Krishca Strapping Solutions Ltd Directors Report

Dear Members,

Your Board of Directors take pleasure in presenting the 08 th Board Report together with the Audited Stand-alone and Consolidated Financial Statements of the Company for the year ended March 31, 2025.

FINANCIAL RESULTS

The discussion on the finan cial condition and results of operations of your Company for the year ended 31 st March, 2025, which are summarized below, should be read in conjunction with its audited Standalone and the Consolidated Financial Statements containing finan cials and notes thereto of Krishca Strapping Solutions Limited and its subsidiary Krishca Total Packaging Solutions FZCO, Dubai which are summarized below:

	Standalone		Consolidated
Particulars	For the year ended	For the year ended	For the year ended	For the year ended
	31 st March, 2025	31 st March, 2024	31 st March, 2025	31 st March, 2024
Income from operations	14,920.21	10,459.18	14,920.21	-
Other Income	188.16	112.51	188.16	-
Total Income	15,108.37	10,571.69	15,108.37	-
Total Expenses	12,664.13	8,545.98	12,678.90	-
P rofit before depreciation, interest and tax	1,598.01	1,753.00	1,583.24	-
Finance Cost	370.24	126.49	370.24
Depreciation	475.99	146.22	475.99
P rofit before tax	1,598.01	1,753.00	1,583.24	-
Provision for Tax	433.52	436.29	433.52	-
Deferred Tax Asset / (Liability) for the year	(9.85)	(7.41)	(9.85)	-
P rofit / Loss After Tax	1,174.34	1,324.12	1,159.57	-

STATE OF COMPANYS AFFAIRS

During the year, your Company earned a revenue of H151.08 Crores as against H105.72 Crores in the previous year, registering an increase of around 42.91%. Earnings before interest, tax, depreciation and amortization (EBITDA) was H24.29 Crores against H20.26 Crores in the previous year. P rofit after tax (PAT) for the year was H11.60 Crores as against H13.24 Crores in the previous year.

BUSINESS OVERVIEW

A more detailed explanation on the business and the performance of the Company has been provided in the Management Discussion and Analysis Report, which is forming part of the Annual Report along with Boards Report.

CHANGE IN THE NATURE BUSINESS OF COMPANY

During the year under review, there was no change in the nature of the Companys business.

LISTING OF THE COMPANY

The Shares of your Company are listed on Platform of "Emerge Platform on National Stock Exchange". The annual Listing Fees for the Year 2025-26 has been paid to the exchange.

DIVIDEND

Considering the capital requirement for expansion and growth of business operations and to augment working capital requirements, the Board of Directors do not recommend any dividend on the Equity shares for the finan cial year 2024-25.

To bring transparency in the matter of declaration of dividend and protect the interests of investors, the company had adopted a Dividend Policy since listing of its shares. The policy has been displayed on the Companys website at link https://www. krishcastrapping.com/.

UNCLAIMED DIVIDEND

In the absence of any declaration of dividend in the past, the Company does not have any unpaid/unclaimed dividend coming under the purview of Section 124(5) of the Act to be Investors Education and Protection Fund ("IEPF") of the Central Government.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the general reserves and the entire amount of p rofit for the year forms part of the Retained Earnings.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affect ing the finan cial position of the Company which have occurred between the end of the finan cial year of the Company to which the finan cial statements relate and the date of this report, which forms part of this report.

AWARDS & RECOGNITIONS

The company has obtained various c ertifi cations which includes ISO C ertifi cate 9001:2015 and BIS 6700145313, which stands testimony for the highest standards of quality and safety maintained by the Company in respect of_its_products.

SHARE CAPITAL

AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company is H15,00,00,000/- comprising of 1,50,00,000 Equity Shares of H10/- each.

PAID-UP SHARE CAPITAL

As on 31 st March, 2025, the paid up capital of the company is H14,19,00,000/- consisting of 1,41,90,000 equity shares of H10/- each and there was no change in the share capital of your company during the year under report.

ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT ESOP AND SWEAT EQUITY SHARE: a. BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year under review. b. SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the year under review. c. BONUS SHARES: During the year, the Company has not issued bonus shares to its shareholders. d. EMPLOYEES STOCK OPTION PLAN: The Company has not provided any Stock Option Scheme to the employees. e. PREFERENTIAL ISSUE: During the year under review, The Company has successfully completed the Preferential Issue of 21,20,000 (Twenty-One Lakhs Twenty Thousand) Equity Shares with the Face Value of H10 each for cash, at an issue price of

H233 per Equity Share (which includes a premium of H223 per Equity Share). And Issue of 8,00,000 (Eight Lakh) Warrants with the Face Value of H10 each for cash, at an issue price of H233 per Equity Share (which includes a premium of H223 per Equity Share). f. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE: The Company has not issued any equity shares with differ ential rights as to dividend, voting or otherwise.

g. ISSUE OF SHARES (INCLUDING SWEAT EQUITY SHARES) TO EMPLOYEES OF THE COMPANY UNDER ANY SCHEME: The Company has not issued any shares (including sweat equity shares) to employees of the Company under any scheme. h. OTHER CONFIRMATIONS: The Company has not made any change in voting rights or changed the capital structure resulting from restructuring.

The Company failed to implement any corporate action.

The Companys securities were not suspended for trading during the year since its listing

UTILISATION OF FUNDS COLLECTED THROUGH PREFERENTIAL ISSUE

The Company had raised funds through Preferential Issue during July, 2024 by allotting 21,20,000 (Twenty One Lakhs Twenty Thousand) Equity Shares of Face Value of H10/- (Rupees Ten Only) each fully paid, and by allotting 8,00,000 (Eight Lakh) Warrants. The proceeds of aforesaid issue are being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue. There was no deviation(s) or variation(s) in the utilization of public issue proceeds.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

BORROWINGS

As on 31 st March 2025, an amount of H3308.13- Cr. is outstanding towards borrowings, which comprises of both secured and unsecured_loans. The company has not defaulted in payment of interest and/or repayment of loan to any of the finan cial institutions and/or bank.

SECRETARIAL STANDARDS

During the finan cial year under review, the Company has complied with the applicable provisions of the Secretarial Standard-1 and Secretarial Standard-2 relating to Meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Act.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement it is hereby con firm ed that: a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair s of the Company as at March 31, 2025 and of the p rofit of the Company for the year ended on that date; c) the Directors have taken proper and s ufficien t care for the maintenance of adequate accounting records in accordance with the provisions of the 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 have laid down internal finan cial controls to be followed by the Company and that such internal finan cial controls are adequate and are operating effect ively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effect ively.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT

The Company has not given any Loans, made any Investments, given any Guarantees and provided any Securities during the Financial Year under Section 186 of the Act.

PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As part of the expansion of the business of the company to overseas market, your company has incorporated a subsidiary viz Krishca Total Packaging Solutions FZCO on August 30, 2023 in UAE and a Wholly Owned Subsidiary Company viz., KRISHCA TOTAL PACKAGING & PRESERVATION SOLUTIONS PTE. LTD in Singapore on October 13, 2023. The said subsidiaries are yet to start its operations. Details are annexed as Annexure I to this report.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT

All the transactions with related parties during the year were on arms length basis and in the ordinary course Boards Report of the business. Related party transactions entered into by the Company during the year were approved by the audit committee and the Board from time to time and are disclosed in the notes to accounts of the finan cial statements forming part of this Annual Report. The Company has also obtained approval of the shareholders for related party transactions which are material in nature irrespective of the fact that they are on arms length basis and in the ordinary course of the business. The details of materially s ignifi cant related party transactions entered into by the Company are disclosed in

Form AOC- 2 pursuant to Section 134(3) of the Act and enclosed as Annexure -II to this report.

