Kross Ltd Directors Report

Dear Members,

Your directors are pleased to present the 34th Annual Report on the business and operations of your Company along with Standalone Audited Financial Statements and the Auditors Report thereon for the financial year ended March 31,2025.

STATE OF COMPANYS AFFAIRS

1) FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The Audited Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as “Ind AS”) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures with regard to Ind-AS reporting have been made under the Notes to Financial Statements. The Companys performance during the financial year under review as compared to the previous financial year is summarized below:

(INR in Mn)

Particulars:	Standalone
	Year Ended March 31, 2025	Year Ended March 31, 2024
Revenue from Operations	6,204.10	6,202.50
Other Income	52.71	12.14
Total Income	6,256.82	6,214.64
Profit before Finance Cost, Depreciation, and Tax	865.21	819.72
Finance Cost	122.86	148.96
Depreciation	68.46	57.86
Share of Profit/(Loss) of Subsidiary	0	0
Profit Before Tax (PBT)	673.89	612.90
Current Tax	178.29	160.49
Deferred Tax	15.32	3.60
Net Profit After Tax (PAT)	480.27	448.81
Other Comprehensive Income	0	0
Total Comprehensive Income for the Year	0	0
Earnings per equity share (In )
Basic earnings per share	8.04	8.30
Diluted earnings per share	8.04	8.30

1.1) BUSINESS REVIEW

The Company delivered a strong performance in Q4 FY25, meeting expectations. Q3 was marked by inconsistent order flows—starting on a positive note in October but softening in November and December. In contrast, Q4 saw a clear rebound, with healthy demand in January and February, and March recording our highest-ever monthly trailer axle production and sales at nearly 4,200 units. As a result, our Q4 FY25 topline grew 23.3% over Q3. The trailer axle and suspension assembly segments performed particularly well, and we expect this positive momentum to carry forward into FY 2025-26.

On the export front, we closed the year with INR 19.7 Cr. in export revenues, with our partnership with global OEMs progressing smoothly. We have made steady progress on our export business, with the universal joint cross already in regular supply. Building on this momentum, we are well- positioned to expand our export offerings in FY 2025-26, further strengthening our global relationships and reinforcing our long-term strategy. We do not anticipate any material impact from the tariffs, as our current exposure is largely limited to European OEMs who have onboarded us following a rigorous validation process. With this foundation in place, we are confident of growing exports meaningfully and are targeting a 5% revenue share from exports by FY 2025-26.

To summarize, FY 2024-25 was a year of strategic progress and operational resilience. We have laid a strong foundation for sustainable growth across both core and emerging product categories. As part of this journey, 75% of the IPO proceeds have already been deployed, and the balance 25% will be fully utilized within the current financial year (FY 2025-26). With ongoing investments and continued product diversification, we are excited about the opportunities ahead and remain committed to delivering long-term value to all our stakeholders.

1.2) FINANCIAL REVIEW

• Revenue stood at INR 620.4 Cr., compared to INR 620.3 Cr. in FY 2023-24, reflecting flat year-on-year growth.

• Revenue contribution from the Trailer axles & Suspension business stood at 44.1%, while the Component business contributed 55.9% in FY 2024-25.

• Export sales contribution stood at 3.2% in FY 2024-25. We are confident of growing exports meaningfully and are targeting a 5% revenue share from exports by FY 2025-26.

• EBITDA stood at INR 81.3 Cr., compared to INR 80.8 Cr. in FY 2023-24, an absolute growth of 0.6% over same period last year.

• EBITDA margin for the year stood at 13.1%, from 13% in FY 2023-24.

• PAT stood at INR 48 Cr., compared to INR 44.9 Cr. in FY 2023-24, an absolute growth of 7% over same period last year.

• PAT margin for the year stood at 7.7%, from 7.2% in FY 2023-24.

• On the balance sheet front, ROCE as on March 31, 2025 stood at 16.7%.

• Gross Fixed Asset Turnover stood at 4.7 times.

• Debt to Equity for the period stood at 0.1 times.

