Directors Report of Kriti Industries (India) Ltd.

Mar 31, 2025

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

FINANCIAL HIGHLIGHTS

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

Particulars	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	72,190.67	86,662.61	72,190.69	86,662.61
Other Income	363.05	337.59	364.58	339.44
Total Revenue	72,553.72	87,000.20	72,555.27	87,002.05
Operating Expenses	69,356.03	80,714.93	69,358.81	80,715.79
EBITDA	3,197.69	6,285.27	3,196.46	6,286.26
Finance Cost	2,390.06	2,096.26	2,327.65	2,037.53
Depreciation	1,445.50	1,199.45	1,445.50	1,199.45
Profit/ (Loss) before Exceptional Items and Tax	(637.87)	2,989.56	(576.69)	3,049.28
Exceptional Items (Reversal of Impairment Loss)	-	-	-	-
Tax Expenses	(188.31)	848.09	(172.73)	863.14
Profit/ (Loss) after Tax	(449.56)	2,141.47	(403.96)	2,186.14
Profit/(Loss) from discontinued operations	-	-	-	-
Tax expenses on discontinued operations	-	-	-	-
Profit/(Loss) after discontinued operations	(449.56)	2,141.47	(403.96)	2,186.14
Share in Net Profit/(Loss) of Associate Company	-	-	(23.52)	6.83
Net Profit/ (Loss) for the period	(449.56)	2,141.47	(427.48)	2,192.97

OPERATIONAL PERFORMANCE

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

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

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

DIVIDEND

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

SHARE CAPITAL

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

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

CHANGE IN CAPITAL STRUCTURE AND
LISTING AT STOCK EXCHANGES

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

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

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

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

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

Financial Year	No. of Warrants	No. of warrants	No. of warrants	Date of Allotment/	Paid up capital
	issued	converted into Equity Shares	outstanding	Conversion	(in H)
2024-25	94,61,480	0	94,61,480	27th July, 2024	-
2024-25	0	15,00,000	79,61,480	11th February, 2025	5,11,03,520

CHANGE IN CONTROL AND NATURE
OF BUSINESS

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

BUSINESS TRANSFER

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

TRANSFER TO RESERVES

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

EMPLOYEES STOCK OPTION SCHEME (ESOP)

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

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

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

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

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

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

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

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

DEPOSITS

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

S. No.	Particulars	Amount in H
1.	Details of Deposits accepted during the year	Nil
2.	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3.	Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4.	Deposits not in compliance with law	N.A.
5.	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

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

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Directors liable to retire by rotation seeking
re-appointment:

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

Managing and Whole-time Directors:

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

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

Independent Directors

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

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

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

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

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

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

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

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

Other Key Managerial Personnel

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

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

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

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

iii) Mr. Rajesh Sisodia, Chief Financial Officer;

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

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

BOARD EVALUATION

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

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

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

MEETINGS

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

NOMINATION & REMUNERATION POLICY

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

COMMITTEES OF THE BOARD

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

i) . Audit Committee

ii) . Nomination and Remuneration Committee

iii) . Stakeholders'' Relationship Committee

iv) . Corporate Social Responsibility Committee

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

HOLDING, SUBSIDIARY AND ASSOCIATE
COMPANY

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

Name of the Company	Status	% age of Holding
Kriti Auto & Engineering	Wholly Owned	100.00%
Plastics Pvt. Ltd.	Subsidiary
FP Elite Energy Private	Associate	34.78%
Limited	Company

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

Report on performance of the Associate and
Wholly Owned Subsidiary Company

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

RELATED PARTY TRANSACTIONS

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

DISCLOSURE FOR PARTICULARS OF
EMPLOYEES

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

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

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

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, is attached as "Annexure E" and forms part of this
report.

PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

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

CORPORATE GOVERNANCE

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

RISK MANAGEMENT

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

VIGIL MECHANISM / WHISTLE BLOWER
POLICY

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

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

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

b) that the Directors have selected such accounting
policies and applied them consistently and have made
judgment and estimates that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial
year ended 31^st March 2025 and of the loss of the
Company for that period;

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

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

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

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

INTERNAL CONTROL AND THEIR ADEQUACY

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

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

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

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

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

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

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

ANNUAL RETURN

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

AUDITORS AND THEIR REPORT

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

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

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

COST RECORD AND AUDIT

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

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

SECRETARIAL AUDITOR

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

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

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

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

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

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

INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

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

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

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

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

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

Total Complaints outstanding as of 01/04/2024	New complaints received during the year 2024-25	Complaints Disposed during the year 2024¬ 25	Total Complaints outstanding as of 31/03/2025	Total number of Complaints pending for more than 90 days
0	0	0	0	0

CODE FOR PREVENTION OF INSIDER TRADING

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

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

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

GENERAL

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

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

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

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

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

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

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

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

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

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board
Shiv Singh Mehta

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

Place: Indore (DIN: 00023523)

---

Mar 31, 2024

The directors present their 34thAnnual Report on the affairs of the Company together with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

