Your Board of Directors' take pleasure in presenting the 08th Board Report together with the Audited Stand-alone and Consolidated FinancialStatements of the Company for the year ended March 31,2025.
The discussion on the financial condition and results of operations of your Company for the year ended 31st March, 2025, which are summarizedbelow, should be read in conjunction with its audited Standalone and the Consolidated Financial Statements containing financials and notesthereto of Krishca Strapping Solutions Limited and its subsidiary Krishca Total Packaging Solutions FZCO, Dubai which are summarized below:
Standalone
Consolidated
Particulars
For the year ended31st March, 2025
For the year ended31st March, 2024
Income from operations
14,920.21
10,459.18
-
Other Income
188.16
112.51
Total Income
15,108.37
10,571.69
Total Expenses
12,664.13
8,545.98
12,678.90
Profit before depreciation, interest and tax
1,598.01
1,753.00
1,583.24
Finance Cost
370.24
126.49
Depreciation
475.99
146.22
Profit before tax
Provision for Tax
433.52
436.29
Deferred Tax Asset / (Liability) for the year
(9.85)
(7.41)
Profit/ Loss After Tax
1,174.34
1,324.12
1,159.57
During the year, your Company earned a revenue of H151.08 Croresas against H105.72 Crores in the previous year, registering an increaseof around 42.91%. Earnings before interest, tax, depreciation andamortization (EBITDA) was H24.29 Crores against H20.26 Crores in theprevious year. Profit after tax (PAT) for the year was H11.60 Crores asagainst H13.24 Crores in the previous year.
A more detailed explanation on the business and the performance ofthe Company has been provided in the Management Discussion andAnalysis Report, which is forming part of the Annual Report alongwith Boards Report.
During the year under review, there was no change in the nature ofthe Company's business.
The Shares of your Company are listed on Platform of "EmergePlatform on National Stock Exchange". The annual Listing Fees forthe Year 2025-26 has been paid to the exchange.
Considering the capital requirement for expansion and growth ofbusiness operations and to augment working capital requirements,the Board of Directors do not recommend any dividend on theEquity shares for the financial year 2024-25.
To bring transparency in the matter of declaration of dividendand protect the interests of investors, the company had adopteda Dividend Policy since listing of its shares. The policy hasbeen displayed on the Company's website at link https://www.krishcastrapping.com/.
In the absence of any declaration of dividend in the past, theCompany does not have any unpaid/unclaimed dividend comingunder the purview of Section 124(5) of the Act to be InvestorsEducation and Protection Fund ("IEPF") of the Central Government.
Your Directors do not propose to transfer any amount to the generalreserves and the entire amount of profit for the year forms part ofthe 'Retained Earnings'.
MATERIAL CHANGES AND COMMITMENTS AFFECTINGTHE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affectingthe financial position of the Company which have occurred betweenthe end of the financial year of the Company to which the financialstatements relate and the date of this report, which forms part ofthis report.
AWARDS & RECOGNITIONS
The company has obtained various certifications which includes ISOCertificate 9001:2015 and BIS 6700145313, which stands testimonyfor the highest standards of quality and safety maintained by theCompany in respect of its products.
SHARE CAPITALAUTHORISED SHARE CAPITAL
The Authorised Share Capital of the Company is H15,00,00,000/-comprising of 1,50,00,000 Equity Shares of H10/- each.
As on 31st March, 2025, the paid up capital of the company isH14,19,00,000/- consisting of 1,41,90,000 equity shares of H10/-each and there was no change in the share capital of your companyduring the year under report.
ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT ESOPAND SWEAT EQUITY SHARE:
a. BUY BACK OF SECURITIES: The Company has not bought backany of its securities during the year under review.
b. SWEAT EQUITY: The Company has not issued any Sweat EquityShares during the year under review.
c. BONUS SHARES: During the year, the Company has not issuedbonus shares to its shareholders.
d. EMPLOYEES STOCK OPTION PLAN: The Company has notprovided any Stock Option Scheme to the employees.
e. PREFERENTIAL ISSUE: During the year under review, TheCompany has successfully completed the Preferential Issue of21,20,000 (Twenty-One Lakhs Twenty Thousand) Equity Shareswith the Face Value of H10 each for cash, at an issue price ofH233 per Equity Share (which includes a premium of H223 perEquity Share). And Issue of 8,00,000 (Eight Lakh) Warrants withthe Face Value of H10 each for cash, at an issue price of H233per Equity Share (which includes a premium of H223 per EquityShare).
f. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TODIVIDEND, VOTING OR OTHERWISE: The Company has notissued any equity shares with differential rights as to dividend,voting or otherwise.
g. ISSUE OF SHARES (INCLUDING SWEAT EQUITY SHARES) TOEMPLOYEES OF THE COMPANY UNDER ANY SCHEME: TheCompany has not issued any shares (including sweat equityshares) to employees of the Company under any scheme.
h. OTHER CONFIRMATIONS: The Company has not made anychange in voting rights or changed the capital structureresulting from restructuring.
