Kriti Industries (India) Ltd Directors Report

OPERATIONAL PERFORMANCE

During the Financial Year ended 31^st March, 2025, your Company has achieved on Standalone basis an operational turnover of H72,190.67 Lakhs as compared to H86,662.61 Lakhs in the previous Financial Year and the Loss after Tax is H449.56 Lakhs as compared to Profit of H2,141.47 Lakhs in the previous Financial Year.

On a Consolidated basis, your Company has achieved an operational turnover of H72,190.69 Lakhs as compared to H86,662.61 Lakhs in the previous Financial Year and Loss After Tax of H427.48 Lakhs as compared to Profit of H2,192.97 Lakhs in the previous Financial Year.

The turnover and profitability was adversely effected due to decrease in the institutional sale (Bulk sale) and down trend in the price of PVC. However, the management of the Company is hopeful to get the improved results in the coming years.

DIVIDEND

Due to losses in the current year and to conserve the accumulated resources for the business purposes your directors didnt recommend dividend for the year. (Previous year @ 20% {H0.20 per equity shares of Re. 1/-each on 4,96,03,520 Equity Shares aggregating to H99.21Lakhs}).

SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March 2025 was increased to H5,11,03,520 divided into 5,11,03,520 equity shares of Re.1/- each (Previous Year H4,96,03,520 divided into 4,96,03,520 equity shares of Re. 1/- each).

During the year under review 15,00,000 equity shares of Re. 1/- each issued and allotted pursuant to conversion of warrants into equity shares on 11^th February, 2025 at price of H158.50 per share including premium of H157.50 per share. The shares of the Company are listed and regularly traded at the trading platform of BSE Ltd. and National Stock Exchange of India Limited.

CHANGE IN CAPITAL STRUCTURE AND LISTING AT STOCK EXCHANGES

Your company has issued 94,61,480 convertible warrants of H158.50 convertible into 94,61,480 equity shares of H1/- each at a premium of H157.50 per share within a period 18 (Eighteen) months from the date of issue of such warrants at the option of the warrant holder to the Promotor and Promoter group and others at the Board meeting held on 27^th July, 2024 through preferential issue under Section 62(1)(c) of the Companies Act, 2013 read with Companies (Share Capital and Debentures) Rules, 2014 made

thereunder and as per SEBI (ICDR) Regulations, 2018, as amended from time to time for which the in-principle approval was also obtained by the company from BSE Ltd and National Stock Exchange of India Limited.

Your Board would like to appraise that, out of the warrants issued 15,00,000 warrants were converted into 15,00,000 equity shares of H1/- each at a premium of H157.50 per share on 11^th February, 2025 resulting paid-up share capital of the company was increased from H4,96,03,520 divided into 4,96,03,520 to H5,11,03,520 divided into 5,11,03,520 equity shares of Re. 1/- each for which the listing approval

was received from BSE Ltd on 12^th March, 2025 and from National Stock Exchange of India Ltd on 24^th March, 2025 and trading approval of the aforesaid 15,00,000 shares was received from the BSE Ltd. and National Stock Exchange of India Ltd on 8^th April, 2025.

As on 31^st March, 2025 your company hold 79,61,480 convertible warrants outstanding for conversion into the equity shares of the Company at the option of the Warrant holder. The summary of the warrants issued and converted into the equity shares as at 31^st March, 2025 are as under;

CHANGE IN CONTROL AND NATURE OF BUSINESS

There is no change in control and nature of business activities during the period under review.

BUSINESS TRANSFER

There is no transfer of business during the period under review.

TRANSFER TO RESERVES

During the year, the Company has credited H2362.50 Lakhs as a Security Premium Reserve upon the allotment of 15,00,000 equity shares of Re.1/- each at a premium of H157.50 per share. However, it has not transferred any amount in the general reserves of the Company (Previous Year the company has transferred H150.00 Lakhs).

EMPLOYEES STOCK OPTION SCHEME (ESOP)

The Board of directors, with a view to attracting and retaining talent, to encourage employees to align individual performance with the Company objectives and to promote their increased participation in the growth of the Company, on the recommendations of the Nomination and Remuneration Committee (which also acts as a Compensation Committee for implementation of the Scheme) in its meeting held on 18^th June, 2024, have approved Kriti Industries Employee Stock Option Plan 2024 ("ESOP 2024"/ "Plan") for not exceeding 15,00,000 (Fifteen Lakh) Employee Stock Options under which stock options will be granted to the Eligible Employees, in compliance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Your Company has received a certificate from M/s. Ajit Jain & Co., Practicing Company Secretaries, Secretarial Auditor which is in compliance with Reg.14 of SEBI (SBEB & SE) Regulations, 2021 and the same is annexed as Annexure A and the copy of the same is also available at the website

of the company confirming that the ESOP Schemes viz. "ESOP 2024" have been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by the members by way of a special resolution at their meeting held on 15^th July, 2024 had approved the ESOP 2024.

The company has applied for In-principle approval from both the Stock exchange BSE Ltd. and National Stock Exchange of India Ltd. which is in process with the stock exchanges.

However, the Company has not provided any option to the employees during the year under review.

The details as required to be disclosed under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect of Kriti Industries Employee Stock Option Plan 2024 ("ESOP 2024"/ "Plan") are available on the Companys website at www.kritiindustries.com.

MERGER OF KRITI AUTO & ENGINEERING PLASTICS PVT. LTD. WITH THE COMPANY

The Board of Directors of the Company at its meeting held on 9^th November, 2024 have approved the proposal to amalgamate Kriti Auto & Engineering Plastics Pvt. Ltd., Wholly Owned Subsidiary with the Company. However, no further action has been taken by the Company for the implementation of the proposed merger.

DEPOSITS

Your Company has not accepted any deposit from the public falling within the ambit of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unpaid or unclaimed deposits as on 31^st March, 2025. Further, the Company has not accepted any deposit or loans in contravention of the provisions of Chapter V of the Companies Act, 2013 and the Rules made there under.

There is no deposit which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors liable to retire by rotation seeking re-appointment:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Saurabh Singh Mehta (DIN 00023591), Director of the Company is liable to retire by rotation at the ensuing 35^th Annual General Meeting and being eligible has offered himself for re-appointment. Your Board recommend passing necessary resolution as set out in the notice of the forthcoming 35^th Annual General Meeting of the Company.

Managing and Whole-time Directors:

Mr. Shiv Singh Mehta (DIN 00023523), was re-appointed as the Chairman and Managing Director of the Company by passing Special Resolution at the 31stAGM held on 07.08.2021 for a term of 5 (five) years w.e.f. 01.10.2021.

Mrs. Purnima Mehta (DIN 00023632), was also re-appointed as the Whole-time Director of the Company by passing Special Resolution at the 34^th AGM held on 18.06.2024 for a period of 3(three) years w.e.f. 01.07.2025.

Independent Directors

Following changes were made in the Independent Directors of the company during the year 2024-25 and till date of this report:

1. Mr. Siddharth Sethi (DIN: 01548305) was appointed as an Additional Director in category of the NonExecutive Independent Director by the Board on 28^th March, 2024 effective from 1^st April, 2024 for first term of 5 (five) years and were confirmed by the shareholders in 34^th Annual General Meeting held on 18^th June, 2024.

A Statement regarding opinion of the Board with regard to integrity, expertise and experience including the proficiency of the Mr. Siddharth Sethi.

The Board is of the opinion that, Mr. Siddharth Sethi is an entrepreneur, with 25 years of experience in software industry and is having degree of BE (Electrical) from SGSITS, Indore and MBA from IIM, Indore. He has helped found 4 companies in high technology products and services and is co-founder and currently MD of InfoBeans Technologies Ltd. founded in 2001. He is an active investor in new age technology companies and a keen worker on the social front, helping in impactful social ventures and is having integrity, expertise and relevant experience to be appointed as the Independent Director of the company.

2. Mr. Venkat Subramaniam (DIN: 00078868) was appointed as an Additional Director in category of the Non-Executive Independent Director by the Board on 22^nd May, 2025 effective from 22^nd May, 2025 for first term of 5 (five) years subject to confirmation by shareholders in next general meeting or three months from the date of appointment, whichever is earlier.

A Statement regarding opinion of the Board with regard to integrity, expertise and experience including the proficiency of the Mr. Venkat Subramaniam.

