Directors Report of Kretto Syscon Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their Thirtieth Annual Report together with Audited Financial Statements for the financial year ended March 31,2025.

FINANCIAL RESULTS

The summarized financial performance highlight is presented in the table below:

(Rs. in Lakhs)
Particulars	Standalone
	FY 2024-25	FY 2023-24
Revenue from Operations	1097.45	-
Other Income	73.11	70.20
Total Income	1170.56	70.20
Expenses:	(612.04)	(35.97)
Profit/(Loss) before exceptional items and tax	558.52	34.24
Exceptional Items	-	-
Profit/(Loss) before tax	558.52	34.24
Tax Expenses	145.21	8.90
Deferred Tax Expenses	145.22	8.82
Profit/ (loss) for the period	413.29	25.42

PERFORMANCE REVIEW

Your company has incurred a net Profit of Rs 413.29 lakhs during the year under review as against Rs. 25.42 lakhs in the previous financial year.

DIVIDEND

Despite the company being profitable, the Board of Directors, after careful consideration, decided not to declare any dividend for the financial year. This decision has been taken in

the interest of strengthening the company''s financial position, conserving resources for future growth opportunities, and ensuring long-term value creation for all stakeholders For the year 2024-25.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In compliance with the provisions of section 125 of the Companies Act, 2013, as at 31st March 2025 Company has not recommended the dividend so, This Clause is not applicable.

TRANSFER TO RESERVES

The Board of Directors have decided not to transfer any amount to the General Reserve for the year under review.

MATERIAL CHANGES AND COMMITMENT. IF ANY. AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

No material changes and commitments have occurred after the closure of the Financial Year 2025 till the date of this Report, which would affect the financial position of your Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act read with the Articles of Association of the Company, Mr. Manishbhai Vasantkumar Nirmal, Non-Executive Non Independent Director, will retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers himself for reappointment.

Brief profile and details of Mr. Manishbhai Vasantkumar Nirmal, Director proposed to be re-appointed as required under the Listing Regulations are contained in the Notice convening the ensuing 30th Annual General Meeting of the Company.

The Board of Directors of the Company at its meeting held on June 14, 2024 recommended appointment of Mr. Manishbhai Vasantkumar Nirmal (DIN: 09852472) as Non-Executive & Non-Independent Director of the Company effective from June 14, 2024 and the same was approved by the Shareholders by way of postal ballot on July 19, 2024 and Board of Directors of the Company also at its meeting held on July 10, 2024 recommended appointment of Mrs. Akshita Dave (DIN: 10690492) as NonExecutive & Independent Director of the Company for term of Five consecutive years effective from July 10, 2024 and the same was approved by the Shareholders by way of postal ballot on August 24,2024

Apart from aforesaid changes there are no changes in Directors and Key Managerial Personnel of the Company.

Details of Directors and composition of various Committees of the Board are provided in the Corporate Governance Report forming part of this report.

Details of the familiarization Programme for Directors have been provided under Corporate Governance section of the report.

Mr. Tushar Shashikant Shah (DIN: 01748630), Managing Director, Mr. Kush Bhadreshbhai

Shah, Chief Financial Officer, and Mrs. Manya Anup Khetwani, Company Secretary continues to remain Key Managerial Personnel of the Company.

During the Financial Year, none of the Directors and Key Managerial Personnel of the Company had any material pecuniary relationship or transactions with the Company.

INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have submitted the requisite declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board reviewed and assessed the veracity of the aforesaid declarations, as required under Regulation 25(9) of the Listing Regulations. In the opinion of the Board, all the Independent Directors fulfil the said conditions as mentioned in Section 149(6) of the Act and the Listing Regulations and are independent of the Management. All the Independent Directors of the Company have complied with the provisions of sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to registration with the Indian Institute of Corporate Affairs for the Independent Directors'' Database. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency

required to fulfil their duties as Independent Directors.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND DIRECTORS

Pursuant to applicable provisions of the Act, and the Listing Regulations, the Board has carried out annual evaluation of its own performance, performance of the Directors including Chairman''s assessment as well as the evaluation of the working of its committees.

The NRC has defined the evaluation criteria and the mechanism for carrying out the Performance Evaluation process for the Board, its Committees and Directors.

During the year, feedback was sought by way of structured questionnaires and evaluation was carried out based on various criteria and the responses received from the Directors.

The criteria for performance evaluation of the Board included aspects such as Board composition and quality, setting strategy, overall direction, effectiveness of Board processes, Board and management relations, contribution, board development, timeliness of information etc., The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effective participation of members of the Committees, deliberations and suggestions made by the Committee, effectiveness of the Committee''s recommendation for the decisions of the Board, etc., A separate peer review exercise

was carried out to evaluate the performance of Individual Directors. The performance evaluation of the Chairman of the Board was also carried out, considering the views of all the remaining Directors.

