Kratikal Tech Ltd Directors Report

To

The Members Kratikal Tech Limited

The Board of Directors ("Board") is delighted to present this 13^th Annual Report of the Company, along with the summary of standalone and consolidated financial statements for the financial year ended March 31, 2026.

FINANCIAL AND OPERATIONAL HIGHLIGHTS OF THE COMPANY

The key highlights of standalone and consolidated financial performance of the Company for the year ended March 31, 2026, indicating state of Companys affairs, are summarised as follows:

FINANCIAL SUMMARY /PERFORMANCE OF THE COMPANY

Particulars	Standalone		Consolidated
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from operation	33,55,95,264	20,85,09,037	36,71,58,981	20,85,09,037
Other Income	14,06,490	26,14,321	14,06,490	26,14,321
Total Income	33,70,01,754	21,11,23,358	36,85,65,470	21,11,23,358
Total Expenditure	26,29,18,260	15,55,22,529	27,75,22,521	15,55,44,173
Profit before Interest, Depreciation, Taxation & Extraordinary Items	7,40,83,494	5,56,00,829	9,10,42,949	5,55,79,185
Depreciation	82,77,060	30,25,532	82,77,060	30,25,532
Profit before Tax	65806433	5,25,75,297	8,27,65,890	5,52,53,653
Tax Expense	2,31,58,029	1,31,70,273	2,31,58,029	1,31,70,273
Profit/(Loss) after Tax (Before Minority Interest)	4,26,48,405	3,94,05,024	5,96,07,861	3,93,83,380
Minority interest	0	0	(0.10)	(0.12)
Profit/(Loss) for the period (after Minority interest adjustment)	4,26,48,405	3,94,05,024	5,96,07,860.9	3,93,83,379.88
Earnings Per Share
Basic (Rs.)	5.46	38.30	7.63	38.28
Diluted (Rs.)	5.34	31.50	7.62	31.48

The standalone as well as the consolidated financial statement have been prepared in accordance with the Accounting Standards (AS).

DIVIDEND

With a view to conserving resources for the Companys growth initiatives, expansion plans and future business opportunities, your directors consider it prudent to retain the profits of the Company. Accordingly, your Directors do not recommend any dividend for the Financial Year ended 31^st March, 2026.

RESULTS OF OPERATION AND THE STATE OF COMPANYS AFFAIRS

During the financial year ended 31st March 2026, the Company continued to be engaged in the business of developing and providing cybersecurity and software solutions, including AI-driven security awareness, phishing simulation, learning management, email security, and related services to domestic and international customers.

The Company continued to focus on innovation, strengthening its product portfolio, expanding its customer base, and enhancing its presence across domestic and overseas markets. During the year, the Company successfully achieved the milestone of listing its equity shares on the SME Platform of BSE Limited, which marks an important step in its growth journey.

The Directors are confident that the Companys strong technological capabilities, customer-centric approach, and continued investments in research and development will support sustainable growth and create long-term value for its stakeholders.

(a) The highlights of the Companys standalone performance for the financial year ended March 31, 2026, are set out below:

During the financial year under review, the Companys Revenue from Operations increased to ^3,355.95 lakh from ^2,085.09 lakh in the previous Financial Year, registering a growth of 60.95%. Domestic revenue increased from ^1,809.98 lakh to ^2,543.83 lakh, reflecting a growth of 40.54%, while export revenue witnessed a significant growth of 195.20%, increasing from ^275.11 lakh to ^812.12 lakh. The overall growth in revenue was primarily driven by steady growth in the domestic business and a substantial increase in export revenue during the year under review.