The Company failed to implement any corporate action.
The Company's securities were not suspended for trading duringthe year since its listing
UTILISATION OF FUNDS COLLECTED THROUGHPREFERENTIAL ISSUE
The Company had raised funds through Preferential Issue duringJuly, 2024 by allotting 21,20,000 (Twenty One Lakhs TwentyThousand) Equity Shares of Face Value of H10/- (Rupees Ten Only)each fully paid, and by allotting 8,00,000 (Eight Lakh) Warrants. Theproceeds of aforesaid issue are being utilized, for the purpose forwhich it was raised by the Company in accordance with the terms ofthe issue. There was no deviation(s) or variation(s) in the utilizationof public issue proceeds.
PUBLIC DEPOSITS
The Company has not accepted any deposits from public fallingwithin the ambit of section 73 and Section 76 of the Act, read withthe Companies (Acceptance of Deposits) Rules, 2014. Hence, nodisclosure is required under Rule 8(5)(v) and (vi) of the Companies(Accounts) Rules, 2014.
BORROWINGS
As on 31st March 2025, an amount of H3308.13- Cr. is outstandingtowards borrowings, which comprises of both secured andunsecured loans. The company has not defaulted in payment ofinterest and/or repayment of loan to any of the financial institutionsand/or bank.
SECRETARIAL STANDARDS
During the financial year under review, the Company has compliedwith the applicable provisions of the Secretarial Standard-1 andSecretarial Standard-2 relating to 'Meetings of the Board of Directors'and 'General Meetings', respectively issued by the Institute ofCompany Secretaries of India ('ICSI') and approved by the CentralGovernment under Section 118 (10) of the Act.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Companies Act, 2013, with respectto Directors' Responsibility Statement it is hereby confirmed that:
a) in the preparation of the annual accounts for the year endedMarch 31,2025, the applicable accounting standards read withrequirements set out under Schedule III to the Act have beenfollowed and there are no material departures from the same;
b) the Directors have selected such accounting policies andapplied them consistently and made judgements andestimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March31,2025 and of the profit of the Company for the year endedon that date;
c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities;
d) the Directors have prepared the annual accounts on a goingconcern basis;
e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financialcontrols are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,GUARANTEES GIVEN AND SECURITIES PROVIDED UNDERSECTION 186 OF THE ACT
The Company has not given any Loans, made any Investments, givenany Guarantees and provided any Securities during the FinancialYear under Section 186 of the Act.
PARTICULARS OF HOLDING, SUBSIDIARIES, JOINTVENTURES AND ASSOCIATE COMPANIES
As part of the expansion of the business of the company to overseasmarket, your company has incorporated a subsidiary viz Krishca TotalPackaging Solutions FZCO on August 30, 2023 in UAE and a WhollyOwned Subsidiary Company viz., KRISHCA TOTAL PACKAGING &PRESERVATION SOLUTIONS PTE. LTD in Singapore on October 13,2023. The said subsidiaries are yet to start its operations. Details areannexed as Annexure I to this report.
CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES UNDER SECTION 188(1) OF THE ACT
All the transactions with related parties during the year were onarm's length basis and in the ordinary course Board's Report of thebusiness. Related party transactions entered into by the Companyduring the year were approved by the audit committee and theBoard from time to time and are disclosed in the notes to accountsof the financial statements forming part of this Annual Report.The Company has also obtained approval of the shareholders forrelated party transactions which are material in nature irrespectiveof the fact that they are on arm's length basis and in the ordinarycourse of the business. The details of materially significant relatedparty transactions entered into by the Company are disclosed in
Form AOC- 2 pursuant to Section 134(3) of the Act and enclosed asAnnexure -II to this report.
All transactions with related parties are in accordance with the RPTPolicy. The policy on materiality of related party transactions anddealing with related party transactions ("RPT Policy") formulated bythe Board can be accessed at https://www.krishcastrapping.com.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) and Section 134(3) ofthe Act read with Rule 12 of the Companies (Management andAdministration) Rules, 2014 as amended from time to time, theAnnual Return of the Company as on 31st March, 2025 is availableon the Company's website and can be accessed at https://www.krishcastrapping.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of the Board as at March 31, 2025, company'sBoard consists of 8 (Eight) members. Besides the Chairman,who is an Executive Promoter Director, the Board comprisesof one Executive Promoter Director (Woman ExecutiveDirector), Two Executive Director and One Non-Executive Non¬Independent Directors and three Non-Executive IndependentDirectors. Brief profile of Directors is available at Company'swebsite at https://Krishcastrapping.com.