The Directors noted that the results of the performance evaluation of the Board and its Committees, Chairperson and individual directors indicated a high degree of satisfaction among the Directors. A few areas of improvement which were suggested included Succession Planning, to conduct training programs which are focused in new areas of technology and markets positioning etc.

Further, the Independent Directors, at their exclusive meeting held during the year, reviewed the performance of the Board, its Chairman and Non- executive Directors and other items as stipulated under the Listing Regulations.

CHANGE IN SHARE CAPITAL

The Company Change its Authorised Share Capital two times during the year under review.

• During the year Company''s Share capital was increased from the

16.00. 00.000 (Sixteen crore) equity shares of face value of Rs.1/-(One Rupees) to 36,00,00,000/- (Rupees Thirty-Six Crores Only) consisting of

36.00. 00.000 (Thirty-Six Crores) Equity Shares of Re. 1/- each vide special

resolution passed in the EGM dated 20.07.2024

• During the year Company''s Share capital was increased from the

36,00,00,000/- (Rupees Thirty-Six Crores Only) to Rs.66,00,00,000/-(Rupees Sixty-Six Crores Only) divided into 66,00,00,000/- (Sixty-Six Crores Only) Equity shares of Face Value of Re. 1/- (Rupee One Only) each vide special resolution passed in the AGM dated 24.08.2024.

• During the year under review, the Company increased its paid-up share capital through a Rights Issue of 47,03,94,342 equity shares at an issue price of ¥1/- per share. The allotment was completed on November 18, 2024, resulting in a corresponding increase in the Company''s paid-up share capital.

ANNUAL RETURN

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (''the Act''), in the prescribed form, which will be filed with Registrar of Companies/MCA, for the year ended as on 31^st March, 2025 is hosted on the website of company and can be accessed at

www.krettosysconltd.com NUMBER OF BOARD MEETINGS:

During the Financial Year 2024-25, the Company held Nine (9) board meetings of the

Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and SEBI (Listing obligations & Disclosure

Requirements) Regulations, 2015 were adhered to while considering the time gap between two meetings.

Sr No	Date of Board Meeting	Director Present
1	02-05-2024	3
2	14-06-2024	4
3	10-07-2024	5
4	27-07-2024	5
5	05-10-2024	5
6	07-10-2024	5
7	18-11-2024	5
8	13-12-2024	5
9	29-01-2025	5

OPERATIONS & MANAGEMENT DISCUSSION AND ANALYSIS

The current year''s operations are covered in the Management Discussion and Analysis Report. This Report, as stipulated under Schedule V to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this annual report.

CORPORATE GOVERNANCE

The Report on Corporate Governance, as stipulated in Schedule V to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, forms part of this Report. Further, it is stated that:

(i) The composition of Audit Committee

and other particulars are given in item No. 7 of the Corporate Governance

Report.

(ii) The Company has established a vigil mechanism for directors and employees to

report their genuine concern and grievances. No personnel had been denied access

to the Audit Committee.

(iii) The Company has adopted Risk Assessment Procedure which provides an approach by the Management to identify potential events that may affect the Company, to manage the risk within its risk appetite and to provide reasonable assurance regarding the achievement of the objectives of the Company. The Management prioritizes the risk and finalizes the action plan for

mitigation of the key risks. The Board is of the opinion that there are no elements of risk which may threaten the existence of the Company.

(iv) The numbers of shares held by nonexecutive directors as on 31.03.2025 have been disclosed in item No.

12 of the Corporate Governance Report.

(v) The meeting of Independent Directors was held during the year 2024-25 on 02-05-2024.

(vi) The report on Corporate Governance as stipulated under SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 is presented in a separate section

forming part of this annual report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The directors and KMP of the company as on March 31, 2025, are as under:

Name	Designation
Tushar Shashikant Shah	Chairman & Managing Director
Manish Nirmal	Non-Executive Director
Kapadia Kruti Kevin	Non-Executive - Independent Director,
Rajesh Modi	Non-Executive - Independent Director
Akshita Dave	Non-Executive - Independent Director,
Kush Bhadreshbhai Shah	Chief Financial Officer
Manya Anup Khetwani	Company Secretary

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Companies Act, 2013, the Board of Directors states that:

(a) In the preparation of the annual accounts for the financial year that ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair

view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors had prepared the annual accounts on a going concern basis.

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

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

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by the company are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by and between the Company with Related Parties are on arm''s length basis and in the ordinary course of business. Hence, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions to be reported under Section 188(1) of the Act and Form AOC-2 is not applicable.

All related party transactions are placed before the Audit Committee for its review and approval on a quarterly basis. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. Further, the related party transactions are reviewed by the Statutory Auditors of the Company.

Related Party disclosures as per Ind AS 24 have been provided in Notes to accounts annexed to the financial statements.