(b) The highlights of the Companys consolidated performance for the financial year ended March 31, 2026, are as follows:

On a consolidated basis, the Companys Revenue from Operations increased to ^3,671.59 lakh from ^2,085.09 lakh in the previous Financial Year, registering a growth of 76.09%. Domestic revenue increased from ^1,809.98 lakh to ^2,572.37 lakh, reflecting a growth of 42.12%, while export revenue witnessed a significant growth of 299.57%, increasing from ^275.11 lakh to ^1,099.22 lakh. The overall growth in consolidated revenue was primarily driven by sustained growth in the domestic business and a substantial increase in export revenue during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act and the Listing Regulations read with Ind AS 110-Consolidated Financial Statements, Ind AS 28-Investments in Associates and Joint Ventures and Ind AS 31-Interests in Joint Ventures, the Consolidated Audited Financial Statement forms part of this Annual Report.

INITIAL PUBLIC OFFER

The Company successfully made its Initial Public Offer (IPO) of 29,40,000 Equity Shares @ ^135/- (including a share premium of ^125/-) per equity share of ^10/- each, which includes a fresh issue of 29,40,000 Equity Shares of ^10/- each for raising funds for the Company to the tune of ^3,969.00 lakhs.

Subsequent to the completion of the IPO, the paid-up Equity Share Capital of the Company has been increased from ^8,16,05,450/- to ^11,10,05,450/-. The Companys Equity Shares got listed on BSE on July 7^th, 2026, and are currently available for trading.

CHANGES IN THE SHARE CAPITAL OF THE COMPANY

During the financial year under review, below are the changes in the share capital of the Company.

a. Changes in Authorised Share Capital

i) Our Company cancelled and converted of unissued shares of one class i.e. 5,000 Preference Shares of ^100/- each and increased in shares of another class i.e. into 50,000 Equity Shares of Rs. 10/- each and consequently altered the capital clause in Memorandum of Association of the Company, pursuant to special resolution passed at Extra-Ordinary General Meeting held on September 09, 2025.

ii) Clause V of the MOA was amended to reflect an increase in the Authorised share capital of our Company from ^ 10,00,000 divided into 1,00,000 Equity Shares of ^10/- each to ^ 12,00,00,000 divided into 1,20,00,000 Equity Shares of ^10/- each, pursuant to special resolution passed at the ExtraOrdinary General Meeting held on November 24, 2025.

b. Changes in Paid-Up Share Capital

Particulars	No. of Equity Shares	Face Value (Rs.)	Paid-Up- Share Capital (Rs.)
Equity Share Capital
Paid Up Share Capital as on April 01, 2025	10,288	10	1,02,880
Conversion of 1856 CCPS into Equity	1,856	10	18,560
Allotment of 601 ESOP	601	10	6,010
Bonus Issue of 76,47,000 Equity Shares in ratio of (600:1)	76,47,000	10	7,64,70,000
Allotment of 5,08,000 Equity Shares under Private Placement	5,00,800	10	50,80,000
Paid-up Share Capital as on 31st March 2026	81,60,545	10	8,16,05,450
Preference Share Capital
Paid Up Share Capital as on April 01, 2025	1,856	10	18,560
- (Conversion into Equity Capital)	(1856)	10	(18560)
Paid-up Share Capital as on 31st March 2026	0	0	0

Subsequent to IPO the paid-up equity share capital of the Company has been increased to ^11,10,05,450/- divided into 1,11,00,545 Equity Shares of face value of ^10/- each.

TRANSFER TO RESERVES

For the Financial Year ended 31^st March 2026, the Board of Directors has decided not to transfer any amount to the General Reserve. The profit for the year forms part of the Retained Earnings in the financial statements.

DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

As on 31^st March 2026, the Company has the following wholly owned subsidiaries:

Name of the Company	Country/ Place of Incorporation	Percentage of holding
Kratikal Academy Private Limited (CIN: U74999UP2017PTC093688)	Uttar Pradesh, India	100%
Threatcop AI Inc.	State of Delaware, United State of America	100%
Threatcop FZ LLC	Ras Al Khaimah, United Arab Emirates	100%

During the financial year under review, the Company incorporated the following two wholly-owned Subsidiaries:

• Threatcop AI Inc., incorporated in the State of Delaware, United States of America; and

• Threatcop FZ LLC, incorporated in Ras Al Khaimah, United Arab Emirates.