The composition of the Board consists of a combination ofExecutive and Non-Executive Directors and not less than 1/3rdof the Board comprising of Independent Directors.
The following are the changes in the Board of Directors/KMPsof the Company during the year under review:
Name
DIN/PAN
Effective Date/period ofAppointment
Mr. TomAntony
01413738
Resigned asDirector
30th September,2024
Mr.
Rajinikanth
03552481
Nandhagopal
Damodaran
10697520
Appointedas AdditionalDirector (Non¬Executive,Independent)
10th October,2024
Mr. Naren
Kumar
Mandepudi
07271458
Mr.Jagajyoti
Naskar
09541125
Appointedas ChiefExecutiveOfficer
12th November,2024
B. RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. TerliVenkata Shivaji (DIN: 07159540) Whole-Time Director and Mrs. Navaneethakrishnan Saraladevi (DIN: 07941812) Whole-Time Directorcum Chief Financial Officer of the Company, retiring by rotation at the ensuing Annual General Meeting. The Board of Directors, on therecommendation of the Nomination and Remuneration Committee, has recommended his re-appointment. Details of the Directorsretiring by rotation/ seeking re-appointment have been furnished in the explanatory statement to the notice of the ensuing AGM.
C. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS
During the Financial Year 2024-25, the Company held 7 (seven) meetings of the Board of Directors as per Section 173 of CompaniesAct, 2013, viz 27th May, 2024, 02nd July, 2024, 10th August, 2024, 10th October, 2024, 12th November, 2024, 22nd January, 2025 and 15thMarch, 2025. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.
The composition of the board and the details of meetings attended by its members are given below:
S.
No.
DIRECTOR
POST HELD
NO. OF MEETINGENTITLED
NO. OF MEETINGATTENDED
1.
Mr. Lenin KrishnamoorthyBalamanikandan
Chairman & Managing Director
7
2.
Mrs. Navaneethakrishnan Saraladevi
Whole Time Director
6
3.
Mr. Terli Venkata Shivaji
4.
Mr. Achaya Kumarasamy
Non-Executive Non Independent Director
5.
Mr. Rajinikanth
Independent Director
3
6.
Mr. Vengarai Seshadri Sowrirajan
7.
Mr. Tom Antony
8.
Mr. Jagajyoti Naskar*
Chief Executive Director
9.
Mr. Nandhagopal Damodaran
10.
Naren Kumar Mandepudi
Detailed agenda with explanatory notes and all other relatedinformation is circulated to the members of the Board in advanceof each meeting. Detailed presentations are made to the Boardcovering all major functions and activities. The requisite strategicand material information is made available to the Board toensure transparent decision making by the Board.
Adequate notice is given to all directors for the meetings of theBoard and Committees. Except where consent of directors wasreceived for scheduling meeting at a shorter notice, agendaand detailed notes on agenda were sent at least seven days inadvance, and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before themeeting and for meaningful participation at the meeting bythe directors.
The Company did not have any pecuniary relationship ortransactions with the Non-Executive Directors of the Companyother than payment of the sitting fees for attending meetings.
Remuneration of the executive directors consists of a salary andother benefits. The Nomination and Remuneration Committeemakes annual appraisal of the performance of the ExecutiveDirectors based on a detailed performance evaluation, andrecommends the compensation payable to them, within the
parameters approved by the shareholders, to the Board fortheir approval.
During the year under review, pursuant to the provisions ofSection 139 of the Companies Act, 2013 and the Companies(Audit and Auditors) Rules, 2014 and in accordance withthe resolution passed by the members at the AGM held onSeptember 30, 2022, M/s. L.U. KRISHNAN & Co., CharteredAccountants, Chennai (bearing FRN:001527S), and having officeat Sam's Nathaneal Tower, 3-1, West Club Road, Shenoy Nagar,Chennai, 600030, Tamilnadu, India, were re-appointed as theStatutory Auditors of the Company to hold office for a period offive years from the conclusion of 05th Annual General Meeting(for the financial year 31.03.2022), to till the conclusion of 10thAnnual General Meeting (for the financial year 31.03.2027) onremuneration as may be agreed between the Board and theAuditors. M/s. L.U. KRISHNAN & Co., Chartered Accountants,have provided their consent and eligibility declaration forappointment of Statutory Auditors of the Company from FY2021-22 to FY 2026-27.
M/s. L. U. Krishnan & Co, Chartered Accountants, havesubmitted their Report on the Financial Statements of theCompany for the FY 2024-25, which forms part of the AnnualReport 2024- 25. There are no observations (including anyqualification, reservation, adverse remark or disclaimer) of theAuditors in the Audit Reports issued by them which call for anyexplanation/comment from the Board of Directors.
