Your directors present their 35^th Annual Report on the affairs of the Company together with the Standalone and
Consolidated Audited Financial Statements for the Financial Year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

The summarized financial highlights for the year vis-a-vis the previous year are as follows:

OPERATIONAL PERFORMANCE

During the Financial Year ended 31^st March, 2025, your
Company has achieved on Standalone basis an operational
turnover of H72,190.67 Lakhs as compared to H86,662.61
Lakhs in the previous Financial Year and the Loss after Tax
is H449.56 Lakhs as compared to Profit of H2,141.47 Lakhs
in the previous Financial Year.

On a Consolidated basis, your Company has achieved an
operational turnover of H72,190.69 Lakhs as compared
to H86,662.61 Lakhs in the previous Financial Year and
Loss After Tax of H427.48 Lakhs as compared to Profit of
H2,192.97 Lakhs in the previous Financial Year.

The turnover and profitability was adversely effected due
to decrease in the institutional sale (Bulk sale) and down
trend in the price of PVC. However, the management of
the Company is hopeful to get the improved results in the
coming years.

DIVIDEND

Due to losses in the current year and to conserve the
accumulated resources for the business purposes your
directors didn't recommend dividend for the year. (Previous
year @ 20% {H0.20 per equity shares of Re. 1/-each on
4,96,03,520 Equity Shares aggregating to H99.21Lakhs}).

SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March 2025
was increased to H5,11,03,520 divided into 5,11,03,520
equity shares of Re.1/- each (Previous Year H4,96,03,520
divided into 4,96,03,520 equity shares of Re. 1/- each).

During the year under review 15,00,000 equity shares of
Re. 1/- each issued and allotted pursuant to conversion of
warrants into equity shares on 11^th February, 2025 at price
of H158.50 per share including premium of H157.50 per
share. The shares of the Company are listed and regularly
traded at the trading platform of BSE Ltd. and National
Stock Exchange of India Limited.

CHANGE IN CAPITAL STRUCTURE AND
LISTING AT STOCK EXCHANGES

Your company has issued 94,61,480 convertible warrants
of H158.50 convertible into 94,61,480 equity shares of H1/-
each at a premium of H157.50 per share within a period 18
(Eighteen) months from the date of issue of such warrants
at the option of the warrant holder to the Promotor and
Promoter group and others at the Board meeting held on
27^th July, 2024 through preferential issue under Section
62(1)(c) of the Companies Act, 2013 read with Companies
(Share Capital and Debentures) Rules, 2014 made

thereunder and as per SEBI (ICDR) Regulations, 2018, as
amended from time to time for which the in-principle
approval was also obtained by the company from BSE Ltd
and National Stock Exchange of India Limited.

Your Board would like to appraise that, out of the warrants
issued 15,00,000 warrants were converted into 15,00,000
equity shares of H1/- each at a premium of H157.50 per
share on 11^th February, 2025 resulting paid-up share capital
of the company was increased from H4,96,03,520 divided
into 4,96,03,520 to H5,11,03,520 divided into 5,11,03,520
equity shares of Re. 1/- each for which the listing approval

was received from BSE Ltd on 12^th March, 2025 and from
National Stock Exchange of India Ltd on 24^th March, 2025
and trading approval of the aforesaid 15,00,000 shares was
received from the BSE Ltd. and National Stock Exchange
of India Ltd on 8^th April, 2025.

As on 31^st March, 2025 your company hold 79,61,480
convertible warrants outstanding for conversion into the
equity shares of the Company at the option of the Warrant
holder. The summary of the warrants issued and converted
into the equity shares as at 31^st March, 2025 are as under;

CHANGE IN CONTROL AND NATURE
OF BUSINESS

There is no change in control and nature of business
activities during the period under review.

BUSINESS TRANSFER

There is no transfer of business during the period under
review.

TRANSFER TO RESERVES

During the year, the Company has credited H2362.50
Lakhs as a Security Premium Reserve upon the allotment
of 15,00,000 equity shares of Re.1/- each at a premium
of H157.50 per share. However, it has not transferred any
amount in the general reserves of the Company (Previous
Year the company has transferred H150.00 Lakhs).

