Dear Members,
Your Board of Directors take pleasure in presenting the 09 th Board Report together with the Audited Stand-alone and Consolidated Financial Statements of the Company for the year ended March 31, 2026.
FINANCIAL RESULTS
The discussion on the financial condition and results of operations of your Company for the year ended 31 st March, 2026, which are summarized below, should be read in conjunction with its audited Standalone and the Consolidated Financial Statements containing financials and notes thereto of Krishca Strapping Solutions Limited and its subsidiaries Krishca Total Packaging Solutions FZCO, Dubai, Krishca Total Packaging & Preservation Solutions Pte. Ltd and Vajra Alloys Private Limited which are summarized below: ( C In Lakhs)
| Standalone | Consolidated | |||
| Particulars | For the year ended | For the year ended | For the year ended | For the year ended |
| 31 st March, 2026 | 31 st March, 2025 | 31 st March, 2026 | 31 st March, 2025 | |
| Income from operations | 23,364.95 | 14,920.21 | 23,364.95 | 14,920.21 |
| Other Income | 157.25 | 188.16 | 159.75 | 188.16 |
| Total Income | 23,522.20 | 15,108.37 | 23,524.70 | 15,108.37 |
| Total Expenses | 21,915.49 | 13,510.36 | 21,935.29 | 13,525.13 |
| Profit before depreciation, interest and tax | 1,606.72 | 1,598.01 | 1,589.41 | 1,583.24 |
| Finance Cost | 588.47 | 370.24 | 588.47 | 370.24 |
| Depreciation | 834.90 | 475.99 | 834.91 | 475.99 |
| Profit before tax | 1,606.72 | 1,598.01 | 1,589.41 | 1,583.24 |
| Provision for Tax | 446.15 | 423.67 | 446.15 | 423.67 |
| Deferred Tax Asset / (Liability) for the year | (88.08) | (9.85) | (88.08) | (9.85) |
| Profit/ Loss After Tax | 1,160.57 | 1,174.34 | 1,143.27 | 1,159.57 |
STATE OF COMPANYS AFFAIRS
During the financial year 2025-26, your Company earned a revenue of C 235.24 Crores as against C 151.08 Crores in the previous year, registering an increase of around 55.70%. Earnings before interest, tax, depreciation and amortization (EBITDA) was C 23.52 Crores as against C15.11 Crores in the previous year. Profit after tax (PAT) for the year was C 11.43 Crores as against C 11.59 Crores in the previous year.
There has been no change in the legal status of the Company during the year under review. The Company continues to operate in the same class and category as in the previous year. The financial year of the Company remains unchanged. The Company continues to follow the financial year commencing on 1 st April and ending on 31 st March, in accordance with the provisions of the Companies Act, 2013.
The Company has not undertaken any major capital expenditure programmes during the year. The existing infrastructure and resources were considered adequate to support its operations, with only routine expenditure incurred towards maintenance and operational efficiency.
No acquisition, merger, expansion, modernization, or diversification activities were undertaken during the year under review. The operations of the Company continued in the normal course of business without any structural or strategic changes. The Company has not acquired, assigned, or developed any material Intellectual Property Rights during the year under review.
BUSINESS OUTLOOK
The outlook for the Indian steel industry remains positive, supported by sustained domestic demand arising from infrastructure development, construction, manufacturing, automotive and other industrial sectors. The Companys strategic initiatives are aligned with the evolving opportunities in the Indian specialty steel and value-added steel products segment.
The Company has been selected under the Production Linked Incentive (PLI) Scheme 1.2 for Specialty Steel of the Ministry of Steel, Government of India, with a committed investment of approximately C 59.48 Crores. The initiative is expected to strengthen the Companys presence in the specialty steel segment, enhance its manufacturing capabilities and enable the Company to participate in the growing demand for high-value and value-added steel products.