Statutory Auditors of the Company have not reported anyfraud as specified under Section 143(12) of the Companies Act,2013, in the year under review.
The Company has made and maintained cost accounts andrecords as specified by the Central Government under Section148(1) of the Companies Act, 2013.
For the financial year 2024-25, M/s N. Sivashankaran & Co.,Cost Accountant, Chennai, Membership No-26818, FirmRegistration No: 100662, have conducted the audit of the costrecords of the Company.
In accordance with the provisions of Section 148 (6) ofCompanies Act 2013 and rule 6(6) of the Companies (Costrecords and audit) Rules, 2014, and on the recommendationof the Audit Committee, the Board has appointed M/s N.Sivashankaran & Co., Cost Accountants, Chennai, MembershipNo-26818, Firm Registration No: 100662, as the Cost Auditorsof the Company at such remuneration of H1,00,000/ (RupeesOne Lakh only) plus applicable taxes, reimbursement of out-of pocket expenses and other incidental expenses incurredfor conducting such audit to Cost Auditors to the memberspursuant to the provisions of the Act. as shall be fixed by theboard of Directors of the Company to conduct the audit of thecost records of the Company for the financial year 2025-2026.
M/s. SKD & Associates, Company Secretaries, (Firm Regn. No.S2023TN958600) were appointed as Secretarial Auditors of theCompany for the financial year ended on 31st March, 2025. Thesecretarial audit report does not contain any qualification orreservation or observation or adverse remark and the same isself-explanatory and is annexed as Annexure III forming partof this report.
The Board of Directors of the Company, based on therecommendation made by the Audit Committee, and subject tothe approval of the shareholders of the Company at the ensuingAGM, have approved the appointment of M/s. SKD & Associates,as the Secretarial Auditors of the Company to conduct the
secretarial audit for a period of five consecutive years from thefinancial year 2025-26 to the financial year 2029-30, in termsof provisions of Regulation 24A of the Listing Regulations andprovisions of Section 204(1) of the Companies Act, 2013. M/s.SKD & Associates has given consent and confirmed that he isnot disqualified from being appointed as the Secretarial Auditorof the Company and satisfies the eligibility criteria. The profileof the Secretarial Auditor is provided as part of the explanatorystatement to the AGM Notice.
The Secretarial Audit report submitted by them for the financialyear 2024-25 in the prescribed form MR-3 pursuant to theprovisions of Section 204 of the Act received from M/s. SKD& Associates is provided in Annexure III forming part of thisreport. The Secretarial Auditors' Report for the Financial year2024-25 does not contain any qualification, reservation oradverse remarks and the same is self-explanatory.
As per section 138 of The Companies Act 2013 read withRule 13 of Companies (Accounts) Rules, 2014, the companyhas Appointed M/s. K E K AND ASSOCIATES LLP, CharteredAccountants, Chennai (FRN: S000082), as Internal Auditor toconduct Internal Audit for the Financial Year 2025-2026. TheInternal Audit reports are periodically reviewed by the AuditCommittee.
The Statutory Auditors, Cost Auditors or Secretarial Auditors of theCompany have not reported any frauds to the Audit Committee orto the Board of Directors under section 143(12) of the Act, includingrules made there under.
The Company has put in place an effective internal control system tosynchronise its business processes, operations, financial reporting,fraud control, and compliance with extant regulatory guidelinesand compliance parameters. The Company ensures that a standardand effective internal control framework operates throughout theorganization, providing assurance about the safekeeping of theassets and the execution of transactions as per the authorizationin compliance with the internal control policies of the Company.
The internal control system is supplemented by extensive internalaudits, regular reviews by the management, and guidelinesthat ensure the reliability of financial and all other records. Themanagement periodically reviews the framework, efficacy, andoperating effectiveness of the Internal Financial Controls of theCompany.
The Internal Audit reports are periodically reviewed by the AuditCommittee. The Company has, in material respects, adequateinternal financial control over financial reporting, and such controlsare operating effectively. Internal Audits are carried out to reviewthe adequacy of the internal control systems and compliance withpolicies and procedures. Internal Audit areas are planned basedon inherent risk assessment, risk score, and other factors suchas probability, impact, significance, and strength of the controlenvironment. Its adequacy was assessed, and the operatingeffectiveness was also tested.
COMPLIANCE TO THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITION,AND REDRESSAL) ACT, 2013 READ WITH THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION, AND REDRESSAL) RULES, 2013.