EMPLOYEES STOCK OPTION SCHEME (ESOP)

The Board of directors, with a view to attracting and
retaining talent, to encourage employees to align
individual performance with the Company objectives
and to promote their increased participation in the
growth of the Company, on the recommendations of the
Nomination and Remuneration Committee (which also
acts as a Compensation Committee for implementation of
the Scheme) in its meeting held on 18^th June, 2024, have
approved 'Kriti Industries Employee Stock Option Plan
2024' ("ESOP 2024"/ "Plan") for not exceeding 15,00,000
(Fifteen Lakh) Employee Stock Options under which
stock options will be granted to the Eligible Employees, in
compliance with the provisions of the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.

Your Company has received a certificate from M/s. Ajit Jain
& Co., Practicing Company Secretaries, Secretarial Auditor
which is in compliance with Reg.14 of SEBI (SBEB & SE)
Regulations, 2021 and the same is annexed as Annexure A
and the copy of the same is also available at the website

of the company confirming that the ESOP Schemes viz.
"ESOP 2024" have been implemented in accordance with
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and in accordance with the resolution
passed by the members by way of a special resolution at
their meeting held on 15^th July, 2024 had approved the
ESOP 2024.

The company has applied for In-principle approval from
both the Stock exchange BSE Ltd. and National Stock
Exchange of India Ltd. which is in process with the stock
exchanges.

However, the Company has not provided any option to
the employees during the year under review.

The details as required to be disclosed under Regulation 14
of SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 in respect of Kriti Industries Employee
Stock Option Plan 2024' ("ESOP 2024"/ "Plan") are available
on the Company's website at www.kritiindustries.com.

MERGER OF KRITI AUTO & ENGINEERING
PLASTICS PVT. LTD. WITH THE COMPANY

The Board of Directors of the Company at its meeting
held on 9^th November, 2024 have approved the proposal
to amalgamate Kriti Auto & Engineering Plastics Pvt. Ltd.,
Wholly Owned Subsidiary with the Company. However,
no further action has been taken by the Company for the
implementation of the proposed merger.

DEPOSITS

Your Company has not accepted any deposit from
the public falling within the ambit of section 73 of
the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 and there were no
remaining unpaid or unclaimed deposits as on 31^st March,
2025. Further, the Company has not accepted any deposit
or loans in contravention of the provisions of Chapter V of
the Companies Act, 2013 and the Rules made there under.

There is no deposit which are not in compliance with the
requirements of Chapter V of the Companies Act, 2013
and rules made thereunder.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Directors liable to retire by rotation seeking
re-appointment:

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company,
Mr. Saurabh Singh Mehta (DIN 00023591), Director of the
Company is liable to retire by rotation at the ensuing 35^th
Annual General Meeting and being eligible has offered
himself for re-appointment. Your Board recommend
passing necessary resolution as set out in the notice of the
forthcoming 35^th Annual General Meeting of the Company.

Managing and Whole-time Directors:

Mr. Shiv Singh Mehta (DIN 00023523), was re-appointed
as the Chairman and Managing Director of the Company
by passing Special Resolution at the 31stAGM held on
07.08.2021 for a term of 5 (five) years w.e.f. 01.10.2021.

Mrs. Purnima Mehta (DIN 00023632), was also re-appointed
as the Whole-time Director of the Company by passing
Special Resolution at the 34^th AGM held on 18.06.2024 for
a period of 3(three) years w.e.f. 01.07.2025.

Independent Directors

Following changes were made in the Independent
Directors of the company during the year 2024-25 and till
date of this report:

1. Mr. Siddharth Sethi (DIN: 01548305) was appointed
as an Additional Director in category of the Non¬
Executive Independent Director by the Board on
28^th March, 2024 effective from 1^st April, 2024 for
first term of 5 (five) years and were confirmed by the
shareholders in 34^th Annual General Meeting held on
18^th June, 2024.

A Statement regarding opinion of the Board with
regard to integrity, expertise and experience including
the proficiency of the Mr. Siddharth Sethi.