The Consolidated Financial Statements of the Company have been prepared in accordance with the applicable provisions of the Companies Act, 2013, the applicable Indian Accounting Standards (Ind AS), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPS)

As on date, the Company has five Directors, comprising two Executive Directors and three Independent Directors (including one Woman Independent Director).

The composition of the Board of Directors of the Company is given in the table below:

Sr. No. Name	Designation	DIN
1. Mr. Pavan Kumar 1	Chairman, Managing Director & CEO	06714086
2. Mr. Paratosh Kumar2	Whole Time Director	07676819
3. Ms. Shubhi Kesarwani3	Non-Executive Director	10955031
4. Mr. Anand Ramanlal Karwa4	Non-Executive Director	06904408
5. Mr. Sanjeev Kumar Sinha5	Non-Executive Director	07740623

2Mr. Paratosh Kumar designation was changed from Executive-Director to Whole-Time Director w.e.f. July 17, 2025 for a period of 5 years.

3Ms. Shubhi Kesarwani was appointed as a Non-Executive, Independent Director of the Company w.e.f. August 27, 2025.

4Mr. Anand Ramanlal Karwa was appointed as a Non-Executive, Independent Director of the Company w.e.f. August 27, 2025.

5Mr. Sanjeev Kumar Sinha was appointed as a Non-Executive, Independent Director of the Company w.e.f. November 17, 2025.

Appointment, Re-appointment and Cessation of Directors during the financial year under review

a) Appointment of Mr. Pavan Kumar as Managing Director of the Company

The Board of Directors of the Company at its meeting held on March 01. 2025 appointed Mr. Pavan Kumar (DIN: 06714086) as a Managing Director for a period of 5 (Five) years.

b) Appointment of Mr. Paratosh Kumar as Whole- Time Director of the Company

The Board of Directors of the Company at its meeting held on July 17, 2025 appointed Mr. Paratosh Kumar (DIN: 07676819) as a Whole-Time Director for a period of 5 (Five) years.

c) Appointment of Ms. Shubhi Kesarwani as a Non-Executive, Independent Director of the Company

The Board of Directors of the Company considering expertise, knowledge, experience and skills of Ms. Shubhi Kesarwani (DIN: 10955031) appointed her as Independent Director w.e.f. August 27, 2025 and the Members had appointed her as an Independent Director for a first term of 2 consecutive years commencing from September 09^th 2026.

d) Appointment of Mr. Anand Ramanlal Karwa as a Non-Executive, Independent Director of the Company

The Board of Directors of the Company considering expertise, knowledge, experience and skills of Mr. Anand Ramanlal Karwa (DIN: 07740623) w.e.f. August 27, 2026 and the Members had appointed him as an Independent Director for a first term of 18 months commencing from September 09^th 2026.

e) Appointment of Mr. Sanjeev Kumar Sinha as a Non-Executive, Independent Director of the Company

The Board of Directors of the Company considering expertise, knowledge, experience and skills of Mr. Sanjeev Kumar Sinha (DIN: 06904408) w.e.f.

November 17, 2026 and the Members had appointed him as an Independent Director for a term of 1 year commencing from November 24^th 2026.

Key Managerial Personnel (KMPs)

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

Name	Designation	Date of Appointment
Mr. Pavan Kumar	Managing Director	1st March 2025
Mr. Paratosh Kumar	Whole-Time Director	17th July 2025
Mr. Vimnay Singh	Chief Financial Officer	17th July 2025
Mr. Anmol Gupta	Company Secretary	17th July 2025

Meetings of the Board of Directors

The meetings of the Board of Directors ("Board") are held regularly to review, discuss deliberate and decide on various business, strategies, risk management, audit and assurances, governance policies, financial matters and other matters as proposed by the Chairman or Member(s) of the Board from time to time.