The Company has zero tolerance for sexual harassment at workplaceand has a mechanism in place for prevention, prohibition andredressal of sexual harassment at workplace in line with the provisionsof the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and the Rules made thereunder.The Company is committed to provide equal opportunities withoutregard to their race, caste, sex, religion, color, nationality, disability,etc. All employees are treated with dignity with a view to maintaina work environment free of sexual harassment whether physical,verbal or psychological. All employees (permanent, contractual,temporary, trainees) are covered.
The Company has in place an Anti-Sexual Harassment Policy inline with the requirements of the Sexual Harassment of Womenat the Workplace (Prevention, Prohibition & Redressal) Act, 2013.An Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment at workplace.
The following is a summary of sexual harassment complaintsreceived and disposed off during the year 2024-2025.
Number of complaints filed during the financial year
0
Number of complaints disposed of during the financial year
Number of cases pending for more than ninety days
during the financial year
Number of complaints pending as at the end of the
financial year
DISCLOSURE WITH RESPECT TO THE COMPLIANCE OFTHE PROVISIONS RELATING TO THE MATERNITY BENEFITACT, 1961
The Company has complied with the applicable provisions of theMaternity Benefit Act, 1961, including the grant of maternity leave,work-from-home options where applicable, and provision of crechefacilities as required. The Company remains committed to ensuringa safe and supportive work environment for its women employees.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERNS STATUS AND COMPANY'SOPERATIONS IN FUTURE
The Company has not received any significant or material orderspassed by any regulatory authority, court or tribunal which shallimpact the going concern status and Company's operations infuture.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year underreview, as stipulated under the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations,2015 ("Listing Regulations"), is presented in a separate section,forming part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with Section 135 of the Companies Act, 2013read with the Rules made thereunder, the Company has formedCorporate Social Responsibility ("CSR") Committee. The Companyhas framed a Corporate Social Responsibility (CSR) Policy as requiredunder Section 135 of the Companies Act, 2013 read with Rule 8of the Companies (Corporate Social Responsibility Policy) Rules,2014, to oversee the CSR activities initiated by the Company. TheCSR Committee has adopted a CSR Policy in accordance with theprovisions of Section 135 of the Companies Act, 2013 and rulesmade thereunder. The details of the CSR initiatives undertaken bythe Company during the FY 2024- 25 in the prescribed format areannexed as Annexure- IV.
RISK MANAGEMENT
Pursuant to provisions of Section 134(3)(n) of the CompaniesAct, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the Companyhas constituted the Risk Management Committee and laid downa framework to inform the Board about the particulars of RisksIdentification, Assessment and Minimization Procedures. In theopinion of the Board, there is no such risk, which may threaten theexistence of the Company.
During the year, such controls were tested and no materialdiscrepancy or weakness in the Company's internal controls overfinancial reporting was observed.
Proper Risk Management Practices have been followed for thepurpose of risk identification, analysis, and mitigation planning,monitoring, and reporting. Although, all risks cannot be eliminated,but mitigation and contingency plans are developed to lessen theirimpact if they occur.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technologyabsorption, Foreign exchange Earnings and outgo as required underSection 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules, 2014 are provided in ANNEXUREIII to this Report.
POLICY ON DIRECTORS' APPOINTMENT ANDREMUNERATION
The Board, based on the recommendation of the Nomination andRemuneration Committee, has framed a policy for the selection andappointment of Directors and Senior Management Personnel andtheir remuneration. The Company's policy relating to the Directorsappointment, payment of remuneration and discharge of theirduties is available on the website of the Company at https://www.krishcastrapping.com/.
MANAGERIAL REMUNERATION, EMPLOYEEINFORMATION AND RELATED DISCLOSURES
Employee relations continued to be cordial during the year underreview. The Company continued its thrust on Human ResourcesDevelopment The remuneration paid to Directors, Key ManagerialPersonnel, and Senior Management Personnel during FY 2024-25was in accordance with the NRC Policy of the Company. Disclosuresrequired under the provisions of Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, relating to the remuneration andother details as required are annexed to this Report as ANNEXURE- IV.
RECEIPT OF REMUNERATION OR COMMISSION BY THEMANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDINGOR SUBSIDIARY COMPANY
The Company does not have any Holding as on 31st March 2025.However the Company is having two subsidiary companies viz.,Krishca Total Packaging Solutions FZCO & Krishca Total Packaging& Preservation Solutions Pte. Ltd and the Managing / WholeTime Director have not received any remuneration from the saidsubsidiaries during the year under review. Hence reporting underthis clause is not applicable.
BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORT (BRSR):
The Business Responsibility and Sustainability Report pursuantto Regulation 34(2)(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 is not applicable to the Companyfor the financial year ended on 31st March, 2025.