The Board is of the opinion that, Mr. Siddharth Sethi
is an entrepreneur, with 25 years of experience
in software industry and is having degree of BE
(Electrical) from SGSITS, Indore and MBA from IIM,
Indore. He has helped found 4 companies in high
technology products and services and is co-founder
and currently MD of InfoBeans Technologies Ltd.
founded in 2001. He is an active investor in new age
technology companies and a keen worker on the
social front, helping in impactful social ventures and
is having integrity, expertise and relevant experience
to be appointed as the Independent Director of the
company.

2. Mr. Venkat Subramaniam (DIN: 00078868) was
appointed as an Additional Director in category of the
Non-Executive Independent Director by the Board
on 22^nd May, 2025 effective from 22^nd May, 2025 for
first term of 5 (five) years subject to confirmation by
shareholders in next general meeting or three months
from the date of appointment, whichever is earlier.

A Statement regarding opinion of the Board with
regard to integrity, expertise and experience including
the proficiency of the Mr. Venkat Subramaniam.

The Board is of the opinion that, Mr. Venkat
Subramaniam is a Mechanical engineer with PGDM
from IIM Bangalore, who has over 30 years of experience
in auto-ancillary, two-wheeler and commercial
vehicle industries. He held a variety of leadership
roles with exposure to Indian and overseas markets
- heading strategy, marketing, product & program
management, aftermarket and TQM. Over last 8 years
as a freelance consultant based out of Chennai, he
has engaged with large, small and medium businesses
(in manufacturing, services, SaaS, education and start¬
up sectors) to help them in strategy formulation and
execution of key initiatives for profitable growth. He is
a CFI certified executive coach for CEOs/CXOs, has
taught at B-schools and mentors several start-ups and
is having integrity, expertise and relevant experience
to be appointed as the Independent Director of the
company. Your Board of directors recommends to
pass necessary special resolutions to that effect as set
out in the notice of the Annual General Meeting.

3. Mr. Hitendra Mehta, (DIN: 01935959) was appointed
as Independent Director pursuant for a term of 5 (five)
consecutive years on the Board of the Company
of as Independent Director will be completed on
12^th August, 2026. However, he is eligible for re¬
appointment on passing of special resolution for a
second term of 5 (five) consecutive years. Therefore,
the Board at their meeting held on 22^nd May, 2025
upon the recommendation of the Nomination and
Remuneration Committee has recommended his re¬
appointment w.e.f. 13^th August, 2026 to 12^th August,
2031. Your Board of directors recommends to pass
necessary special resolutions to that effect as set out
in the notice of the Annual General Meeting.

Other Key Managerial Personnel

During the year under review, no changes took place in
the other KMP's (Other than the Directors).

The following are the Key Managerial Personnel (KMP's) of
the Company as on the date of the report:

i) Mr. Shiv Singh Mehta (DIN 00023523), Chairman and
Managing Director;

ii) Mrs. Purnima Mehta (DIN 00023632), Whole-time
Director;

iii) Mr. Rajesh Sisodia, Chief Financial Officer;

iv) *Mr. Tanuj Sethi, Company Secretary and Compliance
Officer.

*However Mr. Tanuj Sethi, Company Secretary and
Compliance Officer of the Company has resigned w.e.f.,
closure of business hours of 21^st May, 2025 and Ms. Aditi
Randhar has been appointed, as the Company Secretary
and Compliance Officer w.e.f., 26^th May, 2025.

BOARD EVALUATION

The Board of Directors of the Company is committed to
getting its performance evaluated in order to identify its
strengths and areas in which it may improve its functioning.
To that end, the Nomination and Remuneration
Committee (NRC) has established the process for
evaluation of performance of Directors including
Independent Directors, the Board and its Committees. The
evaluation of performance of Executive Directors is done
by Independent Directors.

The Company has devised a Policy for performance
evaluation of Independent Directors, Board, Committees,
and other individual Directors which includes criteria
and process for performance evaluation of the Non¬
Executive Directors to judge the knowledge to perform
the role, time and level of participation, performance of
duties, professional conduct, independence etc. The
appointment/re-appointment/ continuation of Directors
on the Board shall be based on the outcome of the
evaluation process.