The Board is of the opinion that, Mr. Venkat Subramaniam is a Mechanical engineer with PGDM from IIM Bangalore, who has over 30 years of experience in auto-ancillary, two-wheeler and commercial vehicle industries. He held a variety of leadership roles with exposure to Indian and overseas markets - heading strategy, marketing, product & program management, aftermarket and TQM. Over last 8 years as a freelance consultant based out of Chennai, he has engaged with large, small and medium businesses (in manufacturing, services, SaaS, education and startup sectors) to help them in strategy formulation and execution of key initiatives for profitable growth. He is a CFI certified executive coach for CEOs/CXOs, has taught at B-schools and mentors several start-ups and is having integrity, expertise and relevant experience to be appointed as the Independent Director of the company. Your Board of directors recommends to pass necessary special resolutions to that effect as set out in the notice of the Annual General Meeting.

3. Mr. Hitendra Mehta, (DIN: 01935959) was appointed as Independent Director pursuant for a term of 5 (five) consecutive years on the Board of the Company of as Independent Director will be completed on 12^th August, 2026. However, he is eligible for reappointment on passing of special resolution for a second term of 5 (five) consecutive years. Therefore, the Board at their meeting held on 22^nd May, 2025 upon the recommendation of the Nomination and Remuneration Committee has recommended his reappointment w.e.f. 13^th August, 2026 to 12^th August, 2031. Your Board of directors recommends to pass necessary special resolutions to that effect as set out in the notice of the Annual General Meeting.

Other Key Managerial Personnel

During the year under review, no changes took place in the other KMPs (Other than the Directors).

The following are the Key Managerial Personnel (KMPs) of the Company as on the date of the report:

i) Mr. Shiv Singh Mehta (DIN 00023523), Chairman and Managing Director;

ii) Mrs. Purnima Mehta (DIN 00023632), Whole-time Director;

iii) Mr. Rajesh Sisodia, Chief Financial Officer;

iv) *Mr. Tanuj Sethi, Company Secretary and Compliance Officer.

BOARD EVALUATION

The Board of Directors of the Company is committed to getting its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee (NRC) has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of performance of Executive Directors is done by Independent Directors.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees, and other individual Directors which includes criteria and process for performance evaluation of the NonExecutive Directors to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The appointment/re-appointment/ continuation of Directors on the Board shall be based on the outcome of the evaluation process.

During the year under review as per the policy for the performance evaluation, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the NRC in their respective meetings, and the evaluation result was placed before the Board for its information and further consideration.

MEETINGS

During the financial year Six (6) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

NOMINATION & REMUNERATION POLICY

The Company has a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and for determination of their remuneration. The salient features of Nomination and Remuneration Policy are stated in the Corporate Governance Report. The Nomination and Remuneration Policy duly approved by the Board has been posted on the Companys website http://kritiindustries.com/

COMMITTEES OF THE BOARD

In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has the following four (4) committees:

i) . Audit Committee

ii) . Nomination and Remuneration Committee

iii) . Stakeholders Relationship Committee

iv) . Corporate Social Responsibility Committee

The Company has also constituted Investment and Finance Committee. The Compositions of the Committee as well as number of meetings held and other details are given in the Corporate Governance Report annexed with the Board report.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

As on the closure of the financial year, following are Associate and Subsidiary of your companies:-

Further, your company is a subsidiary of Sakam Trading Private Limited which holds about 59.64% of the total paid- up capital of the company as at the end of the financial year 2024-25.

Report on performance of the Associate and Wholly Owned Subsidiary Company

Pursuant to the provisions of Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, your company is attaching Form AOC-1 as "Annexure B" and forms part of this report.

RELATED PARTY TRANSACTIONS

During the period under review, all related party transactions entered were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions as per the provisions of section 188 of the Companies Act, 2013 made by the Company with Promoters, Directors, KMPs or other designated persons or their relatives which

may have a potential conflict with the interest of the Company at large. Since, there are no material related party transactions in the company which are not on arms length basis. Therefore, the company is not required to annex Form AOC-2 with this report.