CORPORATE GOVERNANCE
The Equity Shares of the Company are listed on the SME platform(NSE-emerge) of NSE Limited. Regulation 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 relatingto Corporate Governance is not applicable to the Company listed onthe SME platform (NSE-emerge) of NSE. Accordingly, the Companyis not required to disclose information as covered under Para (C),(D) and (E) of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. The Company voluntarily adoptedvarious practices of governance conforming to highest ethical andresponsible standards of business and is committed to focus on longterm value creation for its shareholders. The Corporate Governancepractices followed by the Company is included as part of this Report.
COMMITTEES OF THE BOARD
The Board of Directors of your Company has constituted the followingcommittees in terms of the provisions of the Companies Act, 2013and the SEBI (Listing Obligations and Disclosures Requirements),Regulation, 2015:
As on 31st March, 2025, the company has five Board level committees:
A) Audit Committee
B) Nomination and Remuneration Committee
C) Stakeholders Relationship Committee
D) Corporate Social Responsibility Committee
E) Risk Management Committee
The composition of various Committees of the Board of Directors isavailable on the website of the Company. The Board is responsible forconstituting, assigning, co-opting and fixing the terms of referenceof various committees. Details on the role and composition of thesecommittees, including the number of meetings held during thefinancial year and the related attendance are provided below.
The Audit Committee of the Company consists of 3 IndependentDirectors. The Chairman of the Audit Committee is financiallyliterate and majority of them having accounting or relatedfinancial management experience. Company Secretary acts asSecretary to the Committee.
During the Financial Year 2024-25, the Company held 04 (Four)Audit Committee meetings, viz 27th May, 2024, 10th August,2024, 12th November, 2024 and 15th March, 2025.
The composition of the Committee as on March 31,2025 and the details of meetings attended by its members during the financial year2024-25 are given below:
NO.
1
Mr. Rajinikanth E (Upto 30th September, 2024)
Chairman
02
2
Mr. Tom Antony (Upto 30th September, 2024)
Member
Mr. V.S. Sowrirajan
04
4
Mr. Nandhagopal Damodaran (wef. 10th October, 2024)
5
Mr. Naren Kumar Mandepudi (wef. 10th October, 2024)
All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The role and termsof reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 andListing Regulations and is available on the website of the Company at https://www.krishcastrapping.com/
In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, the Nomination and Remuneration Policy recommendedby the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company. Policy is disclosed onthe website of the Company viz. https://www.krishcastrapping.com/.
During the Financial Year 2024-25, the Company held 2 (Two) Nomination and Remuneration Committee meeting on 27th May, 2024and 12th November, 2024.
The composition of the Committee and the details of meetings attended by its members are given below:
01
Mr. V S Sowrirajan
Mr. Rajinikanth E S (Upto 30th September, 2024)
The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonancewith the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the websiteof the Company at https://www.krishcastrapping.com/.
During the Financial Year 2024-25, the Company held 1 (One) Stakeholders' Relationship Committee meeting on 15th March, 2025.The composition of the Committee and the details of meetings attended by its members are given below:
Mr. Jagajyoti Naskar
The Corporate Social Responsibility Committee has been formed by the Board of Directors, in terms of Section 135 of the Companies Act,2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules 2014.
During the Financial Year 2024-25, the Company held 1 (One) Corporate Social Responsibility Committee meetings, viz 15th March, 2025.
S. NO.
Mr. Lenin Krishnamoorthy Balamanikandan
The terms of reference of the CSR Committee includes formulation and recommendation to the Board, a "Corporate Social ResponsibilityPolicy" which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 andthe rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions thereinas and when decided by the Board;
The Company Secretary acted as the secretary of the Committee. The Corporate Social Responsibility Policy of the Company is availableon the website of the Company at https://www.krishcastrapping.com/.
The Board of Directors of the Company have constituted a Risk Management Committee to inter-alia, assist the Board in overseeingthe responsibilities with regard to identification, evaluation and mitigation of operational, strategic and external environmental risks.During the Financial Year 2024-25, the Company held 1 (One) Risk Management Committee meetings, viz 15th March, 2025.
The composition of the Committee and the details of meeting attended by its members are given below:
Mr. Sridharan
The Company Secretary acted as the secretary of the Committee. The Risk Management policy of the Company is available on thewebsite of the Company at https://www.krishcastrapping.com/.
The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IVof the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or maybe reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment andwithout any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independentdirectors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfill the conditions specified in theAct and the Listing Regulations and that they are independent of the management.
FAMILIARIZATION PROGRAMME FOR INDEPENDENTDIRECTORS
The Independent Directors have been updated with their roles,rights and responsibilities in the Company by specifying themin their appointment letter along with necessary documents,reports and internal policies to enable them to familiarise with theCompany's procedures and practices. The Company endeavors,through presentations at regular intervals to familiarize theIndependent Directors with the strategy, operations and functioningof the Company.
