Kretto Syscon Ltd Directors Report

Despite the company being profitable, the Board of Directors, after careful consideration, decided not to declare any dividend for the financial year. This decision has been taken in

In accordance with the provisions of the Act read with the Articles of Association of the Company, Mr. Manishbhai Vasantkumar Nirmal, Non-Executive Non Independent Director, will retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers himself for reappointment.

Brief profile and details of Mr. Manishbhai Vasantkumar Nirmal, Director proposed to be re-appointed as required under the Listing Regulations are contained in the Notice convening the ensuing 30th Annual General Meeting of the Company.

The Board of Directors of the Company at its meeting held on June 14, 2024 recommended appointment of Mr. Manishbhai Vasantkumar Nirmal (DIN: 09852472) as Non-Executive & Non-Independent Director of the Company effective from June 14, 2024 and the same was approved by the Shareholders by way of postal ballot on July 19, 2024 and Board of Directors of the Company also at its meeting held on July 10, 2024 recommended appointment of Mrs. Akshita Dave (DIN: 10690492) as NonExecutive & Independent Director of the Company for term of Five consecutive years effective from July 10, 2024 and the same was approved by the Shareholders by way of postal ballot on August 24,2024

Apart from aforesaid changes there are no changes in Directors and Key Managerial Personnel of the Company.

Details of Directors and composition of various Committees of the Board are provided in the Corporate Governance Report forming part of this report.

Details of the familiarization Programme for Directors have been provided under Corporate Governance section of the report.

Mr. Tushar Shashikant Shah (DIN: 01748630), Managing Director, Mr. Kush Bhadreshbhai

Shah, Chief Financial Officer, and Mrs. Manya Anup Khetwani, Company Secretary continues to remain Key Managerial Personnel of the Company.

All the Independent Directors of the Company have submitted the requisite declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board reviewed and assessed the veracity of the aforesaid declarations, as required under Regulation 25(9) of the Listing Regulations. In the opinion of the Board, all the Independent Directors fulfil the said conditions as mentioned in Section 149(6) of the Act and the Listing Regulations and are independent of the Management. All the Independent Directors of the Company have complied with the provisions of sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to registration with the Indian Institute of Corporate Affairs for the Independent Directors Database. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency

Pursuant to applicable provisions of the Act, and the Listing Regulations, the Board has carried out annual evaluation of its own performance, performance of the Directors including Chairmans assessment as well as the evaluation of the working of its committees.

The NRC has defined the evaluation criteria and the mechanism for carrying out the Performance Evaluation process for the Board, its Committees and Directors.

During the year, feedback was sought by way of structured questionnaires and evaluation was carried out based on various criteria and the responses received from the Directors.

The criteria for performance evaluation of the Board included aspects such as Board composition and quality, setting strategy, overall direction, effectiveness of Board processes, Board and management relations, contribution, board development, timeliness of information etc., The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effective participation of members of the Committees, deliberations and suggestions made by the Committee, effectiveness of the Committees recommendation for the decisions of the Board, etc., A separate peer review exercise

was carried out to evaluate the performance of Individual Directors. The performance evaluation of the Chairman of the Board was also carried out, considering the views of all the remaining Directors.

The Directors noted that the results of the performance evaluation of the Board and its Committees, Chairperson and individual directors indicated a high degree of satisfaction among the Directors. A few areas of improvement which were suggested included Succession Planning, to conduct training programs which are focused in new areas of technology and markets positioning etc.

The Company Change its Authorised Share Capital two times during the year under review.

• During the year Companys Share capital was increased from the

16.00. 00.000 (Sixteen crore) equity shares of face value of Rs.1/-(One Rupees) to 36,00,00,000/- (Rupees Thirty-Six Crores Only) consisting of

36.00. 00.000 (Thirty-Six Crores) Equity Shares of Re. 1/- each vide special

36,00,00,000/- (Rupees Thirty-Six Crores Only) to Rs.66,00,00,000/- (Rupees Sixty-Six Crores Only) divided into 66,00,00,000/- (Sixty-Six Crores Only) Equity shares of Face Value of Re. 1/- (Rupee One Only) each vide special resolution passed in the AGM dated 24.08.2024.

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (the Act), in the prescribed form, which will be filed with Registrar of Companies/MCA, for the year ended as on 31^st March, 2025 is hosted on the website of company and can be accessed at

During the Financial Year 2024-25, the Company held Nine (9) board meetings of the

and other particulars are given in item No. 7 of the Corporate Governance

report their genuine concern and grievances. No personnel had been denied access

As required by Section 134(3)(c) of the Companies Act, 2013, the Board of Directors states that:

(a) In the preparation of the annual accounts for the financial year that ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair

view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

(d) The Directors had 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 that such internal financial controls are adequate and were operating effectively; and

All contracts or arrangements entered into by and between the Company with Related Parties are on arms length basis and in the ordinary course of business. Hence, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions to be reported under Section 188(1) of the Act and Form AOC-2 is not applicable.

All related party transactions are placed before the Audit Committee for its review and approval on a quarterly basis. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. Further, the related party transactions are reviewed by the Statutory Auditors of the Company.

under the Sexual Harassment of Women at Workplace

During the Financial Year under review, neither any application nor any proceeding is initiated