Separate disclosure as per Regulation 34(3) of SEBI (LODR) Regulations, 2015 is made in the notes to the accounts attached with the financial statement, as required under the Accounting Standards therefore not reproduced here under. The policy on Related Party Transactions duly approved by the Board has been posted on the Companys website http://kritiindustries.com/.

Your Company has passed an Ordinary Resolution at 34^th Annual General Meeting held on 18^th June, 2024 under Regulation 23 of the SEBI (LODR) Regulations, 2015 read with section 188 of the Companies Act, 2013 for entering into transactions for transfer of resources etc. with the related Parties.

Pursuant to Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/0155 dated 11/11/2024 issued by SEBI, your Board is recommending to pass an Ordinary Resolution in the ensuing General Meeting for material related party transaction related to transfer of resources with the Related Party.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities is attached as "Annexure C" and forms a part of this Report. The salient features of CSR policy are stated in the aforesaid Report on CSR activities. The policy on CSR duly approved by the Board has been posted on the Companys website http:// kritiindustries.com/.

DISCLOSURE FOR PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended in respect of employees of the Company forming part of Directors Report is given in "Annexure D" to this Report. A statement of top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended may be obtained by request to the Company Secretary of the Company at cs1@kritiindia.com.

During the year, none of the employee has received remuneration of in excess of Rs. One Crore and Two Lakh or more per annum or Rs. Eight Lakhs Fifty Thousand p.m. in a year or part thereof. Further, none of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time Director and none of the employees held two percent of the equity shares of the Company.

Further, Shri Shiv Singh Mehta, Chairman and Managing Director is also drawing remuneration from the other Company cumulatively not exceeding the higher maximum limit admissible from any one of the companies.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as "Annexure E" and forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investment are given in the notes to the Financial Statements. Hence no further disclosure is being given here to avoid repetition.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 along with the requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of the corporate governance is appended and forms a part of this report alongwith the certificate of Disqualification of Directors received from Practicing Company Secretary as the Annexure 1 and 2 of the Corporate Governance Report.

RISK MANAGEMENT

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Companys Risk Management process focus on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on continuing basis

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for -

A. Adequate safeguards against victimization of persons who use the Vigil Mechanism; and

B. Direct access to the Chairperson of the Audit Committee of the Board of directors of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism Policy are made available on the Companys website http://kritiindustries.com/ and

have also been provided as "Annexure F" of part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:-

a) that in the preparation of the annual financial statements for the year ended 31^st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March 2025 and of the loss of the Company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that 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.

INTERNAL CONTROL AND THEIR ADEQUACY

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been established in the Company and that such controls are adequate and operating effectively. The Company has laid down certain guidelines and processes which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Statutory Auditors in their audit report have opined that these controls are operating effectively. The Audit team develops an audit plan based on the risk profile of the business activities. The annual internal audit plan is approved by the Audit Committee, which also reviews compliance to the plan. The Internal Audit team monitors

and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee.

The Audit Committee reviews the reports submitted by the Internal Auditors.

The Board has implemented systems to ensure compliance of all applicable laws. These systems were effective and operative. At every quarterly interval, the Managing Director and the Company Secretary place before the Board a certificate certifying compliance of laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all business unit and functional heads responsible for compliance of such applicable laws and regulations.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS U/S 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

During the Financial Year, no fraud was reported by auditors in terms of section 143(12) of the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website on https://kritiindustries.com/ investor-desk/annual-returns/

AUDITORS AND THEIR REPORT

The 2^nd term of 5 (five) consecutive years of M/s Rakesh Kumar & Associates, Chartered Accountants (FRN: 002150C), Indore as Statutory Auditors of the Company will expire at the conclusion of ensuing 35^th Annual General Meeting (AGM). Accordingly, in terms of provisions of section 139 of the Companies Act, 2013 the Audit Committee and Board recommends the appointment of M/s M. Mehta & Co., Chartered Accountants (FRN: 000957C), Indore as Statutory Auditors of the Company to hold office of the Auditors for a first term of 5 consecutive years from the conclusion of 35^th AGM till the conclusion of 40^th Annual General Meeting to be held in the year 2030 in place of the existing retiring auditor M/s. Rakesh Kumar & Associates, Chartered Accountants (FRN: 002150C) on such remuneration as may be mutually decided by the Auditors and Board. As required under Regulation 33(1)(d) of the SEBI (LODR) Regulation, 2015, the proposed auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report and the Notes on financial statement for the year 2024-25 referred to in the Auditors Report

are self-explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

COST RECORD AND AUDIT

Your company is maintaining the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013. In pursuance of Section 148 of the Companies Act, 2013, your Directors appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (FRN: 000030) to conduct the Audit of the Cost Accounting records for the financial year 2024-25. The Company has filed the Cost Audit Report for the year 2023-24 with the Central Government.