PARTICULARS_REGARDINGCONSERVATION_OF_ENERGY-

TECHNOLOGY ABSORPTION. AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details as required under Clause-3 of Rule 8 of the Companies (Accounts) Rules, 2014, are provided in Annexure - I to the Directors'' Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014, and forming part of the Directors'' Report for the year ended 31^st March 2025 is given in a separately Annexure - II to the Directors'' Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Your Company has an Internal Audit team that is responsible for independently evaluating the adequacy and effectiveness of all internal control designs and implementation, risk management, systems and processes. Internal Audit team is manned by appropriately skilled, experienced and qualified personnel. The Internal Audit plan is also aligned with the business objectives of the Company which is reviewed and approved by the Audit Committee. The details on Internal Control Systems and their adequacy are provided in the Management''s Discussion and Analysis which forms part of this Report.

FIXED DEPOSITS

The Company has not either invited or accepted or renewed deposits from the members and public during the financial year ended 31st March 2025, under Chapter V of the Companies Act, 2013.

STATUTORY AUDITOR

The statutory auditor M/s Nirav S. Shah & co., Chartered Accountants (ICAI Firm Registration Number 130244Wwas appointed Annual General Meeting held on 24^th August 2024, for 5 (Five) Consecutive Years.

COST AUDITOR

Maintenance of cost records as specified by the Central Government under Section 148 of the

Companies Act 2013 is not applicable to the Company during the year under review.

REPORTING OF FRAUDS:

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Act.

OTHER DISCLOSURES

The particulars as required under Section 134(3) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are given below:

(i) The Company has in place adequate internal financial controls with reference to financial statements and such controls are adequate and are operating effectively.

(ii) As per Section 92(3) read with 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2025, is available on the website of company i.e. h ttps://www.krettosysconltd.com/

(iii) The Nomination and

Remuneration Policy under Section 178(3) of the Companies Act, 2013, is given in Annexure - III to the Directors'' Report.

(iv)The Secretarial and Legal Compliance Audit Report in Form MR-3 prescribed under Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Section 204(1) of the Companies Act, 2013, is given in Annexure -IV to the Directors'' Report.

(v) The Nomination & Remuneration Committee of the Board has laid down the policy on the Director''s appointment, remuneration, and criteria for determining qualifications, independence of directors, etc. Para-1 of the Corporate Governance Report discloses the criteria for payment of remuneration to Non-Executive Directors and details of remuneration paid to the Managing Director and that the Company does not have Stock Option Scheme.

(vi) The formal annual evaluation of the Board and individual directors have been carried out during the year 2024-25.

(vii) The Company has not entered into a contract with related parties within the meaning of Section 188(1) of the Companies Act, 2013, read with Rule 15 of the Companies (Meetings of Board and

its Powers) Rules, 2014.

(viii) The Company is not a subsidiary and Associate Company of any other company nor has a subsidiary company and Associate Company.

(ix) Pursuant to provisions of Section 134(3) (ca) of the Companies Act, 2013, it is hereby confirmed that during the year 2024-25, there have been no frauds reported by the Auditor.

(x) No significant or material orders were passed by the Regulators or Courts or Tribunals.

(xi) The Company has adopted a policy

under the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act.

(xii) The Directors confirm that the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings’, respectively have been duly followed by your Company.

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

(xiv) Issue of Shares (including Sweat

Equity Shares) to employees of the Company under any Scheme.

(xv) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

(xvi) The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the Financial Year under review, neither any application nor any proceeding is initiated

against the Company under the Insolvency and Bankruptcy Code, 2016

ACKNOWLEDGMENTS

The Board of Directors wishes to express appreciation for the support and cooperation of the employees, various departments of Central and State Governments, Bankers, Financial Institutions, Suppliers, Employees, and Associates.

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Mar 31, 2024

Presentation of the Annual Report together with the Audited Financial Statements of the Company for the year ended 31^st March 2024 is hereby submitted as under:

FINANCIAL RESULTS

The summarized financial performance highlight is presented in the table below:

(Rs. in Lakhs)

Particulars	Standalone
	FY 2023-24	FY 2022-23
Revenue from Operations	-	-
Other Income	70.20	62.81
Total Income	70.20	62.81
EXPENSES:	(35.97)	(37.49)
Profit/(Loss) before exceptional items and tax	34.24	25.32
Exceptional Items	-	-
Profit/(Loss) before tax	34.24	25.32
Net movement in regulatory deferral account balances related to profit or loss and the related deferred tax movement
Items that will not be reclassified to Profit or loss	-	-
Profit/ (loss) for the period	25.42	18.77

PERFORMANCE REVIEW

Your company has incurred a net Profit of Rs 25.42 lakhs during the year under review as against Rs. 18.77 lakhs in the previous financial year.

DIVIDEND

Your Company is incurring losses, the Board of Directors does not recommend any dividend for the year 2023-24.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In compliance with the provisions of section 125 of the Companies Act, 2013, as at 31st March, 2024 Company has not recommend the dividend so, This Clause is not applicable.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year under review due to loss. CHANGE IN SHARE CAPITAL

There is no change in the share capital of the Company during the year under review.