The details of such familiarization programmes for IndependentDirectors are posted on the website of the Company and can beaccessed at https://www.krishcastrapping.com
TERMS AND CONDITIONS OF APPOINTMENT OFINDEPENDENT DIRECTORS
The terms and conditions of appointment of Independent Directorshave been disclosed on the website of the Company https://www.krishcastrapping.com.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Independent Directors of the Company met separately on March29, 2025 without the presence of Non-Independent Directorsand members of Management. In accordance with the ListingRegulations, read with Section 149 (8) and Schedule-IV of the Act,following matters were, inter alia, reviewed and discussed in themeeting:
i) Performance of Non-Independent Directors and the Board ofDirectors as a whole;
ii) Performance of the Chairman of the Company taking intoconsideration the views of Executive and Non-ExecutiveDirectors;
iii) Assessment of the quality, quantity and timeliness of flowof information between the Company Management andthe Board that is necessary for the Board to effectively andreasonably perform their duties
All the Independent Directors were present at the meeting.
PERFORMANCE EVALUATION OF THE BOARD, ITSCOMMITTEES AND INDIVIDUAL DIRECTORS INCLUDINGINDEPENDENT DIRECTORS
Pursuant to applicable provisions of the Act and the ListingRegulations, the Board, in consultation with its Nomination andRemuneration Committee, has formulated a framework containing,inter-alia, the criteria for performance evaluation of the entire Boardof the Company, its Committees and individual directors, includingIndependent Directors. The framework is monitored, reviewed and
updated by the Board, in consultation with the Nomination andRemuneration Committee, based on need and new compliancerequirements.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
The Company has established a vigil mechanism and accordinglyframed a Whistle Blower Policy in accordance with the provisionsof Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and Rule 7 of the Companies(Meeting of the Board and its Power) Rules 2014. The policy enablesdirectors, employees and business associates to report unethicalbehavior, malpractices, wrongful conduct, fraud, violation ofCompany's code of conduct, leak or suspected leak of unpublishedprice sensitive information without fear of reprisal for appropriateaction. Under the vigil mechanism, all directors, employees,business associates have direct access to the Chairman of the Auditcommittee. The whistle blower policy can be accessed at https://www.krishcastrapping.com.
CODE FOR PREVENTION OF INSIDER-TRADING
Post listing of equity shares of the company, in accordance with SEBI(Prohibition of Insider Trading) Regulations, 2015, the Company hasin place the following: -
1. Code of Conduct for Prevention of Insider Trading and Codeof Practices and Procedures for Fair Disclosure of UnpublishedPrice Sensitive Information (UPSI).
2. Policy for determination of "legitimate purposes" forms part ofthis Code.
3. Policy and procedures for inquiry in case of leak of UPSI/suspected leak of UPSI
All compliances relating to Code of Conduct for Prevention of InsiderTrading which includes maintenance of structural digital data base(SDD) are being managed through a software installed by theCompany in-house including maintenance structural digital database (SDD). This code lays down guidelines advising the designatedemployees and other connected persons, on procedures to befollowed and disclosures to be made by them while dealing withthe shares of the company, and while handling any unpublishedprice sensitive information.
CODE OF CONDUCT
Commitment to ethical professional conduct is a must for everyemployee including Board members and senior managementpersonnel of the company. The duties of Directors including dutiesas an Independent Director as laid down in the Act also formspart of the Code of Conduct. The Code of Conduct is available onthe website of the Company https://www.krishcastrapping.com.All Board members and senior management personnel affirmcompliance with the Code of Conduct annually.
POLICIES OF THE COMPANY
The Company is committed to good corporate governance and hasconsistently maintained its organizational culture as a remarkableconfluence of high standards of professionalism and buildingshareholder equity with principles of fairness, integrity and ethics.The Board of Directors of the Company have from time to timeframed and approved various Policies as required by the CompaniesAct, 2013 read with the Rules issued thereunder and the ListingRegulations. These Policies and Codes are reviewed by the Boardand are updated, if required. The aforesaid policies can be accessedat https://www.krishcastrapping.com.
REGISTRAR AND TRANSFER AGENT (RTA)
The Company appointed Purva Share Registry (India) Private Limitedas its RTA. Details of the RTA are given below.
CIN: U67120MH1993PTC074079
No 9, Shiv Shakti Industrial Estate, Mumbai - 400011,
Maharashtra, India
Tel: 91 022 2301 8261, Fax No: 91 022 2301 2517E-mail: support@purvashare.com ,
Website: www.purvashare.com
DEMATERIALISATION OF SHARES
The Company has entered into tripartite agreements fordematerialization of equity shares with the Purva Share Registry (I)Private Limited, National Securities Depository Limited and CentralDepository Services (India) Limited. As on March 31,2025, the sharesof the Company held in demat form represents 100% of the totalissued and paid-up capital of the Company.