• The EPS on financials for the year ended on March 31, 2025 was 8.04 (Basic) and 8.04 (Diluted).

1.3) NEW INITIATIVES & FUTURE OUTLOOK

As we step into FY 2025-26, weve seen a steady start to the year, with April volumes holding strong, consistent with the momentum we saw at the close of FY 2024-25. One of the most transformative developments underway is our new extrusion line, a first-of-its-kind setup in India. There has been some delay in timelines due to logistical challenges. Equipment arrival in June 2025, with production likely to commence in Q2FY26. This new capability will also support our entry into tag axles, marking an important expansion of our product portfolio and strengthening our position in the space.

Currently, we have the capacity to manufacture around 4,500 to 5,000 axles per month, and with the upcoming technology upgrade we see significant headroom for scaling up volumes. With the new technology, while selling prices remain stable, costs reduce, which directly enhances our margins.

Seamless Tube Plant

One of the most ambitious and capital-intensive projects underway is our seamless tube plant. The equipment is expected to arrive in 9 months. The total capex for the plant is estimated at INR 167 Cr., with a capacity of 1,20,000 tonnes per annum. This plant will serve both captive consumption and external customers. The Company sees significant opportunities in catering to Indias oil & gas transportation pipelines, automotive, and general engineering sectors. The commercial production expected to begin in Q3FY27 and the business will contribute meaningfully from FY 2027-28.

Other Product Initiatives

Building on this strong foundation, we are expanding our product portfolio with the introduction of Tipping Jacks by H2 FY26, a strategic addition that enhances our presence in the trailer ecosystem. This launch will deepen our engagement with trailer manufacturers and further diversify our revenue streams.

Kross has already earned a strong reputation for its trailer axles and suspensions, particularly in states like Rajasthan, Chhattisgarh, and Jharkhand, where our brand is widely used in tipping trailers. Since tipping trailers require tipping jacks and we already have a strong foothold in these regions, we are well-positioned to drive market adoption.

We are confident these initiatives will enhance profitability and further strengthen our market position.

1.4) BUSINESS AND OPERATIONS OF THE COMPANY AND THE MATERIAL CHANGES AFFECTING IT

The Company is diligently executing a well-defined growth strategy aimed at enhancing its market visibility and establishing itself as a trusted and reliable player in the auto component industry, both in India and globally. The Company has listed its equity shares on the nationwide trading terminal with NSE India Limited and BSE Limited launching an INR 500 Cr IPO, (consisting of INR 250 Cr as fresh issue and INR 250 Cr offer for sale).

The Board of the Directors at their meeting held on February 07, 2025 has approved the proposal for setting up of a Seamless Tube Plant at Adityapur Industrial Area of District - Saraikela Kharsawan in Jharkhand.

No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year ended March 31, 2025 till the date of this Report.

1.5) INDUSTRY OVERVIEW

The Indian auto component industry demonstrated robust performance in FY 2024-25, continuing its upward trajectory on the back of strong domestic demand, export resilience, and aftermarket expansion. According to the Automotive Component Manufacturers Association of India (ACMA), the industry recorded a turnover of INR 3.32 Lakhs Cr. (US$ 39.6 BN) in the first half of FY 2024-25, reflecting a year-on-year growth of 11.3

Key performance indicators for FY 2024-25 including, Domestic OEM supplies: INR 2.83 Lakhs Cr. (US$ 33.8 Bn), up 11.2% YoY, Aftermarket: INR 47,416 Cr. (US$ 5.7 Bn), up 5%, aided by rural penetration and e-commerce, - Imports: US$ 11 Bn, resulting in a trade surplus of US$ 150 Mn.

Looking ahead to FY 2025-26, the industry is expected to maintain a moderate growth rate of 7-9%, as projected by CRISIL Ratings and ICRA Limited. This growth will be supported by Continued demand from 2W and PV segments, which together contribute nearly 50% of industry revenue, Steady aftermarket expansion (projected at 5-7% growth), Increased localization and investments in EV components, automation, and precision manufacturing.