The Board on the recommendation of the Audit Committee, at its meeting held on 22^nd May, 2025 has appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (FRN: 000030) as the Cost Auditors to conduct the Audit of the Cost Accounting records for the financial year 2025-26. As required under section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the shareholders. Therefore, the Board of Directors recommend the remuneration payable to M/s Dhananjay V. Joshi & Associates, Cost Accountants (FRN: 000030) for the financial year 2025-26 for the ratification by the Members in the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s Ajit Jain & Co., Company Secretaries, (FRN: S1998MP023400) Indore conducting Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended 31^st March 2025 in Form MR-3 is attached as "Annexure G" and forms part of this Report. The Report of the Secretarial Auditor does not contain any qualification, reservation or adverse remark, therefore, do not call for any comments

Further, the Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 22^nd May, 2025 has recommended the members to approve the appointment of M/s. Ajit Jain & Co., Company Secretaries (FRN: S1998MP023400) to conduct Secretarial Audit for the consecutive five years from the conclusion of the 35^th AGM till the conclusion of the 40^th AGM to be held in the calendar year 2030.

Mr. Ajit Jain, Proprietor of the Ajit Jain & Co., Company Secretaries has consented to act as the Secretarial Auditor of the Company and confirmed that his appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI LODR Regulations. He has further confirmed that he is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI Listing Regulations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The details related to dividend remains unpaid-unclaimed in the Company has been given in the annual report of the Company. The details of the nodal officer appointed by the company under the provisions of IEPF is available on the Companys website at http://kritiindustries.com/

During the year under review, an amount of H2,97,861/- in respect of unpaid/unclaimed interim dividend declared for the FY 2016-17 was transferred to the Investor Education and Protection Fund Authority as well as 1,10,379 equity shares of face value of H1/- each, in respect of unpaid/ unclaimed interim dividend declared in FY 2016-17, was also transferred and credited to the IEPF Authority by the Company.

The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The summary of complaints received and disposed during the financial year is as follows:

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at https://kritiindustries.com.

PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/ OVAM and no physical meeting will be held and your company has made necessary arrangements with CDSL to provide facility for e-voting including remote e-voting. The details regarding e-voting facility are being given with the notice of the Meeting.

GENERAL

Your Directors state that during the year under review: Company.

a) The Company has not issued shares (including sweat equity shares) to employees of the Company.

b) Neither the Managing Director nor the Whole-time Director receive any remuneration or commission from its subsidiary.

c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

d) There have been no material changes and commitments affecting the financial position of the Company which have occurred between financial year ended on 31stMarch, 2025 and the date of this report.

e) Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authority have been provided as part of the Corporate Governance report.

f) Your Company has not declared and approved any Corporate Action viz buy back of securities, issuance of bonus shares, right shares, de-mergers and split and has not failed to implement or complete the Corporate Action within prescribed timelines except that, the company has issued warrants convertible into equity shares of H1/- each at a premium of H157.50 per share and further allotted 15,00,000 equity shares pursuant to conversion of 15,00,000 warrants into equity shares and the company has duly executed the Corporate Action well in time except for crediting the warrants and incorporation of lock-in on warrants as per SEBI (ICDR) Regulations, 2018;

g) There were no revisions in the Financial Statement and Boards Report.

h) The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

i) There is no requirement to conduct the valuation by the Bank and Valuation done at the time of one-time Settlement during the period under review.

j) There are no voting rights exercise by any employee of the Company pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

ACKNOWLEDGEMENT

Your Directors place on record, their sincere appreciation and gratitude for all the co-operation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Investors and all other stakeholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units and for their valuable contribution in the working and growth of the Company.