Krupalu Metals Ltd Directors Report

Dear Shareholders

Your Directors are pleased to present the 18th Annual Report on the business and operations of the company together with the Audited Financial Statements for the year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended March 31, 2026 along with previous years figures is summarized below:

Particulars	Amount (in lakhs)
	31st March,2026	31st March,2025
Revenue from Operations	6,225.78	4,838.61
Other income "	1.06	10.98
Total Income	6226.84	4849.59
Cost of materials consumed	5,962.00	4,481.06
Changes in inventories of Fin Goods, WIP & Stock-in-Trade	(581.97)	(99.62)
Employee Benefits expenses	49.44	41.57
Finance Costs	69.52	78.20
Depreciation and amortization expenses "	15.55	15.67
Other Expenses "	323.53	45.25
Total Expenses	5838.07	4,562.14
Profit / (Loss) before tax	388.77	287.45
Current Tax	111.98	72.95
Deferred Tax	0.44	0.74
Profit/(Loss) for the year	277.23	215.09
Basic& diluted loss per equity share	5.54	5.38

2. FINANCIAL PERFORMANCE AND STATE OF THE COMPANYS AFFAIRS

The Company has earned a net profit after tax of INR 2,77,23,000/- (Rupees Two Crore Seventy- Seven Lakh Twenty-Three Thousand Only) for the current Financial Year i.e. 2025-26 whereas net profit after tax in the previous Financial Year, i.e. 2024-25 was INR 2,15,09,000/- (Rupees Two Crore Fifteen Lakh Nine Thousand Only). These financial results are presented in the Statement of Profit & Loss and are self-explanatory. Your directors are hopeful of generating more revenues and focusing further growth in coming years.

3. TRANSFER OF AMOUNT TO RESERVES

Pursuant to provision of section 134(1)(j) of the Companies Act, 2013,

• Rs. 1031.53 Lakhs were transferred, being the Security Premium. and

• Rs. 479.14 Lakhs being the Profit of the period to the general reserves account of the Company during the year under review.

The company has a closing balance of Rs. 1510.67 Lakhs (Rupees Fifteen Crore Ten Lakh Sixty- Seven Thousand Only approx.) as Reserves and Surplus as on 31.03.2026.

4. CHANGE IN NATURE OF BUSINESS

Krupalu Metals Limited is a public limited company listed on the SME Platform of BSE, with its equity shares listed and admitted to trading with effect from 16th September 2025. The Company is engaged in the manufacturing of a wide range of brass and copper products and has established itself as a reliable manufacturer catering to the diverse requirements of various industries.

The Company specializes in the manufacturing of brass and copper sheets and strips, metal components, and the execution of various job work services. Its product portfolio includes cutting components, inserts, pipe fittings, profiles, terminals, electrical components, bus bars, and several other customized brass and copper products manufactured to meet specific customer requirements. In addition to its manufacturing operations, the Company is also engaged in the trading of raw materials, enabling it to maintain a robust supply chain and efficiently serve the evolving needs of its customers across diverse industrial sectors.

5. DECLARATION OF DIVIDEND:

In order to conserve resources and strengthen the financial position of the Company for its future growth and business prospects, the Board of Directors has not recommended any dividend for the financial year 2025-26.

6. SHARE CAPITAL AND CORPORATE ACTION Authorised share capital

The Authorized share capital of the Company is Rs. 6,00,00,000/- divided into 60,00,000 equity shares of Rs. 10 each as on Financial Year ended 2025-2026.

Issued. Subscribed & Paid-Up Capital

At the beginning of Financial Year 2025-26, the paid-up capital of the company stood at Rs. 4,00,00,000/- (Rupees Four Crores Only) divided into 40,00,0000 equity shares of Rs. 10 each.

During the year Company has issued and allotted 18,72,000 Equity Shares of ^10/- each for cash price at a price of ^72/- per share inclusive of a premium by way of Initial Public Offer opens September 08, 2025, and closes on September 10, 2025.

Consequently, the Paid-up Capital of the Company is increased to Rs. 5,87,20,000/- divided into 58,72,000 Equity Shares of Rs. 10/- each and entire equity shares of the company were listed on SME Platform of BSE w.e.f. 16th September, 2025.

7. DEMATERIALIZATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No. INE0XZB01017 has been allotted for the company. Therefore, the investors may keep their shareholding in the electronic mode with their depository Participant 100% of the Companys paid-up Share Capital is in dematerialized form as on 31st March, 2026.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Equity shares of the Company were listed on BSE under SME segment with effect from 16th September, 2025. No other changes were made during the Financial Year 2025-26.