During the financial year under review, 14 Board Meetings were convened. The gap between two Board Meetings did not exceed 120 days as per Section 173 of the Companies Act, 2013. The details of the Meetings of the Board have been provided in the table below:

Sr. No.	Date of Board Meeting	No. of Directors entitled to attend	No. of Directors present	No. of Directors Absent
(1/BM/2025-2026)	24-04-2025	2	2	0
(2/BM/2025-2026)	29-05-2025	2	2	0
(3/BM/2025-2026)	17-07-2025	2	2	0
(4/BM/2025-2026)	27-08-2025	2	2	0
(5/BM/2025-2026)	22-09-2025	4	3	1
(6/BM/2025-2026)	17-11-2025	4	3	1
(7/BM/2025-2026)	26-11-2025	5	4	1
(8/BM/2025-2026)	05-12-2025	5	4	1
(9/BM/2025-2026)	08-12-2025	5	4	1
(10/BM/2025-2026)	12-12-2025	5	3	2
(11/BM/2025-2026)	24-12-2025	5	4	1
(12/BM/2025-2026)	25-12-2025	5	4	1
(13/BM/2025-2026)	31-12-2025	5	4	1
(14/BM/2025-2026)	16-02-2026	5	3	1

Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee (NRC) engages with the Board of Directors ("Board") to evaluate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance, and governance. The NRC, basis such evaluation, determines the role and capabilities required for appointment of Independent Director.

Thereafter, the NRC recommends to the Board for the selection of new Directors. All Directors are expected to demonstrate independence, integrity, strong personal and professional ethics, sound business judgment, the ability to contribute constructively to deliberations, and a commitment to exercising authority in a collaborative and collective manner.

The Company has in place a Nomination and Remuneration Policy (Policy) which is available on the Companys website.

Declaration by Independent Directors

The Independent Directors have confirmed that there had been no change in the circumstances affecting their status as Independent Directors of the Company and that they continue to be qualified to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. The Independent Directors had submitted their disclosures to the Board that they fulfil the requirements as stipulated under Section 149(6) of the Companies Act, 2013 and declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs ("IICA").

Annual Evaluation of the Board, Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and that of the individual Directors.

The evaluation was based on various parameters, including the effectiveness of the Board and Committees, governance practices, participation and contribution of the Directors, and overall functioning of the Board.

The Independent Directors also held a separate meeting to evaluate the performance of the Chairman, Non-Independent Directors and the Board as a whole, in accordance with the applicable provisions of the Companies Act, 2013. The Board is satisfied with the performance and effectiveness of the Board, its Committees and the individual Directors during the financial year under review.

Committees of the Board of Directors (Board)

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 read with rules framed thereunder viz.

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

The Composition of all above Committees and other details have been provided below.

All the recommendations made by the Committees were accepted by the Board of Directors.

Audit Committee (AC)

The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013 and rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable, in its meeting held on December 08, 2025 constituted the Audit Committee of its Board of Directors of the company. The constitution of the Audit Committee is as follows:

Name of the Directors	Designation	Nature of Directorship
Mr. Anand Ramanlal Karwa	Chairman	Independent Director
Mr. Sanjeev Kumar Sinha	Member	Independent Director
Mr. Pavan Kumar	Member	Managing Director

The chairman of the Audit Committee is an independent director and the Company Secretary acts as the secretary to the Audit Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors made by the Audit Committee during the year.

Nomination and Remuneration Committee (NRC)

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013 and rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable, in its meeting held on December 08, 2025, constituted the Nomination and Remuneration Committee of its Board of Directors.

The constitution of the Nomination and Remuneration Committee is as follows:

Name of the Directors	Designation	Nature of Directorship
Mr. Sanjeev Kumar Sinha	Chairman	Independent Director
Mr. Anand Raman Lal Karwa	Member	Independent Director
Ms. Shubhi Kesarwani	Member	Independent Director

The chairman of the NRC is an independent director and the Company Secretary acts as the secretary to the NRC.

