Kritika Wires Ltd Directors Report

To,

The Members,

Kritika Wires Limited

Your directors have pleasure in presenting the 22^nd Annual Report of the Company along with the audited standalone financial statements for the financial year ended 31^st March, 2026.

.FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended 31^st March, 2026, is summarized below:

Amount in Lakhs (Rs.)

	Year ended	Year ended
Particulars	31st March, 2026	31st March, 2025
Total Income	69,795.90	76,035.50
Total Expenses	68,874.45	74,555.26
Profit or Loss before Extraordinary items and Exceptional items	921.45	1,480.24
Less: Exceptional Items	187.55	-
Less: Extraordinary Items		-
Profit before tax	733.9	1,480.24
Less: Current tax	201.62	379.76
Less: Deferred tax	(87.14)	87.00
Profit after Tax	619.42	1,013.48
Other Comprehensive Income	22.46	(6.77)
Total Comprehensive Income for the period/year	641.88	1,006.71

COMPANYS OPERATIONAL REVIEW

During the year under review, the Company faced a challenging business environment, which had an adverse impact on its financial performance. The total income during the year under review decreased by 8.21% from Rs. 76,035.50 lakhs in the previous year to Rs. 69,795.90 lakhs. This decline was primarily attributable to the sharp deterioration in business conditions during Q4 FY 2025 26, triggered by the global geopolitical crisis arising from the US Iran conflict. Consequently, the Profit Before Tax (PBT) stood at Rs. 733.90 lakhs as against Rs. 1,480.24 lakhs in the previous year. The Profit After Tax (PAT) was Rs. 619.42 lakhs as compared to Rs. 1,013.48 lakhs in the previous year. The fall in profitability was primarily driven by the impact of the global geopolitical crisis in Q4 FY 2025 26, which resulted in elevated input costs and compressed margins.

MANAGEMENT DISCUSSION AND ANALYSIS

The Companys business activity primarily falls within a single business segment i.e., manufacturing, exporting and supplying of industrial steel wires, aluminum wires and galvanized wires. The analysis on the performance of the industry, the Company, internal control systems, risk management are presented in the Management Discussion and Analysis Report forming part of this report.

DIVIDEND

In order to conserve resources for future expansion, the Board has not recommended any dividend for the financial year ended 31^st March, 2026.

TRANSFER OF UNPAID & UNCLAIMED DIVIDENDS & SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection

Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), there are no unpaid & unclaimed dividend pending with the Company for a period of more than seven years hence there is no amount transferred to IEPF.

TRANSFER TO RESERVES

No amount has been transferred to the general reserves during the financial year under review.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report

SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES

As on 31^st March, 2026, the Company has no subsidiaries, joint ventures or associate companies.

SHARES CAPITAL

The Authorized Share Capital of the Company is Rs. 54,00,00,000/- divided into 27,00,00,000 equity shares of Rs. 2/- each.

Equity Shares:

The paid-up Equity Share Capital as on 31^st March,2026 is Rs.53,25,60,000/- divided into 26,62,80,000 Equity Shares of Rs. 2/- each.

Sweat Equity Shares:

In terms of Sub-rule (13) of Rule 8 of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.

Differential Voting Rights:

In terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any share with Differential Voting Rights.

Employee Stock Options:

In terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.

RESERVES

During the year under review, your directors have not proposed to transfer any amount to Reserves.

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2026 in Form MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and is available on the website of the Company at www.kritikawires.com

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

Conservation of Energy:

Your Company continues to lay emphasis on conservation of energy. The management consistently monitors energy usage across all manufacturing units and takes conscious steps to optimize energy efficiency. Several initiatives were undertaken during the year to reduce overall energy consumption and enhance process efficiency.

Technology Absorption:

The Company recognizes that continuous technological improvement is key to staying competitive in the wire manufacturing sector. It actively absorbs and adapts new technologies to enhance product quality, process reliability, and cost effectiveness.

Foreign Exchange Earning and Outgo:

The Company is continuously in search of new market throughout the globe for making its presence worldwide.

During the year under review, the details of foreign exchange earnings and outgo are as given below:

Particulars	Financial Year 2025-	Financial Year 2024-2025
	2026 (Rs. in Lakhs)	(Rs. in Lakhs)
Earning in Foreign Currencies	-	-
Expenditure in Foreign Currencies	2201.95	2812.21

RISK MANAGEMENT

The Board of Directors of Kritika Wires Limited recognizes that risk management is an integral part of good governance and a key element in achieving long-term strategic objectives. The Company follows a structured approach to identify, assess, and mitigate various internal and external risks across its operations, with a view to protecting stakeholder interests and enhancing business resilience.

On identification of a risk the management implements mitigation plans and is monitored through management reviews and internal audits.

Risk Oversight

The Audit Committee and Board regularly review the risk profile of the Company. While Kritika Wires Limited is not currently required to constitute a Risk Management Committee under SEBI (LODR) Regulations, 2015, the Company maintains a proactive approach to enterprise risk management as part of its overall governance strategy.

LOANS, GUARANTEES OR INVESTMENTS

The particulars of all loans, guarantees or investments made by the Company are given in notes to Financial Statements.

RELATED PARTIES TRANSACTIONS

The Company has in place a Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions, in line with the provisions of the Companies Act, 2013 and Regulation 23 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR").

Policy Framework

The objective of the policy is to ensure proper approval, disclosure, and reporting of transactions entered into between the Company and its related parties, in compliance with applicable laws and regulations. The policy is available on the Companys website at: www.kritikawires.com.

Transactions during the Year

All related party transactions entered into during the financial year were in the ordinary course of business and on arms length basis. There were no material related party transactions during the year under review that required shareholder approval under Regulation 23(4) of SEBI LODR.

Disclosure under Section 188 of the Companies Act, 2013

There were no contracts or arrangements entered into with related parties which were not at arms length or not in the ordinary course of business, and thus disclosure in Form AOC-2 is not applicable.

Audit Committee and Board Oversight

All related party transactions are placed before the Audit Committee and the Board for prior approval. A quarterly statement of transactions entered with related parties is also reviewed by the Audit Committee to ensure compliance.

Key Related Party Transactions (FY 2025 26)

A summary of transactions with related parties, as required under applicable accounting standards (Ind AS 24), is provided in the Notes forming part of the Financial Statements forming part of this Annual Report.

The policy on Related Party Transactions is uploaded on the Companys website www.kritikawires.com.