9. DEPOSIT

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under reporting and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

10. DETAILS OF HOLDING/SUBSIDIARIES/IOINT VENTURE/ASSOCIATE COMPANIES

As on March 31, 2026, the Company does not have any subsidiary or joint venture or associate company.

11. LISTING STATUS:

The Companys equity shares are listed on SME Platform of BSE with Symbol KRUPALU on 16th September, 2025.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Directors & Key Managerial Personnel (KMP)

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As on the date of the report, your company has the following Directors and Key Managerial Personnel:

Sr. No.	Name of Director	Designation	DIN	Date of Appoint ment	Date of Resig natio n
1	Jagdish Parsottambhai Katariya	Managing Director	0251335 3	05-03- 2009
2	Navinbhai Katariya	Executive -Director	0657856 5	27-05- 2013	-
3	Anjali Hukum Bhai Jeshani	Non-Executive- Director	1069275 3	05-08- 2024
4	Anandbhai Nalinbhai Pathak	Independent Director	1054380 0	27-03- 2024	-
5.	Nikita Gaurav Tank	Independent Director	1055518 7	05-08- 2024	-
6.	Ranjna Kumari	Company Secretary	-	28-01- 2026	-
7.	Urmi Katariya	Chief Financial Officer	-	05-08- 2024	-

Changes in the Management of the company during the F.Y. 2025 - 2026:

• During the year, Ms. Pooja Gupta, Company Secretary and Compliance Officer have resigned from the office w.e.f. 31st October, 2025

• Ms. Ranjna Kumari has been appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 28th January, 2026.

b) Details of Board meetings

The Board of the company regularly meets to discuss various business opportunities. Additional Board Meetings are convened as and when required to discuss and decide on various business policies, strategies and other businesses.

During the financial year 2025-26, the Board of directors duly met 7 (Seven) times and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose, details of which are given below:

• 30th April, 2025

• 17th May, 2025

• 23rd August, 2025

• 01st September, 2025

• 12th September, 2025

• 13th November, 2025

• 28 th January, 2026

c) Attendance of Directors in the Board Meeting:

Name of Director	No. of Board Meeting
	Number of Board Meetings eligible to attend	Number of Board Meetings attended
Jagdish Parsottambhai Katariya	7	7
Navinbhai Katariya	7	7
Anandbhai Nalinbhai Pathak	7	7
Nikita Gaurav Tank	7	7
Anjali Hukum Bhai Jeshani	7	7

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance.

The Directors expressed their satisfaction with the evaluation process and outcome. The performance of each of the non-independent directors was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.

d) DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET REAPPOINTED:

Mr. Navinbhai Katariya (DIN: 06578565) the Director of the company, who retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The detailed profile of Mr. Navinbhai Katariya has been included in the Notice convening the ensuing AGM.

The Company has received consent in writing to act as director in Form DIR-2 and intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that they are not disqualified under section (2) of section 164 of the Companies Act, 2013. The Board considers that his association would give immense benefit to the Company and it is desirable to avail his services as Directors.

Accordingly, the Board recommends the resolution related to the appointment of above directors for the approval of shareholders of the company.

e) REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK:

All the Independent Directors of the Company have been registered under the Independent Directors Databank maintained by Indian Institute of Corporate Affairs.

13. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(6) of the Companies Act, 2013, and the rules made thereunder, the Company has received declarations from Mr. Anandbhai Nalinbhai Pathak (DIN -10543800) and Mrs. Nikita Gaurav Tank (DIN -10555187) Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and are not disqualified from continuing as Independent Directors of the Company.

These declarations confirm that they are independent of the management and possess the requisite integrity, expertise, and experience to serve on the Board as Independent Directors. The Board of Directors places on record its deep appreciation for the valuable contributions made by the Independent Directors in guiding the Company towards sustained growth and governance excellence.

14. COMMITTEES OF BOARD:

The Company has duly constituted and reconstituted the following statutory Committees in terms of the provisions of the Act read with relevant rules framed thereunder during the reporting period and up to the date of this report:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

a) Audit Committee:

The Audit Committee of the Company is constituted as on 3rd October,2024 in line with the provisions of Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

Name of the Members	Designation	Nature of Directorship
Anandbhai Nalinbhai Pathak	Chairperson	Independent Director
Nikita Gaurav Tank	Member	Independent Director
Anjali Hukambhai Jeshani	Member	Non-executive Director

All the members of the Committee have accounting and financial management expertise. The Company Secretary is the secretary to the committee.