However, the sector may face headwinds from Geopolitical tensions and freight cost volatility, Tariff risks in key export markets like the US, Slower EV adoption in Western markets.

Despite these challenges, the industry remains resilient, with stable operating margins (estimated at 12-12.5%) and a healthy capex pipeline of INR 22,000-25,000 Cr. for FY 2025-26, focused on EV readiness and value-added technologies. Globally, the automotive components market is projected to grow from US$ 1,710 Bn in 2024 to US$ 2,455 Bn by 2033, at a CAGR of 4.1%, driven by electrification, autonomous technologies, and lightweight materials.

2) TRANSFER TO RESERVE

An amount of INR Nil has been transferred to General Reserves out of the profit earned during the financial year 2024-25.

3) DIVIDEND

During the financial year under review, the Company successfully listed its equity shares on the stock exchange, marking a significant milestone in its corporate journey. As the Company continues to focus on consolidating its resources and strengthening its financial position post-listing, the Board of Directors has decided not to recommend any dividend for the FY 2024 -25. This decision is in alignment with the Companys strategic priorities of reinvestment and long-term value creation for its stakeholders.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (hereafter referred to as SEBI (LODR)), the Company has formulated Dividend Distribution Policy taking into account the parameters prescribed in the said Regulations. The Dividend Distribution Policy is available on Companys website at https://www.krosslimited.com/ corporategovernance-corporatepolicies

There is no dividend which was required to be transferred to Investor Education and Protection Fund during the year ended March 31, 2025.

4) SHARE CAPITAL

a) Authorized Share Capital

During the year under review, there is no change in the Authorized Share Capital of the Company. As on March 31, 2025 the Authorized Share Capital of the Company is INR 37,00,00,000 divided into 70,00,0000 Equity Shares of INR 5/- each amounting to INR 35,00,00,000 (Rupees Thirty-Five Crores Only) and 20,00,000 preference shares of INR 10/- each amounting to INR 2,00,00,000 (Rupees Two Crore).

b) Issued, Subscribed and Paid-up Share Capital

During the year under review, the Company has issued fresh equity shares of 1,04,16,666 through Initial Public Offering (“IPO”) and hence the paid-up share capital of the Company stands at INR 32,25,47,110/- divided into 6,45,09,422 equity shares of INR 5/- each.

Further, Company did not issue any class or category of shares, Employee Stock Options, Convertible securities and consequently there is no change in the capital structure since previous year, except as disclosed above.

c) Utiliz atioii of Proceeds of IPO

Pursuant to the Regulation 32 of the Listing Regulations, there was no deviation(s) or variation(s) in the use of proceeds of IPO till March 31, 2025. The proceeds of IPO were utilized for the objects as disclosed in the Prospectus. Details as on March 31, 2025 are as follows:

(Amount in INR Mn)

Name of the Object	Amount as proposed in Offer Document (In Mn)	Amount utilized (in Mn)	Total unutilized Amount (in Mn)
Funding of capital expenditure requirements of our Company towards purchase of machinery and equipment	700.00	207.66	492.34
Repayment or prepayment, in full or in part, of all or a portion of certain outstanding borrowings availed by our Company, from banks and financial institutions	900.00	900.00	0.00
Funding working capital requirements of the Company	300.00	97.64	202.36
General corporate purposes	469.19	419.62	49.57
Total (A)	2369.19	1624.92	744.27

The Company has appointed India Ratings and Research Private Limited as a monitoring agency to monitor the utilization of the funds. The report issued by India Ratings and Research Private Limited states that there is no deviation in the utilization of the funds.

5) STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Subsidiary/ Associate / Joint Venture as on March 31,2025 in Form AOC-1 is annexed to this Report as Annexure 1.

6) DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors holds fiduciary position and is entrusted with the responsibility to act in the best interests of the Company. The Board at its meetings deliberates and decides on strategic issues including review of policies, financial matters, discuss on business performance and other critical matters for the Company.

Committees constituted by the Board focus on specific areas and take informed decisions within the framework of the delegated authority and responsibility and make specific recommendations to the Board on matters under its purview. Decisions and recommendations of the Committees are placed before the Board for consideration and approval as required.

