual who is cost accountant in practice on the recommendations of the Audit

Committee which shall also recommend remuneration for such cost auditor. The remuneration recommended by

the Audit Committee shall be considered and approved by the Board of directors and ratified by the shareholders.

On recommendations of the Audit Committee at its meeting held on 22nd May, 2025 the Board has considered and

approved appointment of M/s. P.D. Modh & Associates, Cost Accountants, for the conduct of the Cost Audit of the

Company’s Can manufacturing unit at Kanjari at a remuneration of Rs. 1,00,000/- (Rupees One Lakh Only) plus

applicable tax and reimbursement of actual travel and out-of-pocket expenses for the Financial Year ending March

31, 2026.

The Resolution at Item No. 10 of the Notice is set out as an Ordinary Resolution for approval and ratification by the

members in terms of Section 148 of the Companies Act, 2013.

None of the Directors and/or key Managerial Personnel of the Company and their relatives is concerned or

interested, financially or otherwise, in the Resolution set out at Item No. 10.

By Order of the Board of Directors

For KAIRA CAN COMPANY LIMITED

Place: MumbaiHiten Vanjara

Date: 13th June, 2025 Company Secretary

Registered office:

Ion House, Dr E. Moses Road

Mahalaxmi, Mumbai 400 011

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Kaira Can Company Limited

www.kairacan.com26

DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING [In pursuance of SEBI(Listing Obligations and Disclosure Requirements) regulations, 2015]

Name of the Director

DIN No.AgeDate of Appointment on the BoardQualificationsExpertiseDirectorship held in other PublicCompanies (excluding foreignand private ompanies)Chairmanships /Memberships of CommitteeShareholding of DirectorsRelationship between directorsinter-se

(1) Shri. Jayen S Mehta

0176725056 Years01-03-2023

• BBA (Marketing)• PGDRM (IRMA)He is having vast and richexperience of Milk marketingand operating Milk co-operatives1. GCMMF Limited2. Vidya Dairy• NILNILNone

(2) Shri. Premal N. Kapadia

0004209076 Years01-07-1994

• B.Sc (Chemistry)• B.Sc Chemical Engg, USA• M.s. Engg, USAEngineering & BusinessManagement• Alkyl Amines Chemicals Limited• Chairman of Corporate SocialResponsibility Committee ofKaira Can Company Limited• Member of Audit Committee ofAlkyl Amines Chemicals Limited

89749

Related to Shri. Utsav R. Kapadia

(3) Shri. Ashok B. Kulkarni

0160588665 Years01-07-2007

• B.E. (Industrial Production)• MMSManufacturing, Marketingand Industrial Relations

NIL

• Member of StakeholdersRelationship Committeeof Kaira Can CompanyLimited

1None

(4) Shri. K. Jagannathan

0166236867 Years01-07-2007

• M.Com (Banking & Finance)Banking, Finance, Commercialand Industrial Relations

NIL

• Member of CSR Committeeand StakeholdersRelationship Committee ofKaira Can Company Limited

NILNone

Name of the Director

DIN No.AgeDate of Appointment on the BoardQualificationsExpertiseDirectorship held in other Public Companies(excluding foreign and private companies)Chairmanships / Membershipsof CommitteeShareholding of DirectorsRelationship between directors inter-se

(5) Smt. Varsha Rakesh Jain

0877112162 Years01-07-2020

• Doctorate in Management • Dip. In Systems Management• M. Com (Statistics & Operational Research) Pune UniversityAdministration, Finance & Systems

NIL

• Member of Audit Committee of Kaira Can Company Limited• Chairperson of Nomination & Remuneration Committee of Kaira Can Company Ltd.

NILNone

(6) Shri. Rushabh Jayant Vora

0038219852 Years13-06-2025

• Bachelor of Science in ChemicalEngineering from Michigan University USA• Marketing (International & Domestic)• Risk & Insurance Management• General Management

NILNILNILNone

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