ANNUAL RETURN

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (‘the Act’), in the prescribed form, which will be filed with Registrar of Companies/MCA, for the year ended as on 31^st March, 2024 is hosted on the website of company and can be accessed at www.krettosysconltd.com

NUMBER OF BOARD MEETINGS:

During the Financial Year 2023-24, the Company held Six (6) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015 were adhered to while considering the time gap between two meetings.

Sr No	Date of Board Meeting	Director Present
1	24-05-2023	3
2	27-05-2023	3
3	11-08-2023	3
4	05-09-2023	3
5	06-11-2023	3
6	14-02-2024	3

OPERATIONS & MANAGEMENT DISCUSSION AND ANALYSIS

The current year’s operations are covered in the Management Discussion and Analysis Report. This Report, as stipulated under Schedule V to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this annual report.

CORPORATE GOVERNANCE

The Report on Corporate Governance, as stipulated in Schedule V to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, forms part of this Report. Further, it is stated that:

(i) The composition of Audit Committee and other particulars are given in item No. 7 of the Corporate Governance Report.

(ii) The Company has established a vigil mechanism for directors and employees to report their genuine concern and grievances. No personnel had been denied access to the Audit Committee.

(iii) The Company has adopted Risk Assessment Procedure which provides an approach by the Management to identify potential events that may affect the Company, to manage the risk within its risk appetite and to provide reasonable assurance regarding the achievement of the objectives of the Company. The Management prioritizes the risk and finalizes the action plan for mitigation of the key risks. The Board is of the opinion that there are no elements of risk which may threaten the existence of the Company.

(iv) The numbers of shares held by non-executive directors as on 31.03.2024 have been disclosed in item No. 12 of the Corporate Governance Report.

(v) The meeting of Independent Directors was held during the year 2023-24 on 24-05-2023.

(vi) The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this annual report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The directors and KMP of the company as on March 31, 2024, are as under:

Name	Designation
Tushar Shashikant Shah	Chairman & Managing Director
Kapadia Kruti Kevin	Non-Executive - Independent Director,
Raj esh Modi	Non-Executive - Independent Director
Kush Bhadreshbhai Shah	Chief Financial Officer
Manya Anup Khetwani	Company Secretary

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Companies Act, 2013, the Board of Directors states that:

(a) In the preparation of the annual accounts for the financial year that ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by the company are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no material contracts or arrangements with related parties during the year under review as referred to in sub-section (1) of section 188 of the Companies Act, 2013 and hence disclosure in Form AOC-2 is not attached.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details as required under Clause-3 of Rule 8 of the Companies (Accounts) Rules, 2014, are provided in Annexure - I to the Directors’ Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014, and forming part of the Directors’ Report for the year ended 31^st March 2023 is given in a separately Annexure -II to the Directors’ Report.

FIXED DEPOSITS

The Company has not either invited or accepted or renewed deposits from the members and public during the financial year ended 31st March 2024, under Chapter V of the Companies Act, 2013.

STATUTORY AUDITOR

The statutory auditor M/s S. Mandawat & co., Chartered Accountants (ICAI Firm Registration Number 118330W) was appointed Annual General Meeting held on 20^th September 19, from the financial year 2018-19 to 2023-24.

COST AUDITOR

Maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act 2013 is not applicable to the Company during the year under review.

OTHER DISCLOSURES

The particulars as required under Section 134(3) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are given below:

(i) The Company has in place adequate internal financial controls with reference to financial statements and such controls are adequate and are operating effectively.

(ii) As per Section 92(3) read with 134(3)(a) of the Companies Act, 2013, the Annual Return

as on March 31, 2024, is available on the website of company i.e.

https: //www .krettosysconltd. com/

(iii) The Nomination and Remuneration Policy under Section 178(3) of the Companies Act, 2013, is given in Annexure - III to the Directors’ Report.

(iv) The Secretarial and Legal Compliance Audit Report in Form MR-3 prescribed under Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Section 204(1) of the Companies Act, 2013, is given in Annexure - IV to the Directors’ Report.

(v) The Nomination & Remuneration Committee of the Board has laid down the policy on the Director’s appointment, remuneration, and criteria for determining qualifications, independence of directors, etc. Para-1 of the Corporate Governance Report discloses the criteria for payment of remuneration to Non-Executive Directors and details of remuneration paid to the Managing Director and that the Company does not have Stock Option Scheme.

(vi) The formal annual evaluation of the Board and individual directors have been carried out

during the year 2023-24.

(vii) The Company has not entered into a contract with related parties within the meaning of Section 188(1) of the Companies Act, 2013, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014.

(viii) The Company is not a subsidiary and Associate Company of any other company nor has a subsidiary company and Associate Company.

(ix) Pursuant to provisions of Section 134(3) (ca) of the Companies Act, 2013, it is hereby confirmed that during the year 2023-24, there have been no frauds reported by the Auditor.