Composition of Board of Directors of the Company is duly constituted with proper balance of Executive Directors, and Non-Executive Independent Directors including Women Director in accordance with the provisions of Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015 (“Listing Regulations”).

All the Directors have rich experience and specialized knowledge in sectors covering law, finance, accountancy. Human resource, and other relevant areas.

As on 31st March, 2025, the Board consists of 8 (Eight) directors comprising of four Non-Executive Independent Directors including a woman director, namely, Ms. Deepa Verma. The Chairman of the Company is an Executive Director. The profile of all the Directors is available in the Annual Report of the Company.

None of the Directors of the Company are disqualified from being appointed as Directors in terms of Section 164(1) and (2) of the Companies Act, 2013 and are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority. Your Company has also obtained a certificate from a Company Secretary in practice confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by Securities Exchange Board of India (“SEBI”)/Ministry of Corporate Affairs (“MCA”) or any such statutory authority. The aforementioned certificate forms part of this Annual Report annexed with Corporate Governance Report.

In the view of the Board, all the Directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth.

The composition of Board of Directors and detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

6.1) DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Kunal Rai (DIN 06863533) retired by rotation and being eligible, was re-appointed as Directors of the Company with the approval of Members at the 33rd AGM held on 20th June, 2024.

Further, in accordance with the provisions of the Companies Act, 2013, Mrs. Anita Rai (DIN: 00513329) Whole Time Director of the Company is liable to retire by rotation at the ensuing 34th AGM of the Company.

She is eligible and offered herself for re-appointment as Director of the Company. Resolution for her reappointment is being proposed at the 34th AGM and her profile is included in the Annexure to Notice of the 34th AGM.

6.2) CHANGE IN BOARD OF DIRECTORS

During the financial year under review, there was no change in the Board of Directors of the Company.

6.3) KEY MANAGERIAL PERSONNEL

As on date, Company has following key managerial personnel in compliance with the provisions of Section 203 of the Companies Act, 2013.

1.	Mr. Sudhir Rai	Chairman and Managing Director
2.	Mrs. Anita Rai	Whole Time Director
3.	Mr. Sumeet Rai	Whole Time Director
4.	Mr. Kunal Rai	Whole Time Director (Finance) and CFO
5.	Ms. Debolina Karmakar	Company Secretary and Compliance Officer.

All Directors, key managerial personnel and senior management have confirmed compliance with the Companys Code of Conduct.

6.4) DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(7)

The Independent Directors have furnished the necessary declaration of Independence stating that they fulfill the criteria of independence as per the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 25 and Regulation 26(6) of the SEBI (LODR) and are not disqualified to act as Independent Directors.

They have also complied with requirements of Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. The Board is of the opinion that Independent Directors fulfill the independence requirement in strict sense and are eligible to continue as Independent Directors of the Company.

The Company has obtained declaration of independence from all the Independent Directors of the Company. None of the Directors have any pecuniary relationship or transactions with the Company.

6.5) NUMBER OF MEETINGS OF THE BOARD

Your Board meets at regular intervals to discuss and decide on business strategies/policies and review the Companys financial performance. During the Financial Year 2024- 25, 08 Board Meetings were held. The meetings were held in accordance with the applicable provisions of the Act.

The details relating to Board Meetings and attendance of Directors in each Board Meeting held during 2024-25 has been separately provided in the Corporate Governance Report.

6.6) COMMITTEES OF THE BOARD

The constitution of the Board Committees is in acquiescence of provisions of the Act and the relevant rules made thereunder and Listing Regulations of the Company. The Board has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and IPO Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities.

The composition, terms of reference, attendance of directors at the meetings of all the above Committees has been disclosed in the Corporate Governance Report. There has been no instance where the Board has not accepted any of the recommendations of the Audit Committee and other mentioned committees.

6.7) BOARD PERFORMANCE EVALUATION

The Nomination and Remuneration Committee of the Company had approved a Nomination and Remuneration policy containing the criteria for performance evaluation, which was approved and adopted by the Board of Directors.