The Audit Committee has been authorized to look after the following major functions:

(a) To recommend for appointment, remuneration and terms of appointment of auditors of the company;

(b) To review and monitor the auditors independence and performance, and effectiveness of audit process;

(c) T o examine the financial statement and the auditors report thereon;

(d) To approve or any subsequent modification of transactions of the company with related parties;

(e) T o conduct scrutiny of inter-corporate loans and investments;

(f) To evaluate undertakings or assets of the company, wherever it is necessary;

(g) To evaluate internal financial controls and risk management systems;

(h) To monitor the end use of funds raised through public offers and related matters.

(i) To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company.

(j) To investigate into any matter in relation to the items specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

(k) The Audit Committee functions in accordance with the terms of reference specified by the Board of Directors and ensures the integrity of the Companys financial reporting process, compliance with legal and regulatory requirements, and the adequacy of internal control systems.

(l) During the year, all recommendations of the audit committee were approved by the Board of Directors.

Meeting of Audit Committee

During the Financial Year under review 04 (Four) meetings of the Members of Audit Committee were held.

The dates on which the said meetings were held:

1. 12th May, 2026

2. 23rd August, 2025

3. 13th November, 2025

4. 15th February, 2026

b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted as on 3rd October, 2024 in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of Jall Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

Name of the Member	Designation	Nature of Directorship
Nikita Gaurav Tank	Chairperson	Independent Director
Anjali Hukambhai Jeshani	Member	Non-Executive Director
Anandbhai Nalinbhai Pathak	Member	Independent Director

The Committee has been authorized to look after following major functions:

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

3. To ensure that—

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

c. The policy so framed by the said Committee shall be disclosed in Boards Report to shareholders.

Meeting of Nomination and Remuneration Committee:

During the Financial Year under review 01 (one) meetings of the Members of Nomination and Remuneration Committee were held.

The dates on which the said meetings were held:

• 23rd August, 2025

• 28 th January, 2026

c) Stakeholders Relationship Committee:

The Company has constituted Stakeholder Relationship Committee as on 3rd October,2024 of Directors in compliance with provisions of section 178 of Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non- receipt of dividend/notices /annual reports, etc.

Name of the Members	Designation	Nature of directorship
Anandbhai Nalinbhai Pathak	Chairman	Independent Director
Nikita Gaurav Tank	Member	Independent Director
Anjali Hukambhai Jeshani	Member	Executive Director

Meeting of Stakeholders Relationship Committee:

During the Financial Year under review 01 (one) meetings of the Members of Stakeholders Relationship Committee were held.

The dates on which the said meetings were held:

• 23rd August, 2025

• 28th January, 2026.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on 23rd August, 2025 at Registered office of the Company at Plot No 4345, GIDC Phase-III, Dared Udhyognagar, Jamnagar, Gujarat, India, 361009.

16. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

• Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance.

• The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation.

• The directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, experience and expertise, performance of specific duties and obligations etc. were carried out.

• The Directors expressed their satisfaction with the evaluation process and outcome. The performance of each of the non-independent directors was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.

17. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act, 2013 for formulization of the criteria for determining qualifications, positive attributes and independence of Directors and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees. Further, the Directors and KMP of the Company are being paid remuneration as approved by the Shareholders and in accordance with the provisions of the Act and rules made thereunder.

18. 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 REASONS THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

19. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN RESPECT OF NON- DISQUALIFICATION OF DIRECTORS:

The Company has received the disclosures in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified under section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

However, as a company being listed on the SME platform of the Stock Exchange, Corporate Governance regulations are not applicable to the company and hence no Certificate for the same from the Practising Company Secretary is applicable to the company.\

20. CORPORATE GOVERNANCE REPORT:

“Corporate Governance Practices Are Reflection of Value Systems and which Invariably Includes our Culture, Policies and Relationships with our Shareholders.”

Integrity and transparency are key factors to our governance practices to ensure that we achieve and will always retain the trust of our stakeholders. Corporate Governance is about maximizing Shareholders value legally, ethically, and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect- minority rights in all our business decisions.

In-pursuance of Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 the compliance of Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) & para C, D, E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 is not applicable for a company having:

Paid up of 10 Crore or Net-worth of 25 Crore, in the immediate preceding financial year.