(x) No significant or material orders were passed by the Regulators or Courts or Tribunals.

(xi) The Company has adopted a policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act.

(xii) The Directors confirm that the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively have been duly followed by your Company.

ACKNOWLEDGMENTS

The Board of Directors wishes to express appreciation for the support and cooperation of the employees, various departments of Central and State Governments, Bankers, Financial Institutions, Suppliers, Employees, and Associates.

For Kretto Syscon Limited By Order of the Board of Directors

Sd/-

Place: Ahmedabad Tushar Shashikant Shah

Date: July 27, 2024 Managing Director

DIN:01748630

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Mar 31, 2016

To,

The Members of

M/s. Ideal Tex build Limited

The Directors have pleasure in presenting that Bo Report of your Company together with the Audited Statement of Accounts and; Auditors’ Report of your company for the financial year ended, 3fet March, 206.

FINANCIAL HIGHLIGHTS _(Rs. In Lacs)

Particulars	Standalone
	2015-2016	2014-2015
Gross Income	663.19	40.59
Profit Before Interest and Depreciation	19.80	01.67
Finance Charges	00.00	0.062
Gross Profit	19.80	01.67
Provision for Depreciation	00.00	00.00
Net Profit Before Tax	19.80	01.67
Provision for Tax	06.12	00.51
Net Profit After Tax	13.68	01.15
Balance of Profit brought forward	13.68	01.15

DIVIDEND

To conserve the resources of company and with VieWinancial prospects the directors of the company have not recommended any dividend .

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided/proposed (tarry current year profit to its reserves.

CHANGES IN SHARE CAPITAL, IF ANY

During the Financial Year 205-6 the Paid up sharapital of the Company has been increased from Rs. 0, 18, 6,960 to Rs. 4,25, 43,740, pursuant to allotment of 40,72,678 equity shares of Rs 10/- each under issue of fully paid Bonus shares of the Company.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 20B do not apply as there was no dividend declared and / or paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting financial position of the Company occurred between the ends of the financial year to which these fialantatements relate on the date of this report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 20B and rule EQ of the Companies (Management and Administration 204, in Form MGT-9 is annexed herewith for your kind perusal and information.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 205-6, the Company held board meetings of the Board of Directors as per Section 73 of Companies Act, 20B which is summarized below. The provisions of Companies Act,

20B and listing agreement were adhered to while considering theme gap between two meetings.

S No.	Date of Meeting	Board Strength	No. of Directors Present
1	30.05.2015	3	3
2	13.08.2015	3	3
3	19 .08.2015	3	3
4	04.09.2015	3	3
5	23.10 2015	3	3
6	09. 11 2015	3	3
7	29.012016	3	3
8	3.02.2016	3	3
9	5.03.2016	3	3
D	3103.2016	3	3

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section B4(5) of the Companies Act, 20B the Board of Directors of the Company confirms

that-

(a) In the preparation of the annual accounts, hirable accounting standards had been followed along with proper explanation relate to material departures;

(b) The directors had selected such accounting policing applied them consistently and made judgments and estimates that are reasonable and prudent so as toagiveie and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficientfcarfche maintenance of adequate accounting records ir accordance with the provisions of this Act for uafegpg the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, heed dawn internal financialontrols to be followed by the company and that such internal financial centre adequate and we operating effectively.

(f) The directors had devised proper systems to incompliance with the provisions of all applicable laws and that such systems were quite and operating effectively.

AUDITORS AND REPORT THEREON

The Auditors, M/s. S. Manawa & Co, CharteraEbuAtants, to be ratified at the ensuing Annual General Meeting.

Their continuance of appointment and payment ofuneeration are to be confined and approved in the ensuing Annual General Meeting.

Note: Above details may be suitably modified based on the following event.

1 Information about change of Auditor, if any during the year may be included.

2 Information about the proposal of the sharers for appointment of new Auditors.

3. Rotation of Auditors in respect of certain classes of Companies.

There are no qualifications or adverse remarks eirAtihlitors’ Report which require any clarification/ explanation. The Notes on financial statementssedife- explanatory, and needs no further explanation.

Further the Auditors ’ Report for the financial statement’ 3fet March, 206 is annexed herewith for your kind perusal and information.

LOANS, GUARANTEES AND INVESTMENTS

The Company has given Loans and advances among i Rs. 4217Q825/- as per section B6 of the companies act, 2016..

However the company has not given Guaranteed no Investments made under section B6 of the Companies Act, 20B for the financial year ended 3kt March 206.

RELATED PARTY TRANSACTIONS

There are no materially significant related parents actions of the Company with key managerial personnel during the financial year 205-16 which have potential conflict with the interest of the Company at large.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions emotion B4(3) (m) of the Companies Act, 2)B in respect of conservation of energy and technology; sorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

There was no foreign exchange ear mind outgo during the year under review.

