Kritika Wires Ltd Directors Report

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.

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.

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:

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.

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.

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

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 (“SEBILODR”).

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.

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.

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.

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.

The Board of Directors of Kritika Wires Limited is a balanced and diverse body comprising a mix of Executive and Non-Executive Directors, including Independent Directors and a Woman Director, in compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on 31^stMarch 2025, the Board consists of eight (8) Directors, out of which:

• Three (3) are Executive Directors, including the Managing Director and the Whole-time Director;

• One (1) is Non-executive Director

• Four (4) are Non-Executive Independent Directors, including one Woman Independent Director.

The composition of the Board ensures an appropriate mix of experience, skills, independence, and knowledge, enabling effective oversight and strategic direction to the Companys management. The Board functions cohesively, bringing together professionals with rich experience in the fields of manufacturing, finance, law, corporate governance, and business management.

There has been no change in the composition of the Board during the financial year under review.

The composition of the Board as on 31^st March 2025 is as follows:

The Board believes that its current composition is well-positioned to steer the Company on a path of sustained growth and value creation.

In order to assist the Board in discharging its responsibilities effectively, the Company has constituted the following Committees in line with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015:

There are 4 (four) committees of the Board as on 31st March, 2025., details ofwhich are covered in the CG Report.

In accordance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013, the Company undertakes an induction and familiarization programme for its Directors to enable them to understand the nature of the industry in which the Company operates, the business model of the Company, their roles, rights, responsibilities, and the Companys strategy, operations, and functions.

The induction covers:

• Overview of the Companys operations, manufacturing setup, and product line.

• Introduction to key managerial personnel and senior leadership.

• Presentation on the strategic plan and performance trends.

• Overview of regulatory framework and governance structure.

• Detailed information on roles, responsibilities, and obligations of a Director under Companies Act and SEBI LODR Regulations.

In compliance with the requirements of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a structured Familiarisation Programme for its Independent Directors.

The purpose of the programme is to provide insights into the Company to enable the Independent Directors to understand its business model, operations, industry dynamics, and regulatory environment. It also aims to enable the Independent Directors to contribute significantly to the Company.

During the year under review, the Independent Directors were regularly updated on changes in regulatory frameworks, corporate governance developments, operational highlights, business performance, and strategy through presentations at Board and Committee meetings.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjeev Binani [DIN:01149866], Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Board of Directors recommends his reappointment for the consideration of the shareholders at the forthcoming Annual General Meeting.

The brief profile and other details of the Director seeking reappointment, as required under Regulation 36 of SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India (ICSI), form part of the Notice of the Annual General Meeting.

During the financial year ended 31st March 2025, seven (7) meetings of the Board of Directors were held on 20^th April, 2024, 28^th May, 2024, 8^th August, 2024, 3^rd September, 2024, 16^th October, 2024, 6^th November 2024 and 22^nd January, 2025, The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the Board meetings held during the year, along with the attendance of Directors at each meeting, are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Company ensures that the agenda and relevant notes are circulated well in advance, and comprehensive presentations are made at the Board meetings to enable the Directors to take informed decisions.

In terms of the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on 22^nd January, 2025 without the presence of Non-Independent Directors and members of the management.

At the said meeting, the Independent Directors:

• Reviewed the performance of the Non-Independent Directors and the Board as a whole;

• Reviewed the performance of the Chairperson of the Company, taking into account the views of Executive and Non-Executive Directors;

• Assessed the quality, quantity, and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed satisfaction on the overall performance and governance practices of the Board and the functioning of the management.

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and Regulation 16( 1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, all the Independent Directors have confirmed compliance with the Code of Conduct for Independent Directors as laid down under Schedule IV of the Companies Act, 2013. They have also affirmed that they have registered their names in the data bank maintained by the Indian Institute of Corporate Affairs (IICA) as per Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors possess integrity, requisite expertise, and experience (including the proficiency as required under Rule 8 of the Companies (Accounts) Rules, 2014) and fulfill the conditions specified in the Act and the Listing Regulations, and are independent of the management.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees, individual Directors, and the Chairperson of the Company for the Financial Year 2024-25.

The evaluation was carried out based on a structured questionnaire covering various aspects such as the Boards composition, structure, effectiveness of Board processes, quality of deliberations, strategic guidance, risk management, succession planning, and the contribution of individual Directors.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The Nomination and Remuneration Committee also reviewed the performance of the individual Directors and the Board as a whole.

The Board expressed its satisfaction with the overall functioning of the Board, its various Committees, and the performance of the individual Directors.

The Key Managerial Personnel of the Company as on 31^st March, 2025 are:

During the year under review, there has been no change in the Key Managerial Personnel.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit / loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis ;

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy to provide a secure environment and framework for directors and employees to report genuine concerns, unethical behavior, suspected fraud, or any violation of the Companys code of conduct.

The mechanism provides for:

• Direct access to the Chairman of the Audit Committee.

• Protection of the identity of whistle blowers and confidentiality of the complaint.

• Safeguards against victimization of whistle blowers.

During the year under review, no complaint was received under the said mechanism. The Audit Committee periodically reviews the functioning of the vigil mechanism to ensure effectiveness.

The Board of Directors of Kritika Wires Limited, on the recommendation of the Nomination and Remuneration Committee (NRC), has formulated a comprehensive Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy is designed to:

• Lay down criteria for appointment, performance evaluation, and removal of Directors, Key Managerial Personnel (KMP), and Senior Management.