All transactions with related parties are in accordance with the RPT Policy. The policy on materiality of related party transactions and dealing with related party transactions ("RPT Policy") formulated by the Board can be accessed at https://www.krishcastrapping.com.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31 st March, 2025 is available on the Companys website and can be accessed at https://www. krishcastrapping.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. COMPOSITION OF THE BOARD

Composition of the Board as at March 31, 2025, companys Board consists of 8 (Eight) members. Besides the Chairman, who is an Executive Promoter Director, the Board comprises of one Executive Promoter Director (Woman Executive Director), Two Executive Director and One Non-Executive Non-Independent Directors and three Non-Executive Independent Directors. Brief p rofile of Directors is available at Companys website at https://Krishcastrapping.com.

The composition of the Board consists of a combination of Executive and Non-Executive Directors and not less than 1/3 rd of the Board comprising of Independent Directors.

The following are the changes in the Board of Directors/KMPs of the Company during the year under review:

Name	DIN/PAN	Particulars	Effective Date/ period of Appointment
Mr. Tom Antony	01413738	Resigned as Director	30 th September, 2024
Mr. Rajinikanth	03552481	Resigned as Director	30 th September, 2024
Mr. Nandhagopal Damodaran	10697520	Appointed as Additional Director (Non- Executive, Independent)	10 th October, 2024
Mr. Naren Kumar Mandepudi	07271458	Appointed as Additional Director (Non- Executive, Independent)	10 th October, 2024
Mr.Jagajyoti Naskar	09541125	Appointed as Chief Executive Officer	12 th November, 2024

B. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Terli Venkata Shivaji (DIN: 07159540) Whole-Time Director and Mrs. Navaneethakrishnan Saraladevi (DIN: 07941812) Whole-Time Director cum Chief Financial Officer of the Company, retiring by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended his re-appointment. Details of the Directors retiring by rotation/ seeking re-appointment have been furnished in the explanatory statement to the notice of the ensuing AGM.

C. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS

During the Financial Year 2024-25, the Company held 7 (seven) meetings of the Board of Directors as per Section 173 of Companies Act, 2013, viz 27 th May, 2024, 02 nd July, 2024, 10 th August, 2024, 10 th October, 2024, 12 th November, 2024, 22 nd January, 2025 and 15 th March, 2025. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

The composition of the board and the details of meetings attended by its members are given below:

S. No.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1.	Mr. Lenin Krishnamoorthy	Chairman & Managing Director	7	7
	Balamanikandan
2.	Mrs. Navaneethakrishnan Saraladevi	Whole Time Director	7	6
3.	Mr. Terli Venkata Shivaji	Whole Time Director	7	7
4.	Mr. Achaya Kumarasamy	Non-Executive Non Independent Director	7	7
5.	Mr. Rajinikanth	Independent Director	3	3
6.	Mr. Vengarai Seshadri Sowrirajan	Independent Director	7	7
7.	Mr. Tom Antony	Independent Director	3	3
8.	Mr. Jagajyoti Naskar*	Chief Executive Director	7	7
9.	Mr. Nandhagopal Damodaran	Independent Director	3	3
10.	Naren Kumar Mandepudi	Independent Director	3	3

Detailed agenda with explanatory notes and all other related information is circulated to the members of the Board in advance of each meeting. Detailed presentations are made to the Board covering all major functions and activities. The requisite strategic and material information is made available to the Board to ensure transparent decision making by the Board.

Adequate notice is given to all directors for the meetings of the Board and Committees. Except where consent of directors was received for scheduling meeting at a shorter notice, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and c larifi cations on the agenda items before the meeting and for meaningful participation at the meeting by the directors.

The Company did not have any pecuniary relationship or transactions with the Non-Executive Directors of the Company other than payment of the sitting fees for attending meetings. Remuneration of the executive directors consists of a salary and other b enefit s. The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their approval.

AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT

During the year under review, pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and in accordance with the resolution passed by the members at the AGM held on September 30, 2022, M/s. L.U. KRISHNAN & Co., Chartered Accountants, Chennai (bearing FRN:001527S), and having office at Sams Nathaneal Tower, 3-1, West Club Road, Shenoy Nagar, Chennai, 600030, Tamilnadu, India, were re-appointed as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 05 th Annual General Meeting (for the finan cial year 31.03.2022), to till the conclusion of 10 th Annual General Meeting (for the finan cial year 31.03.2027) on remuneration as may be agreed between the Board and the Auditors. M/s. L.U. KRISHNAN & Co., Chartered Accountants, have provided their consent and eligibility declaration for appointment of Statutory Auditors of the Company from FY 2021-22 to FY 2026-27.