The Company believes that these strategic initiatives will provide opportunities for capacity expansion, product diversification, value addition and market expansion, while strengthening its position in the specialty steel industry. The Company will continue to focus on operational efficiency, technological upgradation, quality enhancement, cost optimisation and efficient utilisation of resources.
The Company also intends to leverage the growing opportunities arising from infrastructure development, domestic manufacturing, import substitution and the Governments focus on strengthening Indias specialty steel manufacturing ecosystem. The Companys expansion initiatives are expected to support sustainable growth and contribute to long-term value creation for its stakeholders.
At the same time, the Company remains cognisant of the challenges associated with volatility in raw-material and energy prices, fluctuations in steel prices, competition from domestic and imported products, foreign exchange movements, changes in global economic conditions and other industry-related risks. The Company will continue to monitor these factors closely and take appropriate measures to mitigate their potential impact.
Overall, the Company remains optimistic about the medium- to long-term prospects of the Indian steel industry and is committed to leveraging its existing capabilities, PLI-led opportunities and strategic expansion initiatives to achieve sustainable growth and strengthen its position in the specialty and value-added steel segment.
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 2026-27 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 financial year ended 31 st March 2026.
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 profit 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 affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, which forms part of this report.
MATERIAL EVENTS DURING THE YEAR:
The following are the Significant events taken place during the year under review: a) Increase in Authorised Share Capital:
Pursuant to the approval of the shareholders at the Annual General Meeting held on September 30, 2025, the authorised share capital of the Company was increased from C 15 Crores to C 25 Crores to facilitate the proposed preferential issue of securities.
b) Alteration of Memorandum of Association:
During the year, the Capital Clause of the Memorandum of Association of the Company was altered with the approval of the shareholders at the Annual General Meeting held on September 30, 2025 consequent to the increase in the authorised share capital of the Company from C 15,00,00,000 (Rupees Fifteen Crore Only) to C 25,00,00,000 (Rupees Twenty-Five Crore Only).
c) Preferential Issue:
During the year, the Company has successfully allotted 7,00,000 Equity Shares of face value of C10/- each pursuant to conversion of 7,00,000 Fully Convertible Warrants (Warrants) and Issue of 10,30,044 (Ten Lakh Thirty Thousand and Forty Four) Warrants with the Face Value of C10 each for cash, at an issue price of C 233 per Equity Share (which includes a premium of C 223 per Equity Share) and Issuance of 12,61,000 Equity Shares with the Face Value of C 10 each for cash, at an issue price of C 190 per Equity Share (which includes a premium of C 180 per Equity Share) to the persons/entities belonging to the Public category on Preferential basis as approved by the members at their Extra Ordinary General Meeting (EGM) held on 26/03/2026.
AWARDS & RECOGNITIONS
The company has obtained various certifications which includes ISO Certificate 9001:2015, 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
During the financial year under review, the Authorized Share Capital of the Company was increased from C 15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One crore Fifty Lakhs only) Equity Shares of C10/- each to C25,00,00,000 (Rupees Twenty-five Crore Only) divided into 2,50,00,000 (Two crore and Fifty Lakhs) Equity Shares of C10/- each, pursuant to the approval of the Members at the Annual General Meeting (AGM) held on September 30, 2025.
Accordingly, as on 31 st March, 2026, the Authorized Share Capital of the Company stood at C 25,00,00,000 (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of C 10/- each.
PAID-UP SHARE CAPITAL
As on 31 st March, 2026, the paid-up capital of the company is C 14,89,00,000/- consisting of 1,48,90,000 equity shares of C 10/- each.
