Krypton Industries Ltd Directors Report

Dear shareholders,

Your directors present at the 35 th Annual Report together with the audited accounts of your company for the year ended 31 st March 2025.

1. FINANCIAL RESULTS

During the year under review, the company achieved an aggregate income of Rs 4749.29 Lakhs. The highlights of the financial results are as under:

	Standalone		Consolidated
	Amount in in000)		Amount in p in000)
	Current Year	Previous Year	Current Year	Previous Year
	2024-25	2023-2024	2024-25	2023-2024
Revenue from Operation	4,68,355.15	4,13,736.56	4,68,355.15	4,27,439.37
Other Income	6,573.97	3,180.86	5,010.87	3,953.77
Gross Total Income	4,74,929.12	4,16,917.42	4,73,366.02	4,31,393.14
Profit before Interest, Depreciation & Tax	65,738.98	52,731.30	56,548.95	49,674.67
Interest	23,903.42	16,171.47	23,899.91	16,173.06
Depreciation	15,276.48	15443.10	15,276.48	16,293.93
Profit before Exceptional Items & Extraordinary items and tax	26,559.08	21,116.73	17,372.56	17,207.68
Exceptional Items			-
Profit before Tax and after Exceptional Items & Extraordinary Items	26,559.08	21,116.73	17,372.56	17,207.68
Current Tax	6,534.79	7,300.00	6,534.79	7,300.00
Deferred Tax	6,908.64	(14,56.87)	6,908.64	(1,456.87)
Profit after Tax	13,115.65	15,273.60	3,929.13	11,364.55
Other Comprehensive Income, net of tax	[2,468.11)	(314.90)	(2,468.11)	331.59
Total Comprehensive Income	10,647.54	14,958.70	1,461.02	11,696.14

The Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

Consolidated Financial Statements

As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and in accordance with the Indian Accounting Standard (Ind-AS) 110, Consolidated Financial Statements (CFS) of the Company form part of the Annual Report and are reflected in the consolidated financial statements of the Company. These statements have been prepared on the basis of audited financial statements received from the subsidiary as approved by their respective Boards.

1. OVERVIEW AND REVIEW OF OPERATION

A review on division wise performance of the company is furnished below: -

Tyre Division

The total income of the Tyre division for the year 2024-25 amounted to Rs51.01 lakhs compared to R 803.13 lakhs in the previous year. The unit reported Loss during the year amounted to Rs (255.76) lakhs as compared to previous year loss of R (128.04) lakhs.

Due to continued adverse shipping conditions both in terms of lead time & costs exports & imports became expensive which leads to higher input costs and uncompetitive exports. Raw materials prices have grown more than 70% from pre-covid levels which we could not pass entirely to our customers which has affected our bottom line. We are very hopeful that this situation will improve in current financial year.

Sadhurhat division

The unit is engaged in manufacturing MCP Tubeless Tires & Rehab Care Products for domestic market. The unit reported an income for the year 2024-25 amounted to Rs 1286.31 lakhs as compared to the previous year Rs 1,398.45 Lakhs and the unit reported the Profit before tax for the year 2024-25 of Rs 209.351akhs compared with previous year of Rs 205.81 lakhs.

This unit has further increased its profit margin from last year. Also, we have increased our topline impressively. We further believe that we can grow higher than industry average. We are very confident for coming years as there are certain bicycle companies & other mobility companies which are showing interest in our product as we can offer our unique product with no competitors in India. We hope to see very positive outcome in coming year

Wheel division

The total income of this unit for the year 2024-25 amounted to Rs 1617.10 lakhs compared to Rs 1355.22 lakhs in the previous year. The unit reported the profit before tax for the year 2024-25 amounted to Rs 213.87 lakhs compared with previous year of Rs 390.31 lakhs.

Plastic division

The total income of this unit for the year 2024-25 amounted to Rs 327.80 lakhs compared to Rs 303.09 lakhs. The unit reported the profit before tax for the year 2024-25 amounted to Rs 59.66 lakhs compared with previous year of Rs 71.91 lakhs.

Footwear division

The total income of the footwear division for the year 2024-25 amounted to Rs 298.74 lakhs compared to Rs 221.70 lakhs in the previous year. The unit reported loss of Rs (65.29) lakhs during the year compared to loss of Rs (60.50) lakhs in the previous year.