During the year under review as per the policy for the
performance evaluation, formal evaluation of performance
of Directors including Independent Directors, the Board
and its Committees was made by the Independent
Directors and the NRC in their respective meetings, and
the evaluation result was placed before the Board for its
information and further consideration.

MEETINGS

During the financial year Six (6) Board Meetings were
convened and held. The details of which are given in
the Corporate Governance Report. The intervening gap
between the Meetings was within the period prescribed
under the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015.

NOMINATION & REMUNERATION POLICY

The Company has a policy for selection and appointment
of Directors, Key Managerial Personnel and Senior
Management Personnel and for determination of their
remuneration. The salient features of Nomination
and Remuneration Policy are stated in the Corporate
Governance Report. The Nomination and Remuneration
Policy duly approved by the Board has been posted on the
Company's website http://kritiindustries.com/

COMMITTEES OF THE BOARD

In accordance with the provisions of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015 the Board has the
following four (4) committees:

i) . Audit Committee

ii) . Nomination and Remuneration Committee

iii) . Stakeholders' Relationship Committee

iv) . Corporate Social Responsibility Committee

The Company has also constituted Investment and
Finance Committee. The Compositions of the Committee
as well as number of meetings held and other details are
given in the Corporate Governance Report annexed with
the Board report.

HOLDING, SUBSIDIARY AND ASSOCIATE
COMPANY

As on the closure of the financial year, following are
Associate and Subsidiary of your companies:-

Further, your company is a subsidiary of Sakam Trading
Private Limited which holds about 59.64% of the total paid-
up capital of the company as at the end of the financial
year 2024-25.

Report on performance of the Associate and
Wholly Owned Subsidiary Company

Pursuant to the provisions of Section 129 of the Companies
Act, 2013, read with Rule 5 of the Companies (Accounts)
Rules, 2014, your company is attaching Form AOC-1 as
"Annexure B" and forms part of this report.

RELATED PARTY TRANSACTIONS

During the period under review, all related party
transactions entered were on an arm's length basis and
were in the ordinary course of business. There are no
materially significant related party transactions as per the
provisions of section 188 of the Companies Act, 2013
made by the Company with Promoters, Directors, KMPs
or other designated persons or their relatives which

may have a potential conflict with the interest of the
Company at large. Since, there are no material related
party transactions in the company which are not on arm's
length basis. Therefore, the company is not required to
annex Form AOC-2 with this report.

Separate disclosure as per Regulation 34(3) of SEBI (LODR)
Regulations, 2015 is made in the notes to the accounts
attached with the financial statement, as required under
the Accounting Standards therefore not reproduced here
under. The policy on Related Party Transactions duly
approved by the Board has been posted on the Company's
website http://kritiindustries.com/.

Your Company has passed an Ordinary Resolution at 34^th
Annual General Meeting held on 18^th June, 2024 under
Regulation 23 of the SEBI (LODR) Regulations, 2015 read
with section 188 of the Companies Act, 2013 for entering
into transactions for transfer of resources etc. with the
related Parties.

Pursuant to Master Circular No. SEBI/HO/CFD/PoD2/
CIR/P/0155 dated 11/11/2024 issued by SEBI, your
Board is recommending to pass an Ordinary Resolution
in the ensuing General Meeting for material related party
transaction related to transfer of resources with the
Related Party.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities is attached as
"Annexure C" and forms a part of this Report. The salient
features of CSR policy are stated in the aforesaid Report
on CSR activities. The policy on CSR duly approved by the
Board has been posted on the Company's website http://
kritiindustries.com/.

DISCLOSURE FOR PARTICULARS OF
EMPLOYEES

The information required pursuant to section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 as amended in respect of employees of
the Company forming part of Directors' Report is given
in "Annexure D" to this Report. A statement of top-10
employees in terms of remuneration drawn as per rule
5(2) read with rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as
amended may be obtained by request to the Company
Secretary of the Company at cs1@kritiindia.com.