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 allotted 7,00,000 Equity Shares of face value of C 10/- each pursuant to conversion of 7,00,000 Fully Convertible Warrants (Warrants) And Issue of 10,30,044 (Ten Lakh Thirty Thousand and Forty Four) Warrants with the Face Value of C 10 each for cash, at an issue price of C 233 per Equity Share (which includes a premium of C 223 per Equity Share) and Issuance of 12,61,000 Equity Shares with the Face Value of C 10 each for cash, at an issue price of C 190 per Equity Share (which includes a premium of C 180 per Equity Share)to the persons/entities belonging to the Public category on Preferential basis as approved by the members at their Extra Ordinary General Meeting (EGM) held on 26/03/2026.
f. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE: The Company has not issued any equity shares with differential 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 has not 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 May, 2026 by allotting 10,37,750 (Ten Lakhs Thirty Seven Thousand Seven Hundered and Fifty) Equity Shares of Face Value of C10/- (Rupees Ten Only) each fully paid, and by allotting 10,30,044 (Ten Lakhs Thirty Thousand and Fourty Four) 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 2026, an amount of C 78.55 Crores 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 financial institutions and/or bank. The details of the borrowings are disclosed under the head Long Term Borrowings and Short Term Borrowings in respective Note Nos. 4 and 7 of Notes to the Financial Statements.
SECRETARIAL STANDARDS
During the financial 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 confirmed that: a) in the preparation of the annual accounts for the year ended March 31, 2026, 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 affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient 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 financial controls to be followed by the Company and that such internal financial controls are adequate and are operating Effectively; 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 Effectively.
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 except investment in M/s Vishalya Printman Industries Private Limited and Vajra Alloys Private Limited the details of investments provided are disclosed under Note.14 of the Notes to financial statements.
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. Also, Company has incorporated a subsidiary in India, viz Vajra Alloys Private Limited on November 29, 2025. The said subsidiaries are yet to start its operations. Details are annexed as Annexure I to this report.
PARTICULARS OF EMPLOYEES:
Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development. The Government of India notified the implementation of the four Labour Codes with Effect from November 21, 2025, consolidating 29 existing labour laws. The Company has assessed the impact of the Labour Codes, including the restructuring of employee compensation, based on the applicable framework, draft rules, FAQs and legal advice, and the financial impact is not material. The Company continues to monitor the finalisation of the Central/State Rules and other Government clarifications and will give appropriate accounting Effect, wherever required.
No employees of the Company are drawing remuneration in excess of the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.
As on the end of the Financial Year, the Company has 120 employees (including the employees on contract basis). Details are as under:
| Male | 100 | Female | 20 | Transgender | Nil |
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 financial 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 Significant 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, 2026 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, 2026, consists of 6 (Six) members. Besides the Chairman, who is an Executive Promoter Director, the Board comprises of one Executive Promoter Director (Woman Executive Director), One Executive Director and One Non-Executive Non-Independent Directors and Two Non-Executive Independent Directors.
Brief profile 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 Board of Directors/KMPs of the Company as on 31.03.2026
| Name | DIN/PAN | Designation |
| Lenin Krishnamoorthy | 07941696 | Managing |
| Balamanikandan | Director | |
| Terli Venkata Shivaji | 07159540 | Whole-time |
| director & CEO | ||
| Achaya Kumarasamy | 08308421 | Non-Executive |
| Director | ||
| Navaneethakrishnan | 07941812 | Whole-time |