Engineering division

The total income of this unit for the year 2024-25 amounted to Rs 2,912.95 lakhs compared to Rs 2,005.58 lakhs in the previous year.

The unit reported Profit during the year amounted to R 85.04 lakhs compared to loss of R (260.87] lakhs.

Despite many challenges we had very good growth in topline from last year. We have increased our topline impressively but losses were flat due to further increase in raw material prices abruptly and we could not pass on the increased prices to customers due to cheaper imports and reluctance of customers to buy in high prices. We are very hopeful to deliver growth of 15% CAGR for next 3 yea? As per current government policies, they are pushing hard in this segment with focus on Divyang for sustained living.

The Indian Rehab Care Equipment Market has accepted the Brand iCare which was very encouraging for our company but we need to push on sale further to strengthen our brand value.

Company has always taken a long-term view of this business and the company is also in process to come with more similar products for the disabled persons in the coming year. And the company is also expecting very high demand due to weaker rupee and stronger USD & Chinese Yuan due to which we will be very competitive not only in India but all around the world.

Exporting wheelchairs to the U.S. and other global markets presents a significant opportunity for companies to reach a broad customer base. By focusing on this market, manufacturers can tap into a well-established distribution network and benefit from the U.S.s advanced healthcare infrastructure. Additionally, exporting to the U.S. allows companies to leverage its extensive consumer market, potentially leading to increased sales volumes and expanded brand recognition on a global scale.

2. TRANSFER TO ANY RESERVES:

During the year under review, the Company do not propose to transfer any sum to any reserves.

3. DIVIDEND

Company is pleased to recommend a final Dividend of ? 1 per equity shares of face value of ? 10/- each for the financial year ended 31 st March 2025, subject to the approval of members The final Dividend, if declared by the members at the ensuing 35 th Annual General Meeting of the Company will be paid within 30 days from the conclusion of 35 th Annual General Meeting subject to deduction of tax at source as applicable to the members whose name appears on the Companys register of members and in respect of the shares held in dematerialised mode to the members whose name are furnished by the National Securities Depository Limited and Central Depository Services Limited as beneficial owners as on that date the

4. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

The Company shall transfer the unclaimed dividend amount to the Investor Education and Protection Fund (IEPF) after the completion of seven years from the date of transfer to the Unpaid Dividend Account, in accordance with the provisions of Section 124(5] of the Companies Act, 2013 and the applicable rules made thereunder.

5. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025 in the form of MGT 7 in accordance with Section 92(3] and 134(3](9] of the Act as amended from time to time and the Companies (Management and Administration] Rules, 2014 is available on the Website of the company at www.krvptongroup.com

6. MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year to which this financial statement relates and the dates of this Report.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company had incorporated a Wholly Owned Subsidiary in the name and style of Krypton Europe S.R.O., a limited liability company, at Nadraznr 48, 514 01, Jilemnice, Czech Republic on 06th November, 2019. The primary objective of setting up this entity was to establish a marketing and trading outfit to explore European markets for Rehab Care products.

However, the said subsidiary has since been sold, and ceased to be associated with Krypton Industries Limited with effect from 28th February, 2025.

The Companys Subsidiary namely TCB Industries Private Limited, a wholly owned subsidiary, registered in West Bengal (CIN: U32509WB20323PTC263170]. The Company is engaged in trading of Wheel Chair and other Hospital Equipment.

In accordance with Section 129(3] of the Companies Act, 2013, the consolidated financial statements of the company have been prepared, which forms part of this Annual Report. Further, the report on the performance and financial position of the subsidiary in the prescribed form AOC- 1 is annexed as Annexure III to this report.

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year, Mr. Probal Chakraverty (DIN- 08093945] was appointed as a Director on 31st August, 2024, upon the completion of tenure of Mr. Pradeep Kumar Singh, who accordingly resigned from the Board.

Further, Mr. Sanku Biswas (DIN: 10997705] was appointed on 15th March, 2025, in place of Mr. Ravi Prakash Pincha, whose tenure had also come to an end.

Additionally, Mr. Siddhartha Bardia was appointed as the Chief Financial Officer (CFO] of the Company on 14th November, 2024, in place of Mr. Nitin Goel, who resigned from the said position on 31st August, 2024.

9. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declaration of independence, stating that:

a. They continue to fulfill the criteria of independence provided in Section 149(6] of the Act along with Rules framed thereunder and Regulation 16(l](b]; and

b. There has been no change in the circumstances affecting his/their status as Independent Directors of the Company.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct In terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure] and compliance of the Online proficiency self- assessment test (unless exempted] with the Indian Institute of Corporate Affairs (IICA].