During the year, none of the employee has received
remuneration of in excess of Rs. One Crore and Two Lakh
or more per annum or Rs. Eight Lakhs Fifty Thousand p.m.
in a year or part thereof. Further, none of the employees
received remuneration in excess of that drawn by the
Managing Director or Whole-time Director and none of
the employees held two percent of the equity shares of
the Company.

Further, Shri Shiv Singh Mehta, Chairman and Managing
Director is also drawing remuneration from the other
Company cumulatively not exceeding the higher
maximum limit admissible from any one of the companies.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS & 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 attached as "Annexure E" and forms part of this
report.

PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

The details of Loans, Guarantees and Investment are given
in the notes to the Financial Statements. Hence no further
disclosure is being given here to avoid repetition.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under
Regulation 34(3) read with Schedule V of the SEBI (LODR)
Regulations, 2015 along with the requisite certificate from
the Practicing Company Secretary confirming compliance
with the conditions of the corporate governance is
appended and forms a part of this report alongwith the
certificate of Disqualification of Directors received from
Practicing Company Secretary as the Annexure 1 and 2 of
the Corporate Governance Report.

RISK MANAGEMENT

The Company has a well-defined process to ensure the
risks are identified and mitigation steps are put in place.
The Company's Risk Management process focus on
ensuring that these risks are identified on a timely basis
and reasonably addressed. The Audit Committee oversees
financial risks and controls. Major risks are identified by
the businesses and functions and these are systematically
addressed through mitigating actions on continuing basis

VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has established a Vigil Mechanism that
enables the Directors and Employees to report genuine
concerns. The Vigil Mechanism provides for -

A. Adequate safeguards against victimization of persons
who use the Vigil Mechanism; and

B. Direct access to the Chairperson of the Audit
Committee of the Board of directors of the Company
in appropriate or exceptional cases.

Details of the Vigil Mechanism Policy are made available
on the Company's website http://kritiindustries.com/ and

have also been provided as "Annexure F" of part of this
Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with section 134(5) of
the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that:-

a) that in the preparation of the annual financial
statements for the year ended 31^st March 2025, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures, if any;

b) that the Directors have selected such accounting
policies and applied them consistently and have made
judgment 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 ended 31^st March 2025 and of the loss of the
Company for that period;

c) that proper and sufficient care has been taken for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) that the annual financial statements have been
prepared on a going concern basis;

e) that proper internal financial controls were in place
and that the financial controls were adequate and
were operating effectively.

f) that the Directors have devised proper systems
to ensure compliance with the provisions of all
applicable laws and that such systems are adequate
and operating effectively.

INTERNAL CONTROL AND THEIR ADEQUACY

The Board of Directors of the Company is responsible
for ensuring that Internal Financial Controls have been
established in the Company and that such controls are
adequate and operating effectively. The Company has
laid down certain guidelines and processes which enables
implementation of appropriate internal financial controls
across the organization. Such internal financial controls
encompass policies and procedures adopted by the
Company for ensuring orderly and efficient conduct of
business, including adherence to its policies, safeguarding
of its assets, prevention and detection of frauds and errors,
the accuracy and completeness of accounting records
and the timely preparation of reliable financial information.

The Statutory Auditors in their audit report have opined
that these controls are operating effectively. The Audit
team develops an audit plan based on the risk profile of
the business activities. The annual internal audit plan is
approved by the Audit Committee, which also reviews
compliance to the plan. The Internal Audit team monitors

and evaluates the efficacy and adequacy of internal control
systems in the Company, its compliance with operating
systems, accounting procedures and policies at all
locations of the Company. Based on the report of internal
audit function, process owners undertake corrective
action(s) in their respective area(s) and thereby strengthen
the controls. Significant audit observations and corrective
action(s) thereon are presented to the Audit Committee.

The Audit Committee reviews the reports submitted by the
Internal Auditors.

The Board has implemented systems to ensure
compliance of all applicable laws. These systems were
effective and operative. At every quarterly interval, the
Managing Director and the Company Secretary place
before the Board a certificate certifying compliance of
laws and regulations as applicable to the business and
operations of the Company after obtaining confirmation
from all business unit and functional heads responsible for
compliance of such applicable laws and regulations.