| Saraladevi | director | |
| Chellasamy Rajendran | 10345090 | Independent |
| Director | ||
| Naren Kumar Mandepudi | 07271458 | Independent |
| Director | ||
| S Krishnamachari | AKVPK2329P | Chief Financial |
| Officer | ||
| Diya Venkatesan | ANPPV6620F | Company |
| Secretary |
B. KEY MANAGERIAL PERSONNEL
Mr. Lenin Krishnamoorthy Balamanikandan, Chairman & Managing Director, Mr. Terli Venkata Shivaji, Whole-Time Director & Chief Executive Officer, Mrs. Navaneethakrishnan Saraladevi, Whole-Time Director ,Mr. S Krishnamachari, Chief Financial Officer and Ms. Diya Venkatesan, Company Secretary and Compliance Officer are the Key Managerial Personnel (KMP) of the Company in accordance with the provision of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
C. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
The following are the changes in the Board of Directors/KMPs of the Company during the year under review:
| Effective Date/period | |||
| Name | DIN/PAN | Particulars | |
| of Appointment | |||
| Mr. Vengarai Seshadri Sowrirajan | 00434044 | Resigned as Non-Executive, Independent Director | 03 rd July, 2025 |
| Mr. C Rajendran | 10345090 | Appointed as Non-Executive, Independent Director | 06 th September, 2025 |
| Mr. Nandhagopal Damodaran | 10697520 | Resigned as Non-Executive, Independent Director | 24 th February, 2026 |
| Mr. Terli Venkata Shivaji | 07159540 | Appointed as Chief Executive Officer | 27 th February, 2026 |
| Mrs. Navaneethakrishnan | 07941812 | Resigned as Chief Financial Officer | 27 th February, 2026 |
| Saraladevi | |||
| Mr.Jagajyoti Naskar | 09541125 | Resigned as Chief Executive Officer and Whole-Time | 27 th February, 2026 |
| Director | |||
| Mr. S Krishnamachari | AKVPK2329P | Appointed as Chief Financial Officer | 27 th February, 2026 |
D. 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. Achaya Kumarasamy (DIN: 08308421) Non-Executive Director 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.
E. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS
During the Financial Year 2025-26, the Company held 7 (seven) meetings of the Board of Directors as per Section 173 of Companies Act, 2013, viz 26 th May, 2025, 06 th September, 2025, 10 th October, 2025, 16 th October, 2025, 14 th November, 2025, 10 th February, 2026, and 27 th February, 2026. 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 | Whole Time Director | 7 | 7 |
| Saraladevi | ||||
| 3. | Mr. Terli Venkata Shivaji | Whole Time Director | 7 | 7 |
| 4. | Mr. Achaya Kumarasamy | Non-Executive Non Independent Director | 7 | 7 |
| 5. | Mr. Vengarai Seshadri Sowrirajan | Independent Director | 1 | 1 |
| 6. | Mr. Jagajyoti Naskar | Whole Time Director & Chief Executive Director | 6 | 6 |
| 7. | Mr. Nandhagopal Damodaran | Independent Director | 6 | 6 |
| 8. | Mr. Naren Kumar Mandepudi | Independent Director | 7 | 7 |
| 9. | Mr. C Rajendran | Independent Director | 5 | 5 |
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 clarifications 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 Benefits. 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
M/s. L.U. KRISHNAN & Co., Chartered Accountants, Chennai (bearing FRN:001527S), were appointed as the Statutory Auditors of the Company at the 5 th Annual General Meeting (AGM) of the Company held on September 30, 2022 to hold the Office for a period of five years till the conclusion of the 10 th Annual General Meeting to be held in the year 2027. However, M/s. L.U. KRISHNAN & Co., Chartered Accountants, vide its letter dated 27 th February, 2026 resigned as the Statutory Auditors of the Company.
In this regard, after obtaining their consent and eligibility Certificate under Section 139(1) of the Companies Act, 2013, M/s L V A & Associates, Chartered Accountants (Firm Registration No. 325977E) were appointed as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, to _ll the casual vacancy arisen consequent to the resignation of M/s. L.U. KRISHNAN & Co.
As required by Section 139(8) of the Companies Act, 2013, the appointment is also to be rati_ed and approved at a general meeting of the Company. Accordingly, the Members of the Company at the Extra Ordinary General Meeting (EGM) of the Company held on 26 th March, 2026 had duly appointed M/s L V A & Associates, Chartered Accountants (Firm Registration No. 325977E), as the Statutory Auditors of the Company for the Financial Year 2025-26, in order to _ll the casual vacancy, to hold Office from the conclusion of the said EGM till the conclusion of the next AGM of the Company to be held in the calendar year 2026.