M/s. L. U. Krishnan & Co, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2024-25, which forms part of the Annual Report 2024- 25. There are no observations (including any q ualifi cation, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.

Statutory Auditors of the Company have not reported any fraud as s pecifi ed under Section 143(12) of the Companies Act, 2013, in the year under review.

B. COST AUDITOR, COST RECORDS AND COST AUDIT/ COMPLIANCE

The Company has made and maintained cost accounts and records as s pecifi ed by the Central Government under Section 148(1) of the Companies Act, 2013.

For the finan cial year 2024-25, M/s N. Sivashankaran & Co., Cost Accountant, Chennai, Membership No-26818, Firm Registration No: 100662, have conducted the audit of the cost records of the Company.

In accordance with the provisions of Section 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules, 2014, and on the recommendation of the Audit Committee, the Board has appointed M/s N. Sivashankaran & Co., Cost Accountants, Chennai, Membership No-26818, Firm Registration No: 100662, as the Cost Auditors of the Company at such remuneration of H1,00,000/ (Rupees

One Lakh only) plus applicable taxes, reimbursement of out -of pocket expenses and other incidental expenses incurred for conducting such audit to Cost Auditors to the members pursuant to the provisions of the Act. as shall be fix ed by the board of Directors of the Company to conduct the audit of the cost records of the Company for the finan cial year 2025-2026.

C. SECRETARIAL AUDITORS AND SECRETARIAL AUDITORS REPORT

M/s. SKD & Associates, Company Secretaries, (Firm Regn. No. S2023TN958600) were appointed as Secretarial Auditors of the Company for the finan cial year ended on 31 st March, 2025. The secretarial audit report does not contain any q ualifi cation or reservation or observation or adverse remark and the same is self-explanatory and is annexed as Annexure III forming part of this report.

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, and subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the appointment of M/s. SKD & Associates, as the Secretarial Auditors of the Company to conduct the secretarial audit for a period of five consecutive years from the finan cial year 2025-26 to the finan cial year 2029-30, in terms of provisions of Regulation 24A of the Listing Regulations and provisions of Section 204(1) of the Companies Act, 2013. M/s. SKD & Associates has given consent and con firm ed that he is not disq ualifi ed from being appointed as the Secretarial Auditor of the Company and s atisfi es the eligibility criteria. The p rofile of the Secretarial Auditor is provided as part of the explanatory statement to the AGM Notice.

The Secretarial Audit report submitted by them for the finan cial year 2024-25 in the prescribed form MR-3 pursuant to the provisions of Section 204 of the Act received from M/s. SKD & Associates is provided in Annexure III forming part of this report. The Secretarial Auditors Report for the Financial year 2024-25 does not contain any q ualifi cation, reservation or adverse remarks and the same is self-explanatory.

D. INTERNAL AUDITOR

As per section 138 of The Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the company has Appointed M/s. K E K AND ASSOCIATES LLP, Chartered Accountants, Chennai (FRN: S000082), as Internal Auditor to conduct Internal Audit for the Financial Year 2025-2026. The Internal Audit reports are periodically reviewed by the Audit Committee.

DETAILSINRESPECTOFFRAUDSREPORTEDBYAUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an effect ive internal control system to synchronise its business processes, operations, finan cial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The Company ensures that a standard and effect ive internal control framework operates throughout the organization, providing assurance about the safekeeping of the assets and the execution of transactions as per the authorization in compliance with the internal control policies of the Company.

The internal control system is supplemented by extensive internal audits, regular reviews by the management, and guidelines that ensure the reliability of finan cial and all other records. The management periodically reviews the framework, e_cacy, and operating effect iveness of the Internal Financial Controls of the Company.