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS U/S 143(12) OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT.

During the Financial Year, no fraud was reported by auditors
in terms of section 143(12) of the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31, 2025 is available
on the Company's website on https://kritiindustries.com/
investor-desk/annual-returns/

AUDITORS AND THEIR REPORT

The 2^nd term of 5 (five) consecutive years of M/s Rakesh
Kumar & Associates, Chartered Accountants (FRN:
002150C), Indore as Statutory Auditors of the Company
will expire at the conclusion of ensuing 35^th Annual
General Meeting (AGM). Accordingly, in terms of provisions
of section 139 of the Companies Act, 2013 the Audit
Committee and Board recommends the appointment
of M/s M. Mehta & Co., Chartered Accountants (FRN:
000957C), Indore as Statutory Auditors of the Company to
hold office of the Auditors for a first term of 5 consecutive
years from the conclusion of 35^th AGM till the conclusion
of 40^th Annual General Meeting to be held in the year 2030
in place of the existing retiring auditor M/s. Rakesh Kumar
& Associates, Chartered Accountants (FRN: 002150C) on
such remuneration as may be mutually decided by the
Auditors and Board. As required under Regulation 33(1)(d)
of the SEBI (LODR) Regulation, 2015, the proposed auditor
has confirmed that they hold a valid certificate issued
by the Peer Review Board of the Institute of Chartered
Accountants of India.

The Auditors Report and the Notes on financial statement
for the year 2024-25 referred to in the Auditor's Report

are self-explanatory and do not contain any qualification,
reservation or adverse remark, therefore, do not call for
any further comments.

COST RECORD AND AUDIT

Your company is maintaining the cost records as specified
by the Central Government under section 148(1) of the
Companies Act, 2013. In pursuance of Section 148 of
the Companies Act, 2013, your Directors appointed M/s
Dhananjay V. Joshi & Associates, Cost Accountants (FRN:
000030) to conduct the Audit of the Cost Accounting
records for the financial year 2024-25. The Company has
filed the Cost Audit Report for the year 2023-24 with the
Central Government.

The Board on the recommendation of the Audit Committee,
at its meeting held on 22^nd May, 2025 has appointed M/s
Dhananjay V. Joshi & Associates, Cost Accountants (FRN:
000030) as the Cost Auditors to conduct the Audit of the
Cost Accounting records for the financial year 2025-26. As
required under section 148(3) of the Companies Act, 2013
read with Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to the Cost Auditors
is to be ratified by the shareholders. Therefore, the Board
of Directors recommend the remuneration payable to M/s
Dhananjay V. Joshi & Associates, Cost Accountants (FRN:
000030) for the financial year 2025-26 for the ratification
by the Members in the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
the Board has appointed M/s Ajit Jain & Co., Company
Secretaries, (FRN: S1998MP023400) Indore conducting
Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended
31^st March 2025 in Form MR-3 is attached as "Annexure G"
and forms part of this Report. The Report of the Secretarial
Auditor does not contain any qualification, reservation or
adverse remark, therefore, do not call for any comments

Further, the Board of Directors of the Company on the
recommendation of the Audit Committee, at its meeting
held on 22^nd May, 2025 has recommended the members to
approve the appointment of M/s. Ajit Jain & Co., Company
Secretaries (FRN: S1998MP023400) to conduct Secretarial
Audit for the consecutive five years from the conclusion of
the 35^th AGM till the conclusion of the 40^th AGM to be held
in the calendar year 2030.

Mr. Ajit Jain, Proprietor of the Ajit Jain & Co., Company
Secretaries has consented to act as the Secretarial Auditor
of the Company and confirmed that his appointment, if
approved, would be within the limits prescribed under
the Companies Act, 2013 and SEBI LODR Regulations.
He has further confirmed that he is not disqualified to be
appointed as the Secretarial Auditor under the applicable
provisions of the Act, rules made thereunder, and SEBI
Listing Regulations.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS

No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company's operations in future.

INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

The details related to dividend remains unpaid-unclaimed
in the Company has been given in the annual report of the
Company. The details of the nodal officer appointed by
the company under the provisions of IEPF is available on
the Company's website at http://kritiindustries.com/

During the year under review, an amount of H2,97,861/- in
respect of unpaid/unclaimed interim dividend declared for
the FY 2016-17 was transferred to the Investor Education
and Protection Fund Authority as well as 1,10,379 equity
shares of face value of H1/- each, in respect of unpaid/
unclaimed interim dividend declared in FY 2016-17, was
also transferred and credited to the IEPF Authority by the
Company.

The investors may claim their unpaid dividend and the
shares from the IEPF Authority by applying in the Form
IEPF-5 and complying with the requirements as prescribed.

SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013

The company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered
under this policy. The summary of complaints received
and disposed during the financial year is as follows:

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate,
monitor and report trading by designated persons and
their immediate relatives as per the requirements under
the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015. The Code, inter alia,
lays down the procedures to be followed by designated
persons while trading/dealing in Company's shares and
sharing Unpublished Price Sensitive Information ("UPSI").
The Code covers Company's obligation to maintain a
digital database, mechanism for prevention of insider
trading and handling of UPSI, and the process to familiarize
with the sensitivity of UPSI. Further, it also includes code for
practices and procedures for fair disclosure of unpublished
price sensitive information which has been made available
on the Company's website at https://kritiindustries.com.

PROVISION OF VOTING BY ELECTRONIC
MEANS THROUGH REMOTE E-VOTING AND
E-VOTING AT THE AGM

Your Company is providing E-voting facility as required
under section 108 of the Companies Act, 2013 read
with Rule 20 of the Companies (Management and
Administration) Amendment Rules, 2015. The ensuing
AGM will be conducted through Video Conferencing/
OVAM and no physical meeting will be held and your
company has made necessary arrangements with CDSL
to provide facility for e-voting including remote e-voting.
The details regarding e-voting facility are being given with
the notice of the Meeting.

GENERAL

Your Directors state that during the year under review:
Company.

a) The Company has not issued shares (including sweat
equity shares) to employees of the Company.

b) Neither the Managing Director nor the Whole-time
Director receive any remuneration or commission
from its subsidiary.

c) The Company has complied with the applicable
Secretarial Standards under the Companies Act, 2013.

d) There have been no material changes and
commitments affecting the financial position of the
Company which have occurred between financial
year ended on 31stMarch, 2025 and the date of this
report.

e) Details of unclaimed dividends and equity shares
transferred to the Investor Education and Protection
Fund authority have been provided as part of the
Corporate Governance report.

f) Your Company has not declared and approved any
Corporate Action viz buy back of securities, issuance
of bonus shares, right shares, de-mergers and split and
has not failed to implement or complete the Corporate
Action within prescribed timelines except that, the
company has issued warrants convertible into equity
shares of H1/- each at a premium of H157.50 per share
and further allotted 15,00,000 equity shares pursuant
to conversion of 15,00,000 warrants into equity shares
and the company has duly executed the Corporate
Action well in time except for crediting the warrants
and incorporation of lock-in on warrants as per SEBI
(ICDR) Regulations, 2018;

g) There were no revisions in the Financial Statement
and Board's Report.

h) The company has not filed any application or there
is no application or proceeding pending against the
company under the Insolvency and Bankruptcy Code,
2016 during the year under review.

i) There is no requirement to conduct the valuation by
the Bank and Valuation done at the time of one-time
Settlement during the period under review.

j) There are no voting rights exercise by any employee
of the Company pursuant to section 67(3) read with
the Rule 16 of the Companies (Share Capital and
Debenture) Rules, 2014.

ACKNOWLEDGEMENT

Your Directors place on record, their sincere appreciation
and gratitude for all the co-operation extended by
Government Agencies, Bankers, Financial Institutions,
Business Associates and Investors and all other
stakeholders. The Directors also record their appreciation
for the dedicated services rendered by all the Executive
Staff and Workers of the Company at all levels in all units
and for their valuable contribution in the working and
growth of the Company.

For and on behalf of the Board
Shiv Singh Mehta

Date: 22^nd May, 2025 Chairman and Managing Director

Place: Indore (DIN: 00023523)