The Board has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and SEBI (LODR) Regulations and as per the criteria defined in the said act and regulations.

The Boards assessment was discussed with the full Board evaluating, amongst other things, the full and common understanding of the roles and responsibilities of the Board, contribution towards development of the strategy and ensuring robust and effective risk management, understanding of the operational programs being managed by the Company, receipt of regular inputs, receipt of reports by the Board on financial matters, budgets and operations services, timely receipt of information with supporting papers, regular monitoring and evaluation of progress towards strategic goals and operational performance, number of Board meetings, committee structures and functioning, etc.

The outcome of the evaluations conducted by the Nomination and Remuneration Committee and the Independent Directors at their respective meetings was presented to the Board, for assessment and development of plans/suggestive measures for addressing action points that arise from the outcome of the evaluation. The Directors expressed their satisfaction on the parameters of evaluation, the implementation and compliance of the evaluation exercise done and the results/ outcome of the evaluation process.

The members concluded that the Board was operating in an effective and constructive manner.

6.8) MEETING OF INDEPENDENT DIRECTORS

During the Financial Year under review, separate Meeting of the Independent Directors were held on September 03, 2024 and March 25, 2025 without the attendance of NonIndependent Directors and the Management of the Company. The Independent Directors discussed and reviewed the performance of the Non-Independent Directors and the Board as a whole, and also assessed the quality, quantity and timeliness of flow of information between the Management and the Board which is necessary for the Board to effectively and reasonably perform its duties.

6.9) FAMILIARIZATION PROGRAM

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors Familiarization Program to familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, subsidiaries business strategy, amendments in law, Companys codes and policies, environmental aspects, CSR site visit, nature of the industry in which the Company operates, ESG goals/targets, amongst others. The details of the familiarization program conducted during the financial year under review are explained in the Corporate Governance Report.

6.10) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors of the Company, based on representation from the management and after due enquiry, confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) they have 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 state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that day;

(iii) they 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 frauds and other irregularities;

(iv) the Annual Accounts for the year ended March 31, 2025 have been prepared on a “going concern” basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively throughout the financial year ended March 31,2025.

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively throughout the financial year ended March 31, 2025.

7) AUDITORS AND AUDITORS REPORT

7.1) Statutory Auditors

M/s. S.K. Naredi & Co LLP (ICAI Firm Registration No. 003333C), Chartered Accountants, Jamshedpur, Jharkhand, have been appointed as Statutory Auditors of the Company to hold the office for a period of 5 years from the financial year 2022-23 to 2026-27.

The Report given by M/s. S.K. Naredi & Co LLP, Chartered Accountants, Statutory Auditors on the standalone financial statements of the Company for the financial year 2024-25 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Further to inform that the Statutory Auditors i.e. S K Naredi & Co , have been converted from Partnership Firm (“Firm”) to Limited Liability Partnership (“LLP”) and pursuant to conversion the name of the firm changed from S K Naredi & Co to S K Naredi & Co LLP.

7.2) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on May 16, 2025 had appointed Mr. Sital Prasad Swain, Practicing Company Secretary (Membership No. F6338, CP No. 6814). (Peer review Number 6863/2025) Secretarial Auditor of the Company for audit period of 5 consecutive years commencing from FY 2025-26 till FY 2029-30. The Secretarial Audit Report for 2024-25 in form MR 3 is annexed to this report as “Annexure- 2”.

Pursuant to provisions of Regulation 24A of Listing Regulations, the Company has undertaken an audit for the 2024-25 for all applicable compliances as per SEBI Rules, Regulations, Circulars, Notifications, Guidelines etc. issued thereunder.

The Secretarial Audit Report and the Annual Secretarial Compliance Report for the financial year ended March 31, 2025 are unmodified i.e. they do not contain any qualification, reservation, or adverse remark.

7.3) Internal Auditors

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Companys processes. The Internal Auditor reports directly to the Chairman of the Audit Committee.