The Board opined and confirm, in terms of Rule 8 of the Companies (Account] Rules, 2014 that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

10. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

The Company has duly followed the applicable Secretarial standards, relating to Meeting of the Board of Directors (SS-1] and General Meeting (SS-2], issued by the Institute of Company Secretaries of India (ICSI].

11. BOARD MEETINGS:

During the year under review, the Board met 08 times. The intervening gap between the two consecutive Board Meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Act and the Listing Regulations.

Following is the attendance of each of the Directors at the Board Meetings held during the period under review:

SI No	Date of Meeting	Total No. of Directors as on date of Meeting	Attendance
			No. of Directors attended	% of Attendance
1	30.05.2024	05	05	100
2	18.06.2024	05	05	100
3	05.08.2024	05	05	100
4	31.08.2024	05	05	100
5	14.11.2024	05	05	100
6	11.12.2024	05	05	100
7	13.02.2025	05	05	100
8	15.03.2025	05	05	100

14. COMMITTEES OF THE BOARD: a. AUDIT COMMITTEE

The Composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Act All members of the Committee are financially literate and have accounting or related financial management expertise.

The Terms of reference broadly includes the following:

i. the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

ii. review and monitor the auditors independence and performance, and effectiveness of audit process;

iii. examination of the financial statement and the auditors report thereon;

iv. approval or any subsequent modification of transactions of the Company with related parties;

v. Scrutiny of inter- corporate loans and investments;

vi. valuation of undertaking or assets of the Company, wherever it is necessary;

vii. evaluation of internal financial control and risk management systems;

viii. monitoring the end use of funds raised through public offers and related matter The Terms of reference of the committee can be accessed at www.kryptongroup.com The Audit Committee consists of the following members:

i. Mr. Probal Chakraverty

ii. Mr. Pradeep Kumar Singh (resigned on 31.08.2024)

iii. Mr. Jay Singh Bardia

iv. Mr. Ravi Prakash Pincha

v. Mr. Sanku Biswas (resigned on 18.03.2025)

During the year under review, the Audit Committee met 07 times.

All the recommendations of the Audit Committee were accepted by the Board during the year under review.

Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:

SI No	Date of Meeting	Total No. of Directors as on date of Meeting	Attendance
			No. of Directors attended	% of Attendance
1	30.05.2024	03	03	100
2	18.06.2024	03	03	100
3	05.08.2024	03	03	100
4	31.08.2024	03	03	100
5	14.11.2024	03	03	100
6	11.12.2024	03	03	100
7	13.02.2025	03	03	100

b. NOMINATION AND REMUNERATION COMMITTEE

The Composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act

The Nomination and Remuneration Policy of the Company contains the guidelines on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3).

The Nomination and Remuneration Committee consists of the following members:

i. Mr. Probal Chakraverty

ii. Vimala Devi Bardia

iii. Mr. Sanku Biswas

iv. Mr. Ravi Prakash Pincha (resigned on 18.03.2025]

During the year under review, the Nomination and Remuneration Committee met 06 times.

Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:

SI No	Date of Meeting	Total No. of Directors as on date of Meeting	Attendance
			No. of Directors attended	% of Attendance
1	18.06.2024	03	03	100
2	05.08.2024	03	03	100
3	31.08.2024	03	03	100
4	14.11.2024	03	03	100
5	11.12.2024	03	03	100
6	15.03.2025	03	03	100

C. STAKEHOLDER AND RELATIONSHIP COMMITTEE

The Composition of the Stakeholder and Relationship Committee and terms of reference are in compliance with the provisions of Section 178 of the Act

The Stakeholder and Relationship Policy of the Company provides clear guidelines for building and maintaining fair and transparent relationships with all its stakeholders

The Stakeholder and Relationship Committee consists of the following members:

i. MRs Vimala Devi Bardia

ii. Mr. Digvijay Singh Bardia

iii. Mr. Ravi Prakash Pincha (resigned on 18.03.2025]

iv. Mr. Sanku Biswas

During the year under review, the Stakeholder and Relationship Committee met 04 times.

Following is the detail of the attendance of each of the members of Stakeholder and Relationship Committee at its Meeting held during the year under review:

SI No	Date of Meeting	Total No. of Directors as on date of Meeting	Attendance
			No. of Directors attended	% of Attendance
1	30.05.2024	03	03	100
2	18.06.2024	03	03	100
3	11.12.2024	03	03	100
4	13.02.2025	03	03	100

15. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(3)(c] of the Companies Act, 2013, your Directors hereby states:

That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed with proper explanation relating to material departures if any;

That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit of your company for that period.

That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.; and

That the directors have prepared the annual accounts on a going concern basis and

That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively, and

That the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. MAINTENANCE OF COST RECORDS:

The Company is not required to maintain Cost Records as specified by the Central Government under Section 148 (1) of the Act.

17. CAPITAL STRUCTURE:

There is no change in the Authorised Share Capital and Paid-up Share Capital of the Company during the year under review.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of the loans given, Investments made, Guarantees or Securities provided during the year have been disclosed under the Note no. 5,6 &14 to the financial statement. However, the company has complied with the provision of sec 186 of the companies Act, 2013.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT 2013:

All transactions/ contracts/arrangements entered with the Related Parties during the financial year were in the Ordinary course of business and on arms length basis and without any conflict of interest. Moreover, the company has not entered into any transaction of material nature with the promoters, directors, management, subsidiaries or any significant related party during the financial year that may have potential conflict with the interests of the company at large.

Since all the related party transactions entered into by the Company were in the ordinary course of the Business and on an arms length basis. Thus, no transaction is being reported in Form AOC-2.

The details of the transactions/ contracts /arrangements held with the related parties have been disclosed in the Notes to the financial statements. A framed Policy on Related Party Transactions duly adopted by the Board is available on the Companys website www.kiyptongroup.com.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as required under clause (m) sub section (3] of section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rule, 2014 is annexed herewith in Annexure I.

21. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In accordance with the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board of Directors of the Company is responsible for framing, implementing and monitoring the Risk management plans of the Company. The Company has also framed a Risk Management Policy defining the roles and responsibilities of the Committee and the same has been approved by the Board of Directors of the Company.

The Risk Management Policy is available on the website of the company atwww.krvptongroup.com.

22. CORPORATE SOCIAL RESPONSIBILITY

The Provision of Section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 are not applicable to the Company and hence, your Company is not required to adopt the CSR Policy or constitute CSR Committee during the year under review.

23. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:

There were no significant & material orders passed by the regulators or courts or tribunal which would impact the going concern status and future operations of the company.

24. VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM:

In accordance with the provision of the Companies Act, 2013 read with the Rules made therein and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, every listed company shall establish a Vigil Mechanism for the directors and employees to report their genuine concerns and grievances. A framed Vigil Mechanism is available on the companys website, www.kryptongroup.com..

The Audit Committee is entrusted with the responsibility to oversee the Vigil Mechanism.

25. DEPOSITS:

During the year under review, the Company has neither invited nor accepted any fixed deposits from the public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

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

As per the provisions of Section 178(3) of the Act, on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors had approved a Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Directors, Key Managerial Personnel and other Employees. The Policy also provides the criteria for determining qualifications, positive attributes and Independence of the Director and criteria for appointment of Key Managerial Personnel/ Senior Management while making the selection of the candidates. Pursuant to Section 134(3) of the Act, the Nomination and Remuneration Policy of the Company is available on the website of the Company at www.kryptongroup.com.

27. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

The Remuneration paid to the Director, Key Managerial Personnel and Senior Management is as per the Companies Act, 2013 and is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act 2013.

28. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTOR:

The Independent Director are regularly informed during meetings of the Board and Committees on the business strategy, business activities, manufacturing operations and regularly updates. The Directors when they are appointed are given a detailed orientation on the Company, industry strategy, policies and Corporate Social Responsibilities initiatives of the Company. The details of familiarization programs provided to the Directors of the Company is available on the website of the Company at www.krvptongroup.com.

30. BOARD EVALUATION:

The annual evaluation of performance of the Board of Directors, its committees, Chairman and individual Directors for the year under review was conducted in accordance with the provisions of the Companies Act, 2013. Information on the process of the formal annual evaluation made by the Board of its own performance and that of its committees, Chairman and Individual Director is available on the website of the Company at www.kryptongroup.com.

31. REGISTRAR AND SHARE TRANSFER AGENT:

During the year under review, Maheshwari Datamatics Private Limited was the Registrar and Transfer Agent of the Company.

32. DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company has implemented Krypton Employees Stock Option Scheme for the eligible employees of the Company vide Special Resolution passed by the Members at the Annual General Meeting of the Company held on 28th September, 2024. While the Scheme has been duly adopted, no stock options have been granted to any employees till date, as the Company is yet to take a final decision on the grant of options in accordance with the Scheme.

33. STATUTORY AUDITORS:

M/s P. K. Luharuka & Co., Chartered Accountants (Firm Registration no. 322020E), was appointed as Statutory Auditors of the Company at the Annual General Meeting on September 27, 2022 for a term of 5 years to hold office till the conclusion of the 35th Annual General Meeting. The Company has received consent of the Auditors for continuation of office for the current year.

The Board of Directors at its meeting held on 30th May, 2025, on the recommendation of the Audit Committee, has approved the extension of the appointment of M/s. P.K. Luharuka & Co., Chartered Accountants (Firm Registration No. 322020E), as the Statutory Auditors of the Company for a further period of 2 (two) years, upon completion of their existing 3-year term, thereby completing a total tenure of 5 (five) years, subject to the approval of the shareholders at the ensuing Annual General Meeting.

The observations made by the Statutoiy Auditors in their report for the financial year ended 31st

March 2025 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark.

34. SECRETARIAL AUDITORS:

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company have appointed, S. Dalmia & Associates, Practicing Company Secretary (COP 19603), as the Secretarial Auditor to conduct an audit of the Secretarial record for the financial year 2024-2025 based on the consent received from them. The Secretarial Audit Report for the financial year 2024- 25 under the act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure II to this Report.

35. EXPLANATION/COMMENTS ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS AND COMPANY SECRETARY IN THE AUDIT REPORTS:

There is no qualifications, reservations, adverse remark or disclaimer in Auditors Report and Secretarial Auditors remarks.

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

During the year under review, no complaint pertaining to sexual harassment at work place has been received by the Company.

37. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provision of the Maternity Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act 1961, including paid maternity leave and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR Policies are in place to upload the spirit and letter of the legislation.

38. GENDER WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 129

Female Employee: 14

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

39. INTERNAL AUDIT:

At the beginning of each financial year, an audit plan is rolled out with approval of the Companys Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

40. INTERNAL FINANCIAL CONTROL RELATED TO FINANCIAL STATEMENTS:

The Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures and policies, ensuring efficient and orderly conduct of its business, including adherence to the Companys policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has adequate Internal Financial Control System that is operating effectively during the year under review.

There were no instances of fraud which necessitates reporting of material mis-statement to the Companys operations.

41. REPORTING OF FRAUDS:

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.

42. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review and till date of this Report, the Company has neither made any application against anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

43. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VAULATION 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:

The Company has neither availed any loan from banks or financial institution and hence there is no application being ever made for One Time Settlement (OTS) with any banks or financial institution.

44. ISO 9001-2015, ISO 138455, IS 7454

Your company operates in ISO 9000 quality assurance system as per the ISO 9001-2015 standards. The Audit was duly carried out during the year 2024-25. The new standards are mainly customer oriented and they will help our Company to get much better controls to improve with best customer satisfaction standards.

The company has been granted the license by Bureau of Indian Standards (BIS) to use Standard Mark i.e. IS 7454 in respect of Rehabilitation equipment- Wheelchairs Folding and Adult size according to which we will manufacture highest quality of wheelchairs as per the specification.

45. ACKNOWLEDGEMENT:

The Board of Directors places on record its gratitude to the government and regulatory authorities, correspondent banks, for their support. The Board acknowledges the support of the shareholders and also places on record its sincere thanks to its valued client for its continued patronage. The Board also appreciates to all employees of the Company for their sincere work and commitment

Cautionary Note:

Certain statements made in the Directors Report and Management Discussion & Analysis Report which seek to describe the companys objectives, projections, estimates, expectation or predictions etc may constitute forward looking statements within the meaning of applicable laws and regulations. Actual result may dijfer from such expectations, projections, etc., whether express or implied. Several factors could make significant difference to the Companys operations. These include climatic conditions and economic conditions affecting demand and supply, government regulations and taxation, natural calamities, etc. which the company doesnt have any direct control.

	Jay Singh Bardia	Probal Chakraverty
	Managing Director	Director
Date: 30.05.2025	DIN: 00467932	DIN: 08093945