Stakeholders Relationship Committee (SRC)

The Company has constituted the Stakeholders Relationship Committee of the Board (the "Stakeholders Relationship Committee") pursuant to resolution of the Board dated March 11, 2025 in compliance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI LODR Regulations. The Stakeholders Relationship Committee consists of the following members as on the date of this report.

The constitution of the Stakeholder Relationship Committee is as follows:

Name of the Directors	Designation	Nature of Directorship
Mr. Anand Ramanlal Karwa	Chairman	Independent Director
Mr. Pavan Kumar	Member	Managing Director
Mr. Paratosh Kumar	Member	Whole Time Director

Directors Responsibility Statement (DRS)

The Director Responsibility Statement was placed before the Audit Committee. The Audit Committee reviewed and confirmed the said DRS. Thereafter, the DRS was placed before the Board of Directors. Pursuant to Section 134(5) of the Act, the Directors state that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed and there were no material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2026 and of the profit of the Company for the year ended as on that date;

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

d. the Directors have prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND THEIR REPORT

M/s A T K & Associates, Chartered Accountants, Ghaziabad, statutory auditors of the Company having registration number FRN No. 018918C were appointed as statutory Auditors of the Company in the Annual General Meeting held on 30/09/2023 and they hold the office until the conclusion of the 15^th Annual

General Meeting to be held in 2028. They have confirmed their eligibility under Section 141 of Companies Act, 2013 and they are not disqualified for appointment. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Auditors Report on Standalone and Consolidated Financial Statements for the financial year 202526 issued by M/s A T K & Associates, Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation, or adverse remark.

There are no qualifications in statutory audit report. The comments in the Auditors Report read with the notes to the accounts are self -explanatory and do not call for further explanation. There are no cases of fraud detected and reported by the Auditor under Section 143(12) during the Financial Year.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

The Audit Committee also periodically reviews the adequacy and effectiveness of internal control systems and provides guidance for further strengthening them.

During the financial year under review, no material observation has been made by the Statutory Auditors of the Company in relation to the efficiency and effectiveness of such controls.

RISK MANAGEMENT

Section 134 (3) (n) of the Companies Act, 2013 is not applicable to the Company, therefore, formulation of a formal Risk Management Policy is not mandatory. Nevertheless, the Board of Directors periodically reviews the Companys business risks and takes appropriate measures to mitigate them, as and when considered necessary.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has designed a Vigil Mechanism and Whistle Blower Policy as per the provisions of Section 177 of the Companies Act, 2013, to establish a framework for receiving complaints related to any allegations of corruption, willful misuse of power or discretion, unethical behaviors, actual or suspected fraud, leakage or violations of the Code of Business Conduct and Ethics for Board of Directors and Employees. It provides a platform to report such

concerns against any employee and ensures a process for investigating these disclosures. Additionally, the policy offers safeguards to protect individuals making complaints, provided the disclosure is made in good faith and within a reasonable timeframe.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the financial year under review, the Company has not granted any loans, provided any guarantees or securities, or made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board of Directors of the Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on Related Party Transactions (RPTs). All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature. The related party transactions for the financial year are insignificant in commensurate with the turnover of the Company. Further, all transactions with related parties during the financial year were on arms length basis and in the ordinary course of business.

Your Directors draw attention of the Members to Note No. 25 to the standalone financial statement which sets out related party disclosures.

ANNUAL RETURN

The Annual Return of the Company in form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on Companys website at https://kratikal.com/investor- relations .

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 of the Companies Act, 2013 (Act) read with Schedule V, the remuneration payable to Directors is subject to the prescribed limits except during the financial year under review, the remuneration paid to Mr. Pavan Kumar (Chairman and Managing Director), Mr. Paratosh Kumar (Whole-Time Director), exceeded the limits specified under Section 197 of the Act.