M/s. GWC Professional Services Private Limited, were appointed as the Internal Auditors of the Company in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

7.4) Cost Auditors

The Board of Directors on the recommendation of the Audit Committee, appointed M/s. Aditya Bhojgaria & Co (firm registration number of 000809), as the Cost Auditors of the Company for the Financial Year 2025-26 under Section 148 of the Companies Act, 2013. M/s. Aditya Bhojgaria & Co, Cost Auditor have confirmed that their appointment is within the limits of section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3) and proviso to section 148(3) read with section 141(4) of the Companies Act, 2013. As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors are required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s. Aditya Bhojgaria & Co., Cost Auditors forms part of the AGM Notice.

8) RISK MANAGEMENT

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company.

The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business.

The Company has also set up a Voluntarily Risk Management Committee to monitor the existing risks as well as to formulate strategies towards identifying new and emergent risks. The Risk Management Committee identifies the key risks for the Company, develops and implements the risk mitigation plan, reviews and monitors the risks and corresponding mitigation plans on a regular basis and prioritizes the risks, if required, depending upon the effect on the business/reputation. The other details in this regard are provided in the Corporate Governance Report, which forms part of this Annual Report.

9) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act and Regulation 34 read with Schedule V of the SEBI Listing Regulations form part of the Notes to the financial statements of the Company provided in this Annual report.

10) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all the transactions entered into by the Company with related parties were in compliance with the applicable provisions of the Act and the Listing Regulations, details of which are annexed in AOC - 2 to this report as “Annexure-3”. All related party transactions are entered into only after receiving prior approval of the Audit Committee.

Further, in terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, all contracts/arrangements/ transactions entered into by the Company with its related parties, during the financial year under review, were in ordinary course of business and on arms length and not material as per the Related Party Transaction policy.

In line with the requirements of the Act and the Listing Regulations, the Company has also formulated a Policy on dealing with Related Party Transactions (‘RPTs) and the same is available on the website of the Company at https://www.krosslimited.com/corporategovernance- corporatepolicies

11) ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Returns of the Company are available on the website of the Company at https://www.krosslimited.com/

12) PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time in respect of Directors/ employees of the Company and a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time-to-time forms part of this Board Report as “Annexure- 4” to this report.

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. It is the collective spirit of partnership across all sections of employees and their sense of ownership and commitment that has helped the Company to grow.

12.1) HUMAN RESOURCES & INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for a Company. Your Company has cordial relations with the workers and employees at all levels of the organization. A section on Human Resources/ Industrial relations is provided in the Management Discussion and Analysis Report which forms part of the Annual Report.

13) COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

The Company has in place a ‘Policy on Nomination & Remuneration for Directors, Key Managerial Personnel (KMP) and Senior Management, which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of remuneration of Directors, KMPs, Senior Management and their evaluation and includes other matters, as prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations. The Remuneration paid to the Directors is in line with the Remuneration Policy of the Company.

The Nomination and Remuneration policy is available on the website of the Company at https://www.krosslimited. com/corporategovernance-corporatepolicies

14. POLICY ON BOARD DIVERSITY

In compliance with the Listing Regulations, the Company has formulated the policy on diversity of Board of Directors. The Company recognizes the benefits of having a diverse Board and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage. The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, race and gender, which will ensure that the Company retains its competitive advantage.

The Policy on Board Diversity is available on the website of the company in https://www.krosslimited.com/ corporategovernance-corporatepolicies

15. CREDIT RATING

Companys credit ratings were revised by India Ratings and Research Pvt Ltd on March 03, 2025. The ratings of the Company are as under:

Facilities	Amount (INR Mn)	Rating
Fund-based working capital limit	885	IND A/Stable/IND A1 Outlook is Stable
Non-fund-based working capital limit	100	IND A1 Positive Implications
Term loan	INR130 (reduced from INR152)	IND A Outlook is Stable

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for year ended March 31, 2025 is attached as “Annexure -5“.

17. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is in line with the Section 177 of the Companies Act, 2013 for its Directors and employees.The details of this Policy are explained in the Corporate Governance Report which forms a part of this Annual Report and also hosted on the website of the Company at https://www.krosslimited.com/ corporategovernance-corporatepolicies

There were no instances of reporting under vigil mechanism during the financial year ended March 31, 2025.

18. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and is committed to provide a safe and secure working environment for all employees.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder and the same is hosted on the Companys website at https://www.krosslimited. com/corporategovernance-corporatepolicies. An Internal Complaints Committee (ICC) has also been set up to redress complaints received regarding sexual harassment.

During the year under review, no cases were filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The constitution of the Internal Complaints Committee are as follows;

Location: Jamshedpur

Name	Designation
Mrs. Anita Rai	Chairperson
Mrs. Alakananda Bakshi	External Member
Mrs. K Vijaya Padmabati	Member
Ms. Debolina Karmakar	Member

No complaints have been filed/ disposed of/ pending during the financial year ended March 31, 2025.

19. TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company is required to transfer dividends which have remained unpaid / unclaimed for a period of seven years to the Investor Education & Protection Fund (“IEPF”) established by the Government. Since there was no unpaid dividend, no amount was required to be transferred to IEPF and therefore transfer of unpaid dividend to Investor Education and Protection Fund (IEPF) is not applicable to the Company during the year under review.

20. CORPORATE GOVERNANCE REPORT

Corporate Governance Report along with a certificate from the Practicing Company Secretary confirming corporate governance requirements as stipulated under Regulation 27 of Listing Regulations forms part of report as Annexure 6.

21. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e) of Listing Regulations is presented in a separate section forming part of the Annual Report.

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, POST BALANCE SHEET DATE

No material changes and commitments have occurred between end of the financial year of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company.

23. INTERNAL FINANCIAL CONTROLS

According to Section 134(5)(e) of the Companies Act and Regulation 17(8) of SEBI (LODR) in terms of internal control over financial reporting, the term Internal Financial Control (‘IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls and the Board is responsible for ensuring that IFC are laid down in the Company and that such controls are adequate and operating effectively. The Company believes that strengthening of internal controls is an ongoing process and there will be continuous efforts to keep pace with changing business needs and environment.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Further there were no letters of internal control weaknesses issued by the Internal Auditor or the Statutory Auditors during the financial year under review.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i) of the Act forms part of the Audit Report.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company believes that as a responsible corporate citizen, it has a duty towards the society, environment, and the Country where it operates. The Companys sense of responsibility (which goes beyond just complying with operational and business statutes) towards the community and environment, both ecological and social, in which it operates is known as corporate social responsibility.

The Company has contributed to several organizations namely Gracious Aid Foundation, The Stray Army Charitable Trust, Tata Steel Foundation, Sagarbhanga Ramkrishnayan Seba Samity, Hamari Ladoo Foundation, Voluntary Blood Donation Association, LOYOLA JAMSHEDPUR, Tarumitra Centre, Local area spending towards Health Care Development by donating an Ultra Sound Machine and 50 no of anti-natal care services to the Anganwadi Centres in the District of Saraikela Kharsawan, where all the manufacturing units of the plant is situated, for fulfilling its CSR obligations for the financial year 2024-25 and ensuring compliance with provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder.

The amount of INR 8.14 Mn was spent by the Company during the financial year 2024-25 to fulfill its CSR obligations and ensure compliance with the provisions of the Companies Act, 2013 and the rules made thereunder.

The Company has adopted a Corporate Social Responsibility Policy in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 which can be accessed at https://www.krosslimited.com/corporategovernance- corporatepolicies. The Policy inter alia briefs the areas in which CSR outlays can be made, objectives, the various CSR Programs/ Projects which can be undertaken, implementation of the said programs and projects, criteria for identification of the implementing agencies, monitoring and evaluation mechanisms and annual action plan.

Further details of the CSR activities are contained in the Annexure - 7 to this Report.

25. INVESTOR RELATIONS (IR)

In compliance with Regulation 46 of the Listing Regulations, the Company promptly disseminates press releases and presentations regarding its performance on its website for the benefit of investors, analysts, and other shareholders immediately following the communication of financial results to the Stock Exchanges.