In view of the above, based on the recommendation of the Audit Committee and the approval of the Board of Directors, approval of the members is being sought again at this Annual General Meeting for re-appointment of M/s L V A & Associates, Chartered Accountants (Firm Registration No. 325977E), as Statutory Auditors of the Company for a period of five years i.e. from the conclusion of this 9 th Annual General Meeting till the conclusion of the 14 th Annual General Meeting of the Company, to conduct audit of accounts of the Company from the financial year 2026-27 till the financial year 2030-31, at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.
Appropriate resolution seeking Members approval for the appointment of M/s L V A & Associates, Chartered Accountants (Firm Registration No. 325977E), as the Statutory Auditors of the Company is appearing in the Notice convening the ensuing AGM of the Company.
M/s. L V A & Associates, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2025-26, which forms part of the Annual Report 2025- 26. There are no observations (including any qualification, 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.
B. COST AUDITOR, COST RECORDS AND COST AUDIT/ COMPLIANCE
The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.
For the financial year 2025-26, 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. The audit is in progress and the report will be _led with the Ministry of Corporate Affairs within the prescribed period
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 a remuneration of C 1,20,000/ (Rupees One Lakh Twenty only) plus applicable taxes, reimbursement of out -of pocket expenses and other incidental expenses incurred for conducting such audit to Cost Auditors. The remuneration of the Cost Auditors for the FY 2026-27 is being placed before the Members for ratification at the ensuing Annual General Meeting.
C. SECRETARIAL AUDITORS AND SECRETARIAL AUDITORS REPORT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations M/s. SKD & Associates, Practicing Company Secretaries (Firm Regn. No. S2023TN958600, Peer Review Certificate No.: 7582/2026), were appointed as Secretarial Auditors of the Company for a term of 5 (five) consecutive years from 1 st April, 2025 to 31 st March, 2030 at the Annual General meeting held on 30 th September 2025. The Secretarial Audit Report (in Form MR-3) is attached as Annexure III to this report.
The said Report does not contain any qualification, reservation or adverse remark, except for observations relating to delay in _ling of certain forms/returns with the Registrar of Companies. In this regard, the Directors wish to clarify that the statutory forms and returns referred in the Secretarial Audit Report have since been duly _led with the Registrar of Companies along with the applicable additional fees, wherever required, and necessary steps are being taken to complete the pending _ling at the earliest. The Company has also strengthened its compliance monitoring mechanism to ensure timely statutory _lings going forward
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. V C M V & Associates LLP, Chartered Accountants, Chennai (FRN: S200143), as Internal Auditor to conduct Internal Audit for the Financial Year 2025-2026. The Internal Audit reports are periodically reviewed by the Audit Committee.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS 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 Effective internal control system to synchronise its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The Company ensures that a standard and Effective 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 financial and all other records. The management periodically reviews the framework, efficacy, and operating Effectiveness 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 financial control over financial reporting, and such controls are operating Effectively. 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, significance, and strength of the control environment. Its adequacy was assessed, and the operating Effectiveness was also tested.
COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (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. All employees (permanent, contractual, temporary, trainees) are covered under the Anti-Sexual Harassment Policy. The Prevention, Prohibition & Redressal of Sexual Harassment at the Workplace of the Company can be accessed at https://www.krishcastrapping. com/index.html.
The following is a summary of sexual harassment complaints received and disposed off during the year 2025-2026.
| No. of complaints at the beginning of the year | Nil |
| No. of complaints received during the year | Nil |
| No. of complaints disposed of during the year | Nil |
| No. of cases pending for more than ninety days during | Nil |
| the financial year | |
| No. of complaints at the end of the year | Nil |
| No of workshops or awareness program against sexual | Four |
| harassment carried out | |
| Nature of action taken by employer or District Officer | Nil |
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 Benefit 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 and extends maternity Benefits and other statutory entitlements in accordance with the provisions of the Act, wherever applicable.
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 Significant 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 2025- 26 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 Identification, 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 financial reporting was observed.
Proper Risk Management Practices have been followed for the purpose of risk identification, 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.