A listed entity which has listed its specified securities on the SME Exchange.

For the reporting period, company was an unlisted company and further securities of the Company listed at SME Platform of BSE on 16th September, 2025. Therefore, Corporate Governance Report as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company.

21. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the provision of section 125(2) of the Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by Central Government of India.

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the annual accounts for the year ended 31st March, 2026, 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 and 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; and

(e) 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.

23. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

As per the notes to financial statement annexed hereunder.

24. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, no funds were required to be transferred to Investor Education and Protection Fund.

25. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the Financial Year were on an arms length basis and were in the ordinary course of business as part of Companys philosophy of adhering to highest ethical standards, transparency and accountability.

All Related Party Transactions up to 31st March 2026 were placed before the Audit Committee and the Board for approval. The transactions entered pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its review on a quarterly basis.

The particulars of contracts or arrangements with related parties as defined under Section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed hereto and marked as Annexure - I and forms part of this Report.

26. SECRETARIAL STANDARD

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively, have been duly followed by the Company.

27. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making.

28. INTERNAL FINANCIAL CONTROLS

The Company is well equipped with internal financial controls. The Board of Directors of the

Company, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control.

The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis.

These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring:

• Orderly and efficient conduct of its business,

• Adherence to the respective companys policies,

• Safeguarding of its assets,

• Prevention and detection of frauds and errors,

• Accuracy and completeness of the accounting records,

• Timely preparation of reliable financial information, as required under the Act.

29. AUDITOR AND AUDITORS REPORT:

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

M/s K M Chauhan & Associates, Chartered Accountants, (Firm Registration No. 125924W), The Statutory Auditors have submitted their Audit Report on the Standalone Financial Statements of the Company for the financial year ended 31st March, 2026. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.

However, M/s K M Chauhan & Associates, Chartered Accountants, the Statutory Auditors of the Company, tendered their resignation from the office of Statutory Auditors with effect from 28th May, 2026, resulting in a casual vacancy in the office of the Statutory Auditors.

Pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and based on the recommendation of the Audit Committee and the approval of the Board of Directors, M/s Sunit M. Chhatbar & Co., Chartered Accountants (Firm Registration No. 141068W), has been appointed as the Statutory Auditors of the Company on May 28, 2026 to fill the casual vacancy caused by the resignation of M/s K M Chauhan & Associates, Chartered Accountants subject to the approval by the members of the Company at an ensuing AGM to be held for the F.Y. 2025-26.

30. COST AUDIT

The Provision is not applicable to the company for the reporting financial year.

31. SECRETARIAL AUDIT

M/s Sumit Bajaj & Associates, Practicing Company Secretaries (M. No.: 45042 and COP.: 23948) appointed as Secretarial Auditor for the Financial Year 2025-26. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026, is annexed herewith as Annexure-II.

Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

32. INTERNAL AUDIT

Internal Auditor of the Company for the financial year 2025-26 has submitted their report pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014. The Report of the Internal Auditors is reviewed by the Audit Committee

33. STATEMENT OF DEVIATION OR VARIATION

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations / LODR) there was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus dated 01st September, 2025, in respect of the Initial Public Offering of the Company.

34. DETAILS INRESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There was no instance of fraud during the year under reporting period, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder.

35. VIGIL MECHANISM POLICY

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behaviour.

The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companys code of conduct without fear of reprisal. The Company has set up a Direct T ouch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy.

The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded in the website of the company at https://www.krupalumetals.com/.

36. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. The company has been following the principle of risk minimization as it is the norm in every industry.

The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide decisions on risk related issues.

In todays Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. The Company has formulated a policy for Risk management with the following objectives:

• Provide an overview of the principles of risk management.

• Explain approach adopted by the Company for risk management.

• Define the organizational structure for effective risk management.

• Develop a “risk” culture that encourages all employees to identify risks and associated.

• Opportunities and to respond to them with effective actions. Identify, access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Companys human, physical and financial assets.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations other than the following:

38. CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with:

• Net worth of Rs. 500 Crores or more, OR

• Annual turnover of Rs. 1000 Crores or more, OR

• Net profit of Rs. 5 Crores or more,

During previous year, the Company was not required to constitute a CSR Committee. Krupalu Metals Limited does not fall in any of the above criteria during the year 2025-26.

Therefore, it is not mandatorily required to carry out any CSR activities or constitute any Committees under provisions of Section 135 of the Act.

39. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND 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 annexed herewith:

a) Conservation of energy

(i) the steps taken or impact on conservation of energy	Since the Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the Conservation of Energy and Technology Absorption are not applicable to it.
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipments

b) Technology absorption

(i) the efforts made towards technology absorption	Since the Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the Conservation of Energy and Technology Absorption are not applicable to it.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
the details of technology imported
the year of import;
whether the technology been fully absorbed
if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and Development	NIL

c) Foreign exchange earnings and Outgo

Earnings in Foreign Currency	NIL
Expenditure in Foreign Currency	NIL

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

During the year under the review, the Company has constituted/reconstituted internal complaint committee under the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to safeguard women at workplace. However, The Company has also the Policy of Prevention of Sexual Harassment of Women at Workplace.

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

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending for more than ninety days	NIL

41. APPLICATION/PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT UNDER REGULATION 34 READ WITH SCHEDULE V:

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) is presented in a separate section, forming part of as an Annexure III of Board Report.

43. COMPLIANCE WITH SECRETERIAL STANDARDS

Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of India, company has complied with the applicable secretarial standard i.e. SS-1 & SS-2 (Meetings of Board of Directors General Meetings) respectively, during the year under review.

44. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.

45. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31, 2026 and accordingly such accounts and records were not required to be maintained.

46. ANNUAL RETURN/ WEB ADDRESS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2026 is available on the Companys website https://www.krupalumetals.com/.

47. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION 1 OF SECTION 188 OF THE COMPANIES ACT, 2013:

During the year under review, contracts or arrangements entered into with the related party, as defined under section2(76) of the Companies Act, 2013 were in the ordinary course of business on arms length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per “Annexure-IV”.

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which forms the part of the notes to the Financial Statement.

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Companys Website at https://www.krupalumetals.com/.

48. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

S.No.	Particulars	Remark
1	The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.	During the financial year under report, remuneration was paid to any Director and Key Managerial Personnels of the Company for the financial year 2025-2026 is as provided below: Median Remuneration = 4.32 Lakhs
		a) Jagdishbhai Katariya: 1.13
		b) Navin Katariya: 0.87
2	The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.	a) Jagdishbhai Katariya: -50% (ManagingDirector)
		b) Navin Katariya: -50% (Executive Director)
		c) Urmi Katariya: 80.95% (Chief Financial Officer)
		d) CS Pooja Gupta: 75% (Company Secretary)
3	The percentage increase in the median remuneration o f employees in the financial year.	-20% (Median remuneration FY 24-25 = 5.43 Lakhs)
4	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 manageria remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.
5	Affirmation that the remuneration is as per the remuneration policy of the Company	It is hereby affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management Personnel is in accordance with the Remuneration Policy of the Company.
6	The number of Permanent employees on the Pay Rolls of the Company	08

During the financial year under report, remuneration was paid to any Director and Key Managerial Personnels of the Company for the financial year 2025-2026 is as provided below:

1. Jagdishbhai Katariya: Rs. 4.89 Lakh (ManagingDirector)

2. Navin Katariya: Rs. 3.75 Lakh (Executive Director)

3. Urmi Katariya: Rs. 6.08 Lakhs (Chief Financial Officer)

4. CS Pooja Gupta: Rs. 1.40 Lakhs (Company Secretary)

49. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.

50. CREDIT RATINGS:

Your Company being an SME Listed Company does not require obtaining credit rating for its securities.

51. REGISTRAR AND SHARE TRANSFER (RTA) AGENT INFORMATION:

M/s. Cameo Corporate Services Limited

Regd. Office: Subramaniam Building, 1,

Club House Road, Chennai-600 002

Phone: 28460390 (5 Lines), 40020700

E-mail: cameo@cameoindia.com

Website: www.cameoindia.com

SEBI Registration Number: INR000003753

52. WEBSITE DISCLOSURE

The Company maintains an updated website at https://www.krupalumetals.com/, which serves as a comprehensive resource for stakeholders, including shareholders, investors, and the general public. The website contains important information about the Companys operations, corporate governance policies, financial reports, statutory filings, and other relevant details.

53. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions on these items during the year under report:

(a) Issue of Equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.

(c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Companys customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries and associates for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the industry.

	By order of the Board of Directors
	For Krupalu Metals Limited
Date:01.08.2026	Sd/-	Sd/-
Place: Jamnagar	Jagdishbhai Parsotambhai Katariya	Navinbhai Katariya
	Managing Director	D irector
	DIN:02513353	DI N:06578565