The Internal Audit reports are periodically reviewed by the Audit Committee. The Company has, in material respects, adequate internal finan cial control over finan cial reporting, and such controls are operating effect ively. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, s ignifi cance, and strength of the control environment. Its adequacy was assessed, and the operating effect iveness was also tested.

COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENTOFWOMENATWORKPLACE(PREVENTION, PROHIBITION, AND REDRESSAL) RULES, 2013.

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. The following is a summary of sexual harassment complaints received and disposed off during the year 2024-2025.

Number of complaints file d during the finan cial year 0 Number of complaints disposed of during the finan cial year 0 Number of cases pending for more than ninety days 0 during the finan cial year Number of complaints pending as at the end of the 0 finan cial year

DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity B enefit Act, 1961, including the grant of maternity leave, work-from-home options where applicable, and provision of creche facilities as required. The Company remains committed to ensuring a safe and supportive work environment for its women employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company has not received any s ignifi cant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companys operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility ("CSR") Committee. The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2024- 25 in the prescribed format are annexed as Annexure- IV.

RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks I dentifi cation, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company.

During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over finan cial reporting was observed.

Proper Risk Management Practices have been followed for the purpose of risk i dentifi cation, analysis, and mitigation planning, monitoring, and reporting. Although, all risks cannot be eliminated, but mitigation and contingency plans are developed to lessen their impact if they occur.

CONSERVATIONOFENERGY,TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in ANNEXURE III to this Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://www. krishcastrapping.com/.

MANAGERIAL REMUNERATION, EMPLOYEE INFORMATION AND RELATED DISCLOSURES

Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2024-25 was in accordance with the NRC Policy of the Company. Disclosures required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the remuneration and other details as required are annexed to this Report as ANNEXURE- IV.

RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY

The Company does not have any Holding as on 31 st March 2025. However the Company is having two subsidiary companies viz., Krishca Total Packaging Solutions FZCO & Krishca Total Packaging

& Preservation Solutions Pte. Ltd and the Managing / Whole Time Director have not received any remuneration from the said subsidiaries during the year under review. Hence reporting under this clause is not applicable.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the finan cial year ended on 31 st March, 2025.

CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (NSE-emerge) of NSE. Accordingly, the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.

COMMITTEES OF THE BOARD

The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements), Regulation, 2015:

As on 31 st March, 2025, the company has five Board level committees: A) Audit Committee B) Nomination and Remuneration Committee C) Stakeholders Relationship Committee D) Corporate Social Responsibility Committee E) Risk Management Committee

The composition of various Committees of the Board of Directors is available on the website of the Company. The Board is responsible for constituting, assigning, co-opting and fix ing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the finan cial year and the related attendance are provided below.

A. AUDIT COMMITTEE

The Audit Committee of the Company consists of 3 Independent Directors. The Chairman of the Audit Committee is finan cially literate and majority of them having accounting or related finan cial management experience. Company Secretary acts as Secretary to the Committee.

During the Financial Year 2024-25, the Company held 04 (Four) Audit Committee meetings, viz 27 th May, 2024, 10 th August, 2024, 12 th November, 2024 and 15 th March, 2025.

The composition of the Committee as on March 31, 2025 and the details of meetings attended by its members during the finan cial year 2024-25 are given below:

S. NO.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Rajinikanth E (Upto 30 th September, 2024)	Chairman	02	02
2	Mr. Tom Antony (Upto 30 th September, 2024)	Member	02	02
3	Mr. V.S. Sowrirajan	Member	04	04
4	Mr. Nandhagopal Damodaran (wef. 10 th October, 2024)	Chairman	02	02
5	Mr. Naren Kumar Mandepudi (wef. 10 th October, 2024)	Member	02	02

All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.krishcastrapping.com/

B. NOMINATION AND REMUNERATION COMMITTEE

In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, the Nomination and Remuneration Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company. Policy is disclosed on the website of the Company viz. https://www.krishcastrapping.com/.