RISK MANAGEMENT

Periodic assessments to identify the risk areas arieedaout and management is briefed on the risks in advance to enable the company control risk through a properly defliplan. The risks are classified as financial risks, operational risks and market . risks are taken into account while preparing the annual business plan for the year. The Board is periodically informed of the business risks and the actions them. The Company a policy for Risk management with the following objectives:

’ Provide an overview of the principles of risk management ’ Explain approach adopted by the Company for risk management ’ Define the organizational for effective risk management

- Develop a ” culture that employees to identify risks and associated

Opportunities and to respond to them with effective actions.

- Identify, access and manage existing and new risk a planned and coordinated manner with Minimum disruption and cost, to protect and human, physical and financial assets.

DIRECTORS and KMP

During the financial year 2015-6 there were no changes occurred in the constitution of directors of the company.

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Companies Act, 2015read with the Companies (Corporate Social Resistibility Policy) Rules, 20)4 so there is no requirement to constitute Corporate also Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The information required pursuant to Section with Rule 5 of The companies (Appointment and Remuneration of Managerial Person Rules, 2014 and Companies (Particulars of Employees) Rules, 975, in respect of employees of the Companied Directors is furnished hereunder:

No remuneration is paid to any director of the company.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies 3t, , the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared to consideration inputs received from the Directors, covering various aspects of the Boards finding such as adequacy of the composition of the Board and its Committees, Board culture, execution! performance of specific duties, obligations and governance.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the of the Auditors, M/s. S. Mandawat & CO., confirming compliance of conditions of as stipulated in the Listing Agreement with the Stock Exchanges forms part of the Board Report.

INDEPENDENT DIRECTORS and DECLARATION

The Board of Directors of the Company hereby all the Independent directors duly appointed by the Company have given the declaration and the criteria of independence as provided under section 49(6) of the Companies Act, 20B.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 78() of the Companies Act the Companies Nomination and Remuneration Committee comprises of three rectors. The table sets out the composition of the Committee:

Name of the Director	Position held in the Committee	Category of the Director
Mr. Nitin Trivedi	Chairman	Independent, Non Executive Director
Mr. Kirankumar Parmar	M ember	Executive Director
Mrs. Manisha Patel	Member	Independent non executive Director

Terms of Reference

The Terms of Reference of the Nolin and Remuneration Committee are as under:

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

2 To formulate the criteria for determining positive attributes and independence of a Director

and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee s formulating the policy ensure that:

a. the level and composition of emanation is reasonable and sufficient attract, retain and motivate Directors of the quality the Company successfully;

b. relationship of remuneration to perform an and meets and

c. remuneration to Directors, Key Manage Eris and senior management involves a balance between fixed and incentive pay reflecting short long-term performance objectives appropriate to the working of the company and its goals:

4 Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise softer(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental the objectives of the committee as per provisions of the Act and rules made there under.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors'' recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting ,subject to the subsequent approval of the shareholders at the General Meeting and such (authorities, as may be required. The remuneration is

decided after considering various factors such qualification, experience, performance, responsibilities shouldered, industry standards as well financial position of the Company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees and Commission. The Non Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 77 of the Companies Act, 20B the company Audit Committee comprised of three directors. The board hasnpled the recommendations of the Audit Committee. The table sets out the composition of the Committee:

Name of the Director	Position held in the Committee	Category of the Director
Mrs. Manisha Patel	Chairman	Independent, Non Executive Direct o	-
Mr. Nitin Trivedi	Member	Independent, Non Executive Direct	or
Mr. Kirankumar Parmar	M ember	Executive Director

SECRETARIAL AUDIT REPORT

There are no qualifications or adverse remarks In Secretarial Audit Report which require any clarification/ explanation.

Further the Secretarial Audit Reaorovided by Mr. Umang Lalpurwala, Practicing Company Secretary for the financial year ended, 3kt March, 20K annexed herewith for your kind perusal and information.

COST AUDIT

Cost audit is not applicable to the Company.

VIGIL MECHANISM

As per Section 77(9) and (D) of the Companies Act, 20B, and as per the Clause 49 of the Listing Agreement, the company has Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct the chairperson of the Audit Committee Germany has formulated the present policy for establishing the Whistle Blower Policy to safeguard the interest of its stakeholders, Directors employees, to freely communicate and address to the Company their genuine concerns in relation to assail or unethical practice being carried out in the Company. The details of the Vigil Committee annexed herewith for your kind perusal and information.