The Risk Management Policy of the Company can be accessed at https://www.krishcastrapping.com/index.html
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 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 V 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 2025-26 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- VI.
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 2026. However, the Company is having three subsidiary companies viz., Krishca Total Packaging Solutions FZCO, Krishca Total Packaging,& Preservation Solutions Pte. Ltd and Vajra Alloys Private Limited 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 financial year ended on 31 st March, 2026.
CORPORATE GOVERNANCE
The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply to a listed entity which has listed its specified securities on the SME Exchange. The provisions of Regulation
23 (Related Party Transactions) of the LODR Regulations are applicable to the Company. Accordingly, the Company ensures that all related party transactions are undertaken in compliance with Regulation 23, including review and approval by the Audit Committee / Board of Directors, shareholder approvals wherever required, and disclosure of material related party transactions in the prescribed manner.
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, 2026, 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 _xing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.
A. AUDIT COMMITTEE
The Audit Committee of the Company consists of
2 Independent Directors and 1 executive Director. The Chairman of the Audit Committee is financially literate and majority of them having accounting or related financial management experience. Company Secretary acts as Secretary to the Committee.
During the Financial Year 2025-26, the Company held
05 (Five) Audit Committee meetings, viz 26 th May, 2025, 06 th September, 2025, 10 th October, 2025, 14 th November, 2025 and 27 th February, 2026.
The composition of the Committee as on March 31, 2026 and the details of meetings attended by its members during the financial year 2025-26 are given below:
| S. NO | DIRECTOR | POST HELD | NO. OF MEETING ENTITLED | NO. OF MEETING ATTENDED |
| 1 | Mr. Nandhagopal Damodaran (upto 27 th | Chairman | 04 | 04 |
| February, 2026) | ||||
| 2 | Mr. Naren Kumar Mandepudi | Member and wef 27 th February, 2026. | 05 | 05 |
| Chairman of Audit Committee | ||||
| 3 | Mr. C Rajendran | Member | 03 | 03 |
| 4 | Mr. V.S.Sowrirajan (Upto 03 rd July, 2025) | Member | 01 | 01 |
| 5 | Mr. Lenin Krishnamoorthy | Member | 01 | 01 |
| Balamanikandan (wef 27 th February, 2026) |
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 2025-26, the Company held 2 (Two) Nomination and Remuneration Committee meeting on 06 th September, 2025 and 27 th February, 2026.
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. Nandhagopal Damodaran (upto 27 th February, 2026) | Chairman | 01 | 01 |
| 2 | Mr. Naren Kumar Mandepudi | Member | 02 | 02 |
| 3 | Mr. Achaya Kumarasamy | Member | 02 | 02 |
| 4 | Mr. C Rajendran | 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 2025-26, the Company held 1 (One) Stakeholders Relationship Committee meeting on 30 th March, 2026.
The composition of the Committee and the details of meetings attended by its members are given below:
| S. | NO. OF MEETING | NO. OF MEETING | ||
| POST HELD | ||||
| NO | DIRECTOR | ENTITLED | ATTENDED | |
| 1 | Mr. C Rajendran | Chairman | 01 | 01 |
| 2 | Mr. Naren Kumar Mandepudi | Member | 01 | 01 |
| 3 | 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/.
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 2025-26, the Company held 1 (One) Corporate Social Responsibility Committee meetings, viz 06 th September, 2025.
The composition of the Committee and the details of meetings attended by its members are given below:
| S. | NO. OF MEETING | NO. OF MEETING | ||
| POST HELD | ||||
| NO | DIRECTOR | ENTITLED | ATTENDED | |
| 1 | Mr. Lenin Krishnamoorthy Balamanikandan | Chairman | 01 | 01 |
| 2 | Mr. Achaya Kumaraswamy | Member | 01 | 01 |
| 3 | Mr. Chellasamy Rajendran | 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 specified 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 identification, evaluation and mitigation of operational, strategic and external environmental risks. During the Financial Year 2025-26, the Company held 2 (Two) Risk Management Committee meetings, viz 06 th September, 2025 and 27 th February, 2026.