During the Financial Year 2024-25, the Company held 2 (Two) Nomination and Remuneration Committee meeting on 27 th May, 2024 and 12 th November, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

S. NO.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Tom Antony (Upto 30 th September, 2024)	Chairman	01	01
2	Mr. V S Sowrirajan	Member	01	01
3	Mr. Rajinikanth E S (Upto 30 th September, 2024)	Member	01	01
4	Mr. Nandhagopal Damodaran (wef. 10 th October, 2024)	Chairman	01	01
5	Mr. Naren Kumar Mandepudi (wef. 10 th October, 2024)	Member	01	01
6	Mr. Achaya Kumarasamy	Member	01	01

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.krishcastrapping.com/.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

During the Financial Year 2024-25, the Company held 1 (One) Stakeholders Relationship Committee meeting on 15 th March, 2025. The composition of the Committee and the details of meetings attended by its members are given below:

S. NO.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Tom Antony (Upto 30 th September, 2024)	Chairman	-	-
2	Mr. V S Sowrirajan	Member	-	-
3	Mr. Rajinikanth E S (Upto 30 th September, 2024)	Member	-	-
4	Mr. Nandhagopal Damodaran (wef. 10 th October, 2024)	Member	01	01
5	Mr. Naren Kumar Mandepudi (wef. 10 th October, 2024)	Chairman	01	01
6	Mr. Jagajyoti Naskar	Member	01	01

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.krishcastrapping.com/.

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been formed by the Board of Directors, in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules 2014.

During the Financial Year 2024-25, the Company held 1 (One) Corporate Social Responsibility Committee meetings, viz 15 th March, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

S. NO.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Rajinikanth E S (Upto 30 th September, 2024)	Chairman	-	-
2	Mr. V S Sowrirajan	Member	-	-
3	Mr. Tom Antony (Upto 30 th September, 2024)	Member	-	-
4	Mr. Lenin Krishnamoorthy Balamanikandan	Chairman	01	01
5	Mr. Jagajyoti Naskar	Member	01	01
6	Mr. Naren Kumar Mandepudi (wef. 10 th October, 2024)	Member	01	01

The terms of reference of the CSR Committee includes formulation and recommendation to the Board, a "Corporate Social Responsibility Policy" which shall indicate the activities to be undertaken by the Company as s pecifi ed in Schedule VII of the Companies Act, 2013 and the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board;

The Company Secretary acted as the secretary of the Committee. The Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://www.krishcastrapping.com/.

E. RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company have constituted a Risk Management Committee to inter-alia, assist the Board in overseeing the responsibilities with regard to i dentifi cation, evaluation and mitigation of operational, strategic and external environmental risks. During the Financial Year 2024-25, the Company held 1 (One) Risk Management Committee meetings, viz 15 th March, 2025.

The composition of the Committee and the details of meeting attended by its members are given below:

S. NO.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Tom Antony (Upto 30 th September, 2024)	Chairman	-	-
2	Mr. Rajinikanth E S (Upto 30 th September, 2024)	Member	-	-
3	Mr. V S Sowrirajan	Member	-	-
4	Mr. Nandhagopal Damodaran (wef. 10 th October, 2024)	Chairman	01	01
5	Mr. Jagajyoti Naskar	Member	01	01
6	Mr. Sridharan	Member	01	01

The Company Secretary acted as the secretary of the Committee. The Risk Management policy of the Company is available on the website of the Company at https://www.krishcastrapping.com/.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have con firm ed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external in fluenc e. The board of directors have taken on record the declaration and con firm ation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they ful fill the conditions s pecifi ed in the Act and the Listing Regulations and that they are independent of the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www.krishcastrapping.com

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://www. krishcastrapping.com.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on March 29, 2025 without the presence of Non-Independent Directors and members of Management. In accordance with the Listing Regulations, read with Section 149 (8) and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting: i) Performance of Non-Independent Directors and the Board of Directors as a whole; ii) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors; iii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effect ively and reasonably perform their duties

All the Independent Directors were present at the meeting.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees and business associates to report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit committee. The whistle blower policy can be accessed at https:// www.krishcastrapping.com.