The Company ISIN No. is INE0NR701018.
POSTAL BALLOT
During the year under review, no resolution was passed throughpostal ballot.
PENALTIES
There were no penalties, strictures imposed on the company bystock exchange(s) or SEBI or any statutory authority, on any matterrelated to capital markets, during the year.
SCORES
SEBI processes investor complaints in a centralized web-basedcomplaints redressal system i.e. SCORES. Through this systema shareholder can lodge complaint against a company for hisgrievance. The company uploads the action taken on the complaintwhich can be viewed by the shareholder. The company andshareholder can seek and provide clarifications online through SEBI.
ONLINE DISPUTE RESOLUTION (ODR) PORTAL
As per the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated 31st July, 2023, on "Online Resolution ofDisputes in the Indian Securities Market" a common Online DisputeResolution Portal ("ODR Portal") which harnesses online conciliationand online arbitration for resolution of disputes arising in the IndianSecurities Market.
RECONCILIATION OF SHARE CAPITAL AUDIT
Pursuant to Regulation 76 of Securities and Exchange Board ofIndia (Depositories Participants) Regulations, 2018 [erstwhile SEBIcircular No. D&CC /FIT TC/CIR-16/2002 dated December 31, 2002read with Securities and Exchange Board of India (DepositoriesParticipants) Regulations, 1996], a Company Secretary in Practicecarries out audit of Reconciliation of Share Capital on quarterly basisto reconcile the total admitted equity share capital with the NationalSecurities Depository Limited (NSDL) and the Central DepositoryServices (India) Limited (CDSL) and the total issued and listedequity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares inphysical form and the total number of dematerialized shares heldwith NSDL and CDSL. The said report, duly signed by practicingcompany secretary is submitted to stock exchanges where thesecurities of the company are listed within 30 days of the end of eachquarter and this Report is also placed before the Board of Directorsof the company.
CREDIT RATING
There were no instances during the year which requires the companyto obtain credit rating from any credit rating agencies.
DETAILS OF APPLICATION MADE OR ANY PROCEEDINGPENDING UNDER THE INSOLVENCY AND BANKRUPTCYCODE, 2016 (31 OF 2016) DURING THE YEARALONGWITH THEIR STATUS AS AT THE END OF THEFINANCIAL YEAR
The Company has not made any application or no proceeding ispending under the Insolvency and Bankruptcy Code, 2016 duringthe Financial Year and hence not being commented upon.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OFTHE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKINGLOAN FROM THE BANKS OR FINANCIAL INSTITUTIONSALONG WITH THE REASONS THEREOFDuring the Financial Year under review, there has been no incidentof one time settlement for loan taken from the banks of financialinstitutions and hence not being commented upon.
As per the information available with the Company, there are noagreements entered into by the shareholders, Promoters, PromotersGroup entities, Related Parties, Directors, Key Managerial Personnel,Employees of the Company, its subsidiaries and associatescompanies which are binding the Company in terms of clause 5A ofPara A of Part A of Schedule III of the Listing Regulations.
In commitment to keeping in line with the Green Initiative and goingbeyond it to create new green initiations, an electronic copy of theNotice of the 8th Annual General Meeting of the Company alongwith a copy of the Annual Report is being sent to all Members whoseemail addresses are registered with the Company/ DepositoryParticipant(s) and will is also available at the Company's website athttps:// krishcastrapping.com
During the period since listing of shares of the company to thedate of this report, there were no complaints received from theinvestors. The designated email id for Investor complaint is cs@krishcastrapping.com.
Ms. Diya Venkatesan,
Company Secretary & Compliance OfficerRegistered office:
Building 01B,
LOGOS Mappedu Logistics Park Satharai Village,
Thiruvallur Taluk, Thiruvallur,
Tamil Nadu- 631203,
Contact No. 91 9094575375;
E-mail: cs@krishcastrapping.com.
As on March 31,2025, the company has its place of business (FactoryUnit) in the following location:
THIRUVALLUR, Building 01B, LOGOS Mappedu Logistics
TAMILNADU Park Satharai Village, Thiruvallur Taluk,
Thiruvallur, Tamil Nadu- 631203
The Board of Directors would like to express their sincere appreciationfor the assistance and co-operation received from the governmentand regulatory authorities, stock exchange, financial institutions,banks, business associates, customers, vendors, members, for theirco-operation and support and looks forward to their continuedsupport in future. The Board of Directors wish to place on recordits deep sense of appreciation for the committed services by all theemployees of the Company.
By Order of the Board of Directors
Place: Chennai Whole-Time Director & CEO Chairman & Managing Director
Date: 06/09/2025 DIN: 09541125 DIN: 07941696