The composition of the Committee and the details of meeting attended by its members are given below:
| S. | NO. OF MEETING | NO. OF MEETING | ||
| POST HELD | ||||
| NO | DIRECTOR | ENTITLED | ATTENDED | |
| 1 | Mr. Nandhagopal Damodaran (upto 27 th February, 2026) | Chairman | 01 | 01 |
| 2 | Mr.L.Balamanikandan Krishnamoorthy | Member & | 02 | 02 |
| (w.e.f 27 th February, 2026 as chairman) | Chairman | |||
| 3 | Mr. Jagajyoti Naskar(upto 27 th February, 2026) | Member | 01 | 01 |
| 4 | Mr. Naren Kumar Mandepudi | Member | 01 | 01 |
| (w.e.f 27 th February, 2026) | ||||
| 5 | Mr. Chellasamy Rajendran | Member | 01 | 01 |
| (w.e.f 27 th February, 2026) |
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/.
MEMBERS MEETING:
The Company had conducted 02 (Two) General Meetings of the shareholders during financial year under review.
| S. | ||
| Date of Meeting | ||
| NO | Type of Meeting | |
| 1 | Annual General Meeting | 30.09.2025 |
| 2 | Extra-Ordinary General Meeting | 26.03.2026 |
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have con_rmed 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 influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfill the conditions specified 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 30, 2026 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 Effectively 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
The annual evaluation process of the Board, Individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, Effectiveness of Board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of Committees, Effectiveness of Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI.
The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the performance of Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to Effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated.
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 afirm 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 consequence 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)
During the year as part of listing of its shares on the Stock Exchange, the Company appointed Purva Share Registry (India) Private Limited as its RTA. Details of the RTA are given below.
Purva Sharegistry (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, 2026, the shares of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company.
The International Securities Identification Numbers (ISINs) allotted to the securities of the Company are INE0NR701018 for Equity Shares, and INE0NR713021 for Convertible Warrants
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 clarifications 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. SMART ODR Portal (Securities Market Approach for Resolution through ODR Portal) can be accessed via the following link – https://smartodr.in/login.
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 confirms 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 financial 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 9 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.
DESIGNATED PERSON RESPONSIBLE FOR FURNISHING INFORMATION ON THE BENEFICIAL INTERESTS IN SHARES OF THE COMPANY:
Mrs. Diya Venkatesan (Membership No. A55736), who was appointed as Company Secretary also been designated as the responsible person for furnishing information on beneficial interests in the Companys shares.
BUSINESS LOCATIONS
As on March 31, 2026, the company has its place of business (Factory Unit) in the following location;
| THIRUVALLUR, | Building 01B, LOGOS Mappedu Logistics |
| CHENNAI, | Park Satharai Village, Thiruvallur Taluk, |
| TAMILNADU | 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, financial 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.
ANNEXURE – I TO THE BOARDS REPORT Form No. AOC-1
(Pursuant to first proviso to Sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of The Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/Associate companies/ joint ventures
Part A: Subsidiaries
| SI. | ||||
| No | Particulars | |||
| 1. | Name of the subsidiary | Krishca Total Packaging | Krishca Total Packaging | Vajra Alloys Private |
| & Preservation | Solutions FZCO | Limited | ||
| Solutions Pte. Ltd | ||||
| 2. | The date since when subsidiary was acquired | 13-10-2023 | 30-08-2023 | 29-11-2025 |
| 3. | Reporting period for the subsidiary concerned, if | Reporting Period is same as Holding Company | ||
| di_erent from the holding company\u2019s reporting | ||||
| period | ||||
| 4. | Reporting currency and Exchange rate as on the | SGD | AED | INR |
| last date of the relevant Financial year in the case | ||||
| of foreign subsidiaries | ||||
| 5. | Share Capital | 10,000 | 50,000 | 12,33,770 |
| 6. | Reserves & surplus | NIL | NIL | NIL |
| 7. | Total assets | NIL | NIL | 1.43 |
| 8. | Total Equity & Liabilities | NIL | NIL | 33.91 |
| 9. | Investments | Nil | AED 45000 | NIL |
| 10. | Turnover | NIL | NIL | NIL |
| 11. | Profit before taxation | NIL | NIL | NIL |
| 12. | Provision for taxation | NIL | NIL | NIL |
| 13. | Profit after taxation | NIL | NIL | NIL |
| 14. | Proposed Dividend | Nil | Nil | Nil |
| 15. | % of shareholding | 100% | 90% | 52% |
The following information shall be furnished:-
1. Names of subsidiaries which are yet to commence operations – Krishca Total Packaging & Preservation Solutions Pte. Ltd and Krishca Total Packaging Solutions FZCO and Vajra Alloys Private Limited.