Additionally, the Company publishes quarterly financial results in prominent business newspapers and on its website.

Moreover, the Company conducts an investor call, following the declaration of financial results, to offer insights into its performance. This call, attended by the Chairman & Managing Director, Executive Director & CFO, and Investor Relations Team, is promptly transcribed, and audio recording is made available on the Companys website. Furthermore, the Company maintains regular communication channels with investors via email, telephone, and face-to-face meetings, including investor conferences, one-on-one meetings, and roadshows.

Recognizing the importance of transparent communication, the Company ensures that material developments related to the Company, which could potentially impact its stock price, are disclosed to stock exchanges in accordance with the Companys Policy for Determination of Materiality of events or Information.

26. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. As the Company has not accepted any deposit during the financial year under review there is no noncompliance with the requirements of Chapter V of the Act.

27. CHANGE IN THE NATURE OF BUSINESS

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

28. LISTING OF SHARES

The Equity Shares of the Company were listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on September 16, 2024 through Initial Public Offering (“IPO”).

29. REGISTRAR AND SHARE TRANSFER AGENT

The Share Transfer and other activities are being carried out by M/s KFin Technologies Limited (CIN: L72400MH2017PLC444072) (earlier Kfin Technologies Private Limited), Registrar and Share Transfer Agent from the following address: -

Registered Address: 301, The Centrium, 3rd Floor, 57, Lal Bahadur Shastri Road, Nav Pada, Kurla (West), Mumbai, 400 070, Maharashtra.

Address for Correspondence / Operations Centre:

Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana, India - 500 032.

30. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANYS SECURITIES

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has complied and formulated a Code of Conduct for Prevention of Insider Trading Policy, which prohibits trading in shares of the Company by insiders while in possession of unpublished price sensitive information in relation to the Company and can be accessed on the Companys website through the following link https://www. krosslimited.com/corporategovernance-corporatepolicies

The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by way of dealing in securities of the Company by its Designated Persons. Ms. Debolina Karmakar, Company Secretary and Compliance Officer of the Company is authorized to act as Compliance Officer under the Code.

The code is applicable to all directors, designated persons and their immediate relatives and connected persons who have access to unpublished price sensitive information.

Further, the Company has maintained a Structural Digital Database (SDD) pursuant to provisions of regulations 3 (5) and (6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

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

32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During the Financial Year 2024-25, the Company has complied with all the relevant provisions of the applicable mandatory Secretarial Standards i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively issued by the Institute of Company Secretaries of India, and notified by Ministry of Corporate Affairs.

33. GENERAL DISCLOSURES Your directors state that:

1. No material changes and commitments affecting the financial position of the Company have occurred from the close of the financial year ended March 31, 2025 till the date of this report.

2. There was no change in the nature of business of the Company during the financial year ended March 31, 2025.

3. During the year, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future.

4. During the financial year under review no disclosure or reporting is required with respect to issue of equity shares with differential rights as to dividend, voting or otherwise, issue of Sweat equity shares and Buyback of shares.

5. During the Financial Year under review, the Company neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

6. The Company serviced all the debts & financial commitments as and when they became due with the bankers or Financial Statements. Further the company has unsecured loans from the executive directors as disclosed in the Financial Statement as on March 31, 2025.

7. The Company does not have any Holding / Subsidiary/ Associate/ Joint Venture company as on March 31, 2025.

8. 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: - Not applicable.

ACKNOWLEDGEMENT

Your directors place on records their sincere appreciation for the continued co-operation and support extended to the Company by all the stakeholders. Your directors also place on record sincere appreciation of the continued hard work put in by the employees at all levels, amidst the challenging time.

The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company and its management and also thank the Companys vendors, investors, business associates, Central/State Government and various departments and agencies for their support and co-operation.

		For and on behalf of the Board
	Sd/-	Sd/-
	Sudhir Rai	Kunal Rai
Place: Jamshedpur	Chairman & Managing Director	Whole Time Director (Finance) and CFO
Date: August 08, 2025	(DIN: 00512423)	(DIN: 06863533)