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

The Company has in place an Anti Sexual Harassr Pedicy in line with the requirements of The Sexual Harassment of Women at the Workplace (Preonenl Brohibition & Redressal) Act, 20B. Internal Complaints Committee (ICC) has been set up the Bedromplaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations

ACKNOWLEDGEMENT

Your Directors wish to express their the continued co-operation received from the Banks, Government Authorities, Customers, Vendors Shareholders during the year under review. Your Directors also wish to place on record that dense of appreciation for the committed service of the Executives, staff and Workers of the Company.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

DATE : 05.09.2016 PLACE: AHMEDABAD

Sd/- Sd/-

(KIRANKUMAR PARMAR) (NITIN H. TRIVEDI)

DIN : 05213127 DIN : 01544140

---

Mar 31, 2015

The Directors have pleasure in presenting the Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs) Particulars Standalone

2014-2015 2013-14

Gross Income 40.59 30.19

Profit Before Interest and Depreciation 01.67 (0.25)

Finance Charges 0.062 0.005

Gross Profit 01.67 (00.25)

Provision for Depreciation 00.00 00.00

Net Profit Before Tax 01.67 (00.25)

Provision for Tax 00.51 00.00

Net Profit After Tax 01.15 (00.25)

Balance of Profit brought forward 01.15 (00.25)

DIVIDEND

To conserve the resources of company and with vie to financial prospects the directors of the company have not recommended any dividend.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided/proposed to carry current year profit to its reserves.

CHANGES IN SHARE CAPITAL, IF ANY

During the Financial Year 2014-15, the Paid up share capital of the Company has been increased from Rs. 18, 16,960 to Rs. 10, 18, 16,960, pursuant to allotment of 10000000 equity shares of Rs 10/- each under Preferential allotment of the Company.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and / or paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report except that company has came up with the preferential issue of equity shares of the company of 1,00,00,000 equity shares.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2014-15, the Company held fifteen board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

S No.Date of Meeting Board Strength No. of Directors Present

1 28.05.2014 3 3

2 10.07.2014 3 3

3 17.07.2014 3 3

4 01.09.2014 3 3

5 03.09.2014 3 3

6 04.09.2014 3 3

7 18.10.2014 4 4

8 01.11.2014 4 4

9 05.11.2014 4 4

10 14.11.2014 4 4 11 30.12.2014 4 4

12 14.02.2015 4 4

13 16.02.2015 4 4

14 10.03.2015 4 4

15 11.03.2015 3 3

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND REPORT THEREON

The Auditors, M/s. S. Mandawat & Com, Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment.

Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

Note: Above details may be suitably modified based on the following event.

1. Information about change of Auditor, if any during the year may be included.

2. Information about the proposal of the shareholders for appointment of new Auditors.

3. Rotation of Auditors in respect of certain classes of Companies.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information.

LOANS, GUARANTEES AND INVESTMENTS

The Company has given Loans and advances. However the company has not given Guarantee and no Investments made under section 186 of the Companies Act, 2013 for the financial year ended 31st March 2015.

RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are attached herewith in Form No. AOC-2 for your kind perusal and information.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

- Provide an overview of the principles of risk management

- Explain approach adopted by the Company for risk management

- Define the organizational structure for effective risk management

- Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

- Identify, access and manage existing and new risks in a planned and coordinated manner with Minimum disruption and cost, to protect and preserve Company's human, physical and financial assets.

DIRECTORS and KMP

During the current financial year the following changes have occurred in the constitution of directors of the company:

S. No Name Designation Date of appointment

1 MUKUND SHAH Director 07.07.2010

2 KIRANKUMAR Director 30.09.2014 PARMAR

3 ALPESH M. GUPTA Director 22.10.2013

4 NITIN H. TRIVEDI Director 18.10.2014

5 RAJIV SHASTRI Director 01.01.2011

6 MANISHA H. Director 18.10.2014 PATEL

Sl.Name Date of Mode of No. cessation Cessation

1. MUKUND SHAH 30.09.2014 Resignation u/s 168

2. KIRANKUMAR PARMAR - -

3. ALPESH.M.GUPTA 18.10.2014 Resignation u/s 168

4. NITHIN H. THRIVEDI - -

5. RAJIV SHASTRI 11.03.2015 Resignation u/s 168

6. MANISHA H. PATEL - -

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

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

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the Certificate of the Auditors, M/s. S. Mandawat & CO., confirming compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges forms part of the Board Report.

INDEPENDENT DIRECTORS and DECLARATION

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company's Nomination and Remuneration Committee comprises of three Non-executive Directors. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director

Mr. Nitin Trivedi Chairman Non Executive Director

Mr. Kirankumar Parmar Member Executive Director

Mrs. Manisha Patel Member Non Executive Director

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

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

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

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

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees and Commission. The Non Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the company's Audit Committee comprised of three directors. The board has accepted the recommendations of the Audit Committee. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director

Mrs. Manisha Patel Chairman Non Executive Director

Mr. Nitin Trivedi Member Non Executive Director

Mr. Kirankumar Parmar Member Executive Director

SECRETARIAL AUDIT REPORT

There are no qualifications or adverse remarks in the Secretarial Audit Report which require any clarification/ explanation.

Further the Secretarial Audit Report as provided by M/s. Khushbu Trivedi & Associates, Practicing Company Secretary for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information.