The said remuneration was approved and is in accordance with the provisions of the Act. The Board affirms that, except for the aforesaid instance, the remuneration paid to all Directors is in compliance with Section 197 of the Act and the rules made thereunder.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has in place a Nomination and Remuneration Policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee (NRC). Based on the recommendation of the NRC, the remuneration of Executive Director is proposed, in accordance with the provisions of the Companies Act, 2013 (Act) which comprises of basic salary, perquisites, and allowances, for approval of the members, if required. Further, based on the recommendation of the Board, the remuneration of Non-Executive Directors for increased sitting fees in accordance with the provisions of Act is proposed for the approval of the members.

The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act is available on the Companys website.

EMPLOYEES STOCK OPTION SCHEMES (ESOP)

During the financial year 2025-26, there has been change in the Employee Stock Option Schemes of the Company. The Company has adopted amendment in Employee Stock Option Plan 2019 (ESOP 2019) pursuant to a resolution passed at Board Meeting held on November 26^th, 2025.

The details of the ESOP as on March 31 2025 are as under

Pursuant to the increase in the share capital of the Company, the Board of Directors, at its meeting held on 26 November 2025, approved the issuance of the remaining 4.75% Employee Stock Options out of the approved ESOP quota, aggregating to a total of 3,87,625 (Three Lakh Eighty-Seven Thousand Six Hundred Twenty-Five) Options, under ESOP 2019 and the scheme will be administered by the Nomination and Remuneration (NRC) Committee. The objectives of the ESOP 2019 is to

a) To motivate the Employees to contribute to the growth and profitability of the company.

b) To retain the Employees for the growth of the Organization.

c) To provide means to enable the Company to attract and retain appropriate new human talent in the employment of the Company;

d) To achieve sustained growth and the creation of shareholder value by aligning the interests of the Employees with the long term interests of the Company; and

e) To create a sense of ownership and participation amongst the Employees to share the value they create for the Company in the years to come.

Under the ESOP 2019, the NRC Committee is authorised to grant not exceeding 3,87,625 (Three Lakh Eighty-Seven Thousand Six Hundred Twenty-Five) Options, each fully paid-up, with each such Option conferring a right upon the

Employee to be issued one Share of the Company, in accordance with the terms and conditions of such issue.

The Employee Stock Option Scheme 2025 is in compliance with Companies Act, 2013 and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Company has also obtained certificate from the Secretarial Auditors confirming that ESOP 2019 have been implemented in accordance with the SEBI (SBEB & SE) Regulations, 2021 and the resolutions passed by the shareholders of the Company.

A copy of the certificate has been uploaded on the website of the Company i.e. https://kratikal.com/ .

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company during the financial year under review, as the Company is not a listed company during the said financial year.

The equity shares of the Company were subsequently listed on the Bombay Stock Exchange (BSE) on July 7^th, 2026. Accordingly, the Company shall comply with the applicable requirements of Section 197(12) of the Companies Act, 2013 read with the aforesaid Rules from the financial year 2026-27 onwards.

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

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). This policy covers all employees of the Company whether permanent or temporary, probationary or part-time or working as a consultant or on a voluntary basis or engaged through a contractor or agent.

To build awareness in this area, the Company has been conducting induction/refresher programmes in the organisation on a continuous basis. During the financial year under review, the Company organised training sessions on the topics of POSH for the Employees and Internal Committee Members.

Details of Sexual Harassment cases are following:

No. of complaints received during the year	Nil
No. of complaints disposed off during the year	N.A.
Cases pending for more than 90 days	N.A.
No. of workshops and Awareness Programs conducted during the year	2
Nature of action by employer or District officer, if any	N.A.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company.

However, based on the financial parameters of the Company for the financial year ended March 31, 2026, the provisions of Section 135 of the Companies Act, 2013 shall become applicable to the Company with effect from the financial year 2026-27. The Company shall undertake necessary compliances with the applicable provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, there is no amount which is required to be transferred to the Investors Education and Protection Fund as per the provisions of Section 125(2) of the Act.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, EARNING AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not required to be provided as the Company has not undertaken any manufacturing activity.