• Ensure a balanced and performance-oriented remuneration structure that aligns with the long-term interests of the Company and its stakeholders.

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as mandated under Section 118(10) of the Companies Act, 2013.

Specifically, the Company has complied with:

• Secretarial Standard on Meetings of the Board of Directors (SS-1)

• Secretarial Standard on General Meetings (SS-2)

These standards have been followed in letter and spirit to ensure transparency, uniformity, and good governance in the conduct of Board and General Meetings.

During the financial year under review, no application has been made, nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC) before the National Company Law Tribunal (NCLT) or any other competent authority.

The Company has maintained a healthy financial position and has been regular in meeting its debt obligations.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

The Board of Directors places on record its sincere appreciation for the continued support, cooperation, and trust reposed by the shareholders, customers, business associates, suppliers, bankers, financial institutions, regulatory authorities, and various stakeholders.

The Directors also acknowledge and appreciate the dedicated efforts and contribution of the employees at all levels, which has been instrumental in the Companys consistent performance and growth.

Your Directors look forward to your continued support and encouragement in the years ahead.

To

The Members of

M/s. Kritika Wires Limited

Unit-201, 2^nd Floor

Bus Terminus and Commercial Complex,

Plot-BG-12, AA-I

New Town Pride Hotel Bldg.

Kolkata - 700 156

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Kritika Wires Limited (hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also based on the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2025 ("Audit Period") generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2025, to the extent applicable, according to the provisions of:

(i) The Companies Act, 2013 ("the Act") and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act"):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not Applicable to the Company during the period under review);

d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not Applicable to the Company during the period under review);

e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not Applicable to the Company during the period under review) ;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not Applicable to the Company during the period under review);

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not Applicable to the Company during the period under review); and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not Applicable to the Company during the period under review).

(vi) Other applicable laws generally applicable to the Industry/Company.

a) The Factories Act, 1948;

b) The Payment of Wages Act, 1936;

c) The Minimum Wages Act, 1948;

d) The Payment of Gratuity Act, 1972;

e) The Child Labour (Prohibition& Regulations) Act, 1986;

f) The Environment (Protection) Act, 1986, read with the Environment (Protection) Rules, 1986;

g) The Water (Prevention & Control of Pollution) Act, 1974, read with Water (Prevention & Control of Pollution) Rules, 1975;

h) The Air (Prevention & Control of Pollution) Act, 1981 read with Air (Prevention & Control of Pollution) Rules, 1982.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standard-I and II issued by the Institute of Company Secretaries of India;

and

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.

In respect of other laws specifically applicable to the Company, I have relied on the information/records produced by the Company during the course of my audit and the reporting is limited to that extent.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of

Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors to schedule the Board Meetings/committee meetings, 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. Majority decisions is carried through while dissenting members views, if any, are captured and recorded as part of the minutes.

The Company has necessary software for Structured Digital Database (SDD) pursuant to Regulations 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 and the same is commensurate with the size and operations of the Company.

I further report that based on review of compliance mechanism established by the Company and on the basis of the Compliance Certificate(s) issued by the Company Secretary and taken on record by the Board of Directors at their meeting(s), I am of the opinion there are adequate systems and processes in place in the Company which is commensurate with its size and operations, to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there were no major events occurred which had bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

The information required pursuant to section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given hereunder:

i. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year are given hereunder:

ii. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year are given hereunder: Nil

iii. The percentage of increase in the median remuneration of employees in the financial year: 10.15% due to Annual Appraisal).

iv. The number of permanent employees on the role of company as on 31^st March, 2025 is 157 nos., including Executive directors.

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration : Nil

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES AS PRESCRIBED UNDER SECTION 135 OF THE COMPANIES ACT, 2013 AND COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014

1. Brief Outline of CSR Policy of the Company:

Kritika Wires Limited (“the Company”) recognizes its responsibility towards the community and environment and is committed to sustainable and inclusive growth. The Companys CSR policy focuses on contributing to various social causes as defined under Schedule VII of the Companies Act, 2013. It aims to support initiatives in areas such as education, healthcare, environmental sustainability, and rural development.

2. Composition of the CSR Committee:

As per the Companies Act, 2013, the Company has constituted CSR Committee consisting of following directors (as on 31^st March, 2025):

*Resigned w.e.f 30^t July, 2025

One meeting of the CSR Committee was held on 11^th February, 2025.

3. Provide the web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company:

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable:

The Company at present is not required to carry out impact assessment in pursuance of sub- rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014.

5. (a) Average net profit of the Company as per section 135(5): Rs. 914.46 Lacs

(b) Two percent of average net profit of the company as per section 135(5): Rs. 18.28 lakhs

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: 0.05 lacs

(d) Amount required to be set off for the financial year, if any: 0.05 lakhs

(e) Total CSR obligation for the financial year : Rs.18.23 lakhs

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) :Rs.18.25 lakhs

(b) Amount spent in Administrative Overheads: Nil

(c) Amount spent on Impact Assessment, if applicable: Nil

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs. 18.25 lakhs

(e) CSR amount spent or unspent for the financial year:

(f) Excess amount for set off, if any: 0.02 lacs.

7. Details of Unspent CSR amount for the preceding three financial years: Not Applicable

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable