Krypton Industries Ltd Directors Report

i. Mr. Probal Chakraverty

ii. Mr. Jay Singh Bardia

iii. Mr. Mukul Banerjee

iv. Ms. Vaishnavi Gupta

During the year under review, the Audit Committee met 06 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:

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. Mukul Banerjee

ii. Mr. Probal Chakraverty

iii. Mrs. Garima Bardia

iv. Ms. Vaishnavi Gupta

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:

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 provide clear guidelines for building and maintaining fair and transparent relationships with all its stakeholders

The Stakeholder and Relationship Committee consist of the following members:

i. Mrs. Garima Bardia

ii. Mr. Digvijay Singh Bardia

iii. Mr. Mukul Banerjee

iv. Ms. Vaishnavi Gupta

During the year under review, the Stakeholder and Relationship Committee met 06 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:

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 AND COST AUDIT:

The Company is maintaining Cost Records as per Section 148 (1) of the Companie Act, 2013. Further, Cost Audit is not applicable on the Company for the financial year ended 31st March, 2026.

17. CAPITAL STRUCTURE:

There is no change in the Authorised, Issued, Subscribed, and Paid-up Share Capital for the financial year ended 31st March, 2026 as compared with financial year ended 31st March, 2025.

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. kryptongroup. 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 at www. kryptongroup. 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. kryptongroup. com.

30. REGISTRAR AND SHARE TRANSFER AGENT:

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

31. DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company has not implemented the Scheme and no Employee Stock Options (ESOPs) have been granted, allotted or vested to any eligible employee during the year under review.

32. 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 37th

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 Statutory Auditors in their report for the financial year ended 31st March 2026 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.

33. SECRETARIAL AUDITORS:

Gyanendra Nahar & Co., Practising Company Secretary, was appointed as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30, at the 35th AGM held on September 23, 2025. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed and marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

34. 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.

35. 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.

Following are the details related to POSH as per Companies (Accounts) Second Amendment Rules, 2025:

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

36. 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.

37. 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, 2026.

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.

38. 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.

39. 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.

40. 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.

41. 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.

42. 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.

43. 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 2025-26. 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.

44. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulation") Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report and is appended as ANNEXURE-V to this Report.

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.