2. Names of subsidiaries which have been liquidated or sold during the year- NIL
Part B: Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures:
| Name of Associates/Joint Ventures | NA |
| Latest audited Balance Sheet Date | NA |
| Date on which the Associates/Joint Venture was associated or acquired | NA |
| Shares of Associate/Joint Ventures held by the Company on the year end | NA |
| No. | NA |
| Amount of Investment in Associates/Joint Venture | NA |
| Extend of Holding % | NA |
| Description of how there is Significant in_uence | NA |
| Reason why the associate/joint venture is not consolidated | NA |
| Networth attributable to Shareholding as per latest audited Balance Sheet | NA |
| Profit / Loss for the year | NA |
| i. Considered in Consolidation | Nil |
| ii. Not Considered in Consolidation | Nil |
The following information shall be furnished:-
1. Names of associates or joint ventures which are yet to commence operations: Nil
2. Names of associates or joint ventures which have been liquidated or sold during the year Nil
ANNEXURE – II TO THE BOARDS REPORT FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arms length basis:
| Sl. No. | Particulars | Details |
| 1 | Name(s) of the related party and nature of relationship | NOT APPLICABLE |
| 2 | Nature of contracts/arrangements/transactions | |
| 3 | Duration of the contracts/arrangements/transactions | |
| 4 | Salient terms of the contracts or arrangements or transactions including the value, if any | |
| 5 | Justi_cation for entering into such contracts or arrangements or transactions | |
| 6 | Date of approval by the Board | |
| 7 | Amount paid as advances, if any | |
| 8 | Date on which the special resolution was passed in General meeting as required under first | |
| proviso to section 188 |
2. Details of material contracts or arrangement or transactions at arms length basis
| Nature of | Total | ||||||
| Name(s) of the | Duration of | Salient terms of | Date(s) of | Date(s) of | Amount | ||
| contracts / | value, if | ||||||
| related party | the contracts/ | the contracts or | approval by | approval by | paid as | ||
| Arrange- | any during | ||||||
| and nature of | arrangements/ | arrangements | the Board, if | the Board, if | advances, | ||
| ments / | the year | ||||||
| relationship | transactions | or transactions | any | any | if any: | ||
| transactions | ( D ) | ||||||
| Spyromax Industries | Sale of Goods | 2025-26 | Terms of the | 2 Crores | Not | Not | NIL |
| Pvt Ltd (Enterprise | contract con_rm | Applicable, | Applicable, | ||||
| controlled by Mrs. | to the prevailing | since the | since the | ||||
| Navaneethakrishnan | market rates | arrangements | arrangement | ||||
| Saraladevi) | and all the | was entered | was entered | ||||
| care has been | in the | into in the | |||||
| taken to ensure | ordinary | ordinary | |||||
| reasonability of | course of | course of | |||||
| prices compare | business and | business | |||||
| to the prevailing | on Arms\u2019 | and on arm\u2019s | |||||
| rates in the | Length Basis | length | |||||
| market, better | |||||||
| quality products | |||||||
| and timely | |||||||
| supply |
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ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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