Details of Foreign Exchange Earnings and Outgo during the financial year under review is given in the table below:

Sr. Particulars No.	(Amount in Rs.)
1. Earning in Foreign Currency	8,12,11,866
2. Expenditure in Foreign Currency	2,22,93,450

CHANGE IN NAME OF THE COMPANY

During the financial year 2025-26, the Company was converted from a private limited company to a public limited company. Consequently, the name of the Company was changed from Kratikal Tech Private Limited to Kratikal Tech Limited pursuant to a fresh Certificate of Incorporation issued by the Registrar of Companies, effective from 23-09-2025.

DEMATERIALIZATION OF SHARES

The shares of the Company are available for transfer in the dematerialized form under both the Depository Systems in India - NSDL and CDSL. The International Securities Identification Number (ISIN) allotted to the Companys shares under the Depository System is INE1L0M01019.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, POST BALANCE SHEET DATE

Following events have occurred between end of the financial year of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company:

a. Changes in Share Capital: Pursuant to the Initial Public Offer ("IPO"), the paid-up equity share capital of the Company increased from ^8,16,05,450 comprising 81,60,545 Equity shares of ^10 each to ^ 11,10,05,450 comprising 1,11,00,545 Equity shares of ^10 each.

b. The Company successfully completed its Initial Public Offer comprising a fresh issue of 29,40,000 equity shares of face value of ^10 each, aggregating to ^3,969.00 lakhs, at an issue price of ^135 per equity share (including a premium of ^125 per equity share).

c. The Company received listing approval from the Bombay Stock Exchange (BSE) on July 7^th 2026,and its equity shares were listed on the BSE SME on July 7^th, 2026, and are currently available for trading.

COST AUDIT

The provisions of Section 148 of the Companies Act, 2013 pertaining to cost audit are not applicable to the Company.

SECRETARIAL AUDIT

For the financial year under review, the provisions of Section 204 of the Companies Act, 2013 pertaining to secretarial audit are not applicable to the Company.

However, pursuant to the listing of the equity shares of the Company on BSE Limited on July 7, 2026, the provisions relating to Secretarial Audit have become applicable to the Company. Accordingly, the Company shall appoint a Secretarial Auditor and conduct the Secretarial Audit from the financial year 2026-27 onwards in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

During the financial year under review, your Company is in compliance with the applicable Secretarial Standards specified by the Institute of Company Secretaries of India.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There is no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

MATERNITY BENEFIT

The Company is committed to ensuring a safe, equitable, and supportive workplace for all employees. During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, including the provision of 26 weeks of paid maternity leave, nursing breaks, and all other statutory benefits to eligible women employees.

The Company has also ensured that no woman employee has been subjected to any form of discrimination on account of maternity and that all required facilities and entitlements under the Act were duly provided. Internal policies have been aligned with the statutory framework to promote employee well-being and work-life balance.

GENERAL

a) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the financial year under review.

b) No application was made, nor was any proceeding pending against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

c) The Company has not entered into any one-time settlement with any Bank or Financial Institution during the financial year under review.

d) The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 during the financial year under review.

e) The Company has not raised any funds through preferential allotment or qualified institutions placement during the financial year under review.

f) No Managing Director or Whole-time Director of the Company received any commission or remuneration from its holding company or subsidiary company. Accordingly, no disclosure is required under Section 197(14) of the Companies Act, 2013.

g) During the financial year under review, the Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013.

h) There was no change in the nature of business of the Company during the financial year under review.

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis (presented as a part of Annual Report), describing the Companys objectives, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the support and co-operation to all its stakeholders including clients, investors, bankers, government, regulatory authorities and business associates for their continued support during the year.

The Directors truly appreciates the contribution made by employees at all levels for their hard work, solidarity, co-operation and support.