COST AUDIT

Cost audit is not applicable to the Company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company. The details of the Vigil Committee are annexed herewith for your kind perusal and information.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition Prohibition & Redressal) 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.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

For & on behalf of the Board of Directors

Date : 4thSeptember, 2015

Place: Ahmedabad Sd/- Sd/-

(KIRANKUMAR PARMAR) (NITIN H. TRIVEDI)

DIN : 05213127 DIN : 01544140

---

Mar 31, 2011

To The Members of ideal Optics Ltd.

The Directors have pleasure in presenting the Annual Report together with the audited statement of accounts for the period ended on 31st March, 2011.

FINANCIAL RESULTS :

(Rs. in Lacs)

Particulars 2010-2011 2009-2010

1. Total Income 346.81 16.25

2. Total Expenditure 341.33 15.19

3. Profit/(Loss) before

Depreciation & Taxation 7.63 3.19

4. Depreciation 2.13 2.13

5. Provision for taxation NIL NIL

6. Profit (loss) after Tax 5.49 1.06

DIVIDEND:

Your Directors do not recommended any Dividend for the period under review.

DIRECTORS :

Shri Mukund M. Shah, Director of the Company retire by rotation at the ensuing annual general meeting and being eligible, offer himself for reappointment. The Board recommends their reappointment.

Mr. Rajiv Ushakant Shastri was appointed as an additional Director w.e.f 01.01.2011 and accordingly holds office upto the ensuing annual general meeting. Company has received notice in writing from member of the company proposing candidature of Mr. Rajiv Ushakant Shastri for Director. Board recommends his appointment as Director of the company.

Mr Atui M Shah, Director of the company had resigned from the post of director w.e.f. 17.01.2011. Mr Rajesh A Mehta & Mr Chandrakant D Kothari, Directors of the company had resigned from the post of Director w.e.f. 01.10.2010. Mr. Ashish M. Shah and Mr. Sanjay M. Shah resigned from Directorship w.e.f. 09.09.2010.

AUDITORS :

M/S Vishves A. Shah & Co., Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible, are recommended for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable accounting standard had been followed along with proper explanation relating to material departures.

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

SECRETARIAL COMPLIANCE REPORT:

In Compliance of the Provision of section 383A of the Companies Act, 1956 the Board is pleased to enclose the Secretarial Compliance Report of Practicing Company Secretaries for the Year 2010- 2011 as part of this Directors Report.

CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance there to is set out in the Annexure forming part of this report.

LISTING :

The Company's Shares are listed on Ahmedabad Stock Exchange Limited and Bombay Stock Exchange Limited.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

PARTICULARS OF THE EMPLOYEES :

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and henceforth not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

Conservation of energy and technology absorption information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable. There is no Foreign Exchange Earnings and Outgoes during the year.

ACKNOWLEDGMENT :

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company.

PLACE : AHMEDABAD FOR AND ON BEHALF OF THE

DATE : 30.08.2011 BOARD OF DIRECTORS



DIRECTOR

---

Mar 31, 2010

The Members

The Directors have pleasure in presenting the Annual Report together with the audited statement of accounts for the period ended on 31st March, 2010.

FINANCIAL RESULTS :

(Rs. in Lacs)

Particulars 2009-2010 2008-2009

1. Total Income 11.55 8.30

2. Profit/(Loss) before

Depreciation & Taxation (1.07) (10.62)

3. Depreciation 2.13 1.82

4. Provision for taxation 0.00 0.00

5. Profit (loss) after Tax 1.05 (8.79)

6. Balance carried to Balance sheet (322.78) (323.84)

DIVIDEND :

Considering the past Losses, your Directors do not recommended any Dividend for the period under review.

DIRECTORS :

Shri Rajesh Mehta and Shri Ashish Shah, Directors of the Company retire by rotation at this annual general meeting and being eligible, offer themselves for reappointment. The Board recommends their reappointment. Mr. Mukund M Shah who was appointed as an additional Director w.e.f 07.07.2010 was appointed as Director of the company

AUDITORS :

M/S Vishves A. Shah & Co., Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible, are recommended for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standard had been followed along with proper explanation relating to material departures.

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

SECRETARIAL COMPLIANCE REPORT:

In Compliance of the Provision of section 383A of the Companies Act, 1956 the Board is pleased to enclose the Secretarial Compliance Report of M/s. A. Santoki and Associates, Company Secretaries for the Year 2009-2010 as part of this Directors Report.

CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance there to is set out in the Annexure forming part of this report.

LISTING :

The Company’s Shares are listed on Ahmedabad Stock Exchange Limited and Mumbai Stock Exchange Limited.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

PARTICULARS OF THE EMPLOYEES :

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and henceforth not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

Conservation of energy and technology absorption information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable. There is no Foreign Exchange Earnings and Outgoes during the year.

ACKNOWLEDGMENT :

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company.

PLACE : AHMEDABAD FOR AND ON BEHALF OF THE

DATE : 30.08.2010 BOARD OF DIRECTORS

SD/-

CHAIRMAN