CODE FOR PREVENTION OF INSIDER-TRADING

Post listing of equity shares of the company, in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following: -

1. Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

2. Policy for determination of "legitimate purposes" forms part of this Code.

3. Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data base (SDD) are being managed through a software installed by the Company in-house including maintenance structural digital data base (SDD). This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company https://www.krishcastrapping.com. All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

POLICIES OF THE COMPANY

The Company is committed to good corporate governance and has consistently maintained its organizational culture as a remarkable con fluenc e of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://www.krishcastrapping.com.

REGISTRAR AND TRANSFER AGENT (RTA)

The Company appointed Purva Share Registry (India) Private Limited as its RTA. Details of the RTA are given below.

Purva Share Registry (India) Private Limited

CIN: U67120MH1993PTC074079

No 9, Shiv Shakti Industrial Estate, Mumbai - 400011, Maharashtra, India Tel: +91 022 2301 8261, Fax No: +91 022 2301 2517 E-mail: support@purvashare.com , Website: www.purvashare.com

DEMATERIALISATION OF SHARES

The Company has entered into tripartite agreements for dematerialization of equity shares with the Purva Share Registry (I) Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2025, the shares of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company.

The Company ISIN No. is INE0NR701018.

POSTAL BALLOT

During the year under review, no resolution was passed through postal ballot.

PENALTIES

There were no penalties, strictures imposed on the company by stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets, during the year.

SCORES

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide c larifi cations online through SEBI.

ONLINE DISPUTE RESOLUTION (ODR) PORTAL

As per the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/145 dated 31 st July, 2023, on "Online Resolution of Disputes in the Indian Securities Market" a common Online Dispute Resolution Portal ("ODR Portal") which harnesses online conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market.

RECONCILIATION OF SHARE CAPITAL AUDIT

Pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 [erstwhile SEBI circular No. D&CC /FIT TC/CIR-16/2002 dated December 31, 2002 read with Securities and Exchange Board of India (Depositories Participants) Regulations, 1996], a Company Secretary in Practice carries out audit of Reconciliation of Share Capital on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report con firm s that the total issued/ paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The said report, duly signed by practicing company secretary is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company.

CREDIT RATING

There were no instances during the year which requires the company to obtain credit rating from any credit rating agencies.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the Financial Year under review, there has been no incident of one time settlement for loan taken from the banks of finan cial institutions and hence not being commented upon.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

As per the information available with the Company, there are no agreements entered into by the shareholders, Promoters, Promoters Group entities, Related Parties, Directors, Key Managerial Personnel, Employees of the Company, its subsidiaries and associates companies which are binding the Company in terms of clause 5A of Para A of Part A of Schedule III of the Listing Regulations.

GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 8 th Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Companys website at https:// krishcastrapping.com

INVESTOR GRIEVANCE REDRESSAL

During the period since listing of shares of the company to the date of this report, there were no complaints received from the investors. The designated email id for Investor complaint is cs@ krishcastrapping.com.

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE

Ms. Diya Venkatesan,

Company Secretary & Compliance Officer

Registered office :

Building 01B,

LOGOS Mappedu Logistics Park Satharai Village, Thiruvallur Taluk, Thiruvallur, Tamil Nadu- 631203, Contact No. +91 9094575375; E-mail: cs@krishcastrapping.com.

BUSINESS LOCATIONS

As on March 31, 2025, the company has its place of business (Factory Unit) in the following location: THIRUVALLUR, Building 01B, LOGOS Mappedu Logistics TAMILNADU Park Satharai Village, Thiruvallur Taluk,

Thiruvallur, Tamil Nadu- 631203

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the government and regulatory authorities, stock exchange, finan cial institutions, banks, business associates, customers, vendors, members, for their co-operation and support and looks forward to their continued support in future. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

	By Order of the Board of Directors
	For KRISHCA STRAPPING SOLUTIONS LIMITED
	Sd/-	Sd/-
	JAGAJYOTI NASKAR	LENIN KRISHNAMOORTHY BALAMANIKANDAN
Place: Chennai	Whole-Time Director & CEO	Chairman & Managing Director
Date: 06/09/2025	DIN: 09541125	DIN: 07941696