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

(Rs. in Lakhs)
Particulars	STANDALONE		CONSOLIDATED
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	86,662.61	73,247.39	86,662.61	73,247.40
Other Income	337.59	353.07	339.44	353.07
Total Revenue	87,000.20	73,600.46	87,002.05	73,600.47
Operating Expenses	80,714.93	74,022.04	80,715.42	74,022.04
EBITDA	6,285.27	(421.58)	6,286.83	(421.57)
Finance Cost	2,096.26	1,735.50	2,037.53	1,673.90
Depreciation	1,199.45	913.35	1,199.45	913.35
Profit/ (Loss) before Exceptional Items and Tax	2,989.56	(3,070.42)	3,049.29	(3,008.82)
Exceptional Items (Reversal of Impairment Loss)	-	-	-	-
Tax Expenses	848.09	(729.58)	863.14	(729.58)
Profit/ (Loss) after Tax	2,141.47	(2,340.84)	2,186.15	(2,279.24)
Profit/(Loss) from discontinued operations	-	-	0.00	(7.55)
Tax expenses on discontinued operations	-	-	0.00	13.60
Profit/(Loss) after discontinued operations	2,141.47	(2,340.84)	2,186.15	(2,300.39)
Share in Net Profit/(Loss) of Associate Company	-	-	6.83	(0.25)
Net Profit/ (Loss) for the period	2,141.47	(2,340.84)	2,192.98	(2,300.64)

OPERATIONAL PERFORMANCE

During the Financial Year ended 31^st March, 2024, your Company has achieved on standalone basis an operational turnover of H86,662.61 Lakhs as compared to H73,247.40 Lakhs in the previous Financial Year and the Profit after Tax is H2,141.84 Lakhs as compared to Loss of H2,340.84 Lakhs in the previous Financial Year.

On a Consolidated basis, your Company has achieved an operational turnover of H86,662.61 Lakhs as compared to H73,247.40 Lakhs in the previous Financial Year and Profit After Tax of H2186.15 Lakhs as compared to Loss of H2,279.24 Lakhs in the previous Financial Year.

DIVIDEND

Your directors are pleased to recommend a dividend @ 20% (Rs 0.20 per equity shares of Re. 1/- each on 4,96,03,520 Equity Shares) for the Financial Year 2023-24 aggregating to H99.21 Lakhs (Previous year NIL) which is subject to the approval of members at the ensuing annual general meeting and shall be payable to those Shareholders whose names appear in the Register of Members as on the Book Closure/Record Date.

CHANGE IN CONTROL AND NATURE OF BUSINESS

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

BUSINESS TRANSFER

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

TRANSFER TO RESERVES

During the year, the Company has transferred H150.00 Lakhs (Previous Year H Nil) to the general reserves, other than that no amount has been transferred to any other reserve.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March 2024 was H496.04 Lakhs divided into 4,96,03,520 equity shares of Re. 1/- each. There is no change in Equity Share Capital of the Company during the year, the shares of the Company are listed and regularly traded at the trading platform of BSE Ltd. and National Stock Exchange of India Limited.

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

The Board of Directors of the Company at its meeting held on 3^rd May, 2024 have in-principally approved the proposal to amalgamate Kriti Auto & Engineering Plastics Pvt. Ltd., Wholly Owned Subsidiary with the Company.

DEPOSITS

Your Company has not accepted any deposit from the public falling within the ambit of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unpaid or unclaimed deposits as on 31^st March, 2024. Further, the Company has not accepted any deposit or loans in contravention of the provisions of Chapter V of the Companies Act, 2013 and the Rules made there under.

S. No.	Particulars	Amt in H
1.	Details of Deposits accepted during the year	Nil
2.	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3.	Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4.	Deposits not in compliance with law	N.A.
5.	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors liable to retire by rotation seeking re-appointment:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Purnima Mehta (DIN 00023632), Whole-time Director of the Company is liable to retire by rotation at the ensuing 34thAnnual General Meeting and being eligible has offered herself for re-appointment.

Managing and Whole-time Directors:

Mr. Shiv Singh Mehta (DIN 00023523),was re-appointed as the Chairman and Managing Director of the Company by passing Special Resolution at the 31stAGM held on 07.08.2021 for a term of 5 (five) years w.e.f. 01.10.2021 and will also attain age of 70 years during the proposed tenure.

Mrs. Purnima Mehta (DIN 00023632), was also re-appointed as the Whole-time Director of the Company by passing Special Resolution at the 31stAGM held on 07.08.2021 for a period of 3(three) years w.e.f. 01.07.2022.

Whole-time Directors seeking re-appointment at the ensuing 34^th Annual General Meeting:

Upon the recommendation of the Nomination and Remuneration Committee, your Board of Directors has recommended the re-appointment of Smt. Purnima Mehta (DIN: 00023632) as the Whole-time Director of the company for a further period of 3 (Three) years w.e.f. 1^st July, 2025 to 30^th June, 2028 by passing Special resolution at the ensuing 34thAnnual General Meeting.

Necessary information on the Director(s) seeking appointment/re-appointment has been given in the Notice of the ensuing 34thAnnual General Meeting.

Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations. The Board considered and formed an opinion that all the independent directors meet the criteria of independence as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have also registered themselves with Independent Directors'' Databank.

Your Board would like to inform that, the second term of five years of Mr. Rakesh Kalra and Mr. Manoj Fadnis the Independent Directors has been completed from the closure of the business hours of 31.03.2024.

Mr. Siddharth Sethi (DIN: 01548305) was appointed as an Additional Director in category of the Non-Executive Independent Director by the Board on 28^th March, 2024 effective from 1^st April, 2024 for first term of 5 (five) years subject to confirmation by shareholders in next general meeting or three months from the date of appointment, whichever is earlier.

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

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

The Board recommends and confirms the appointment of the Independent Director at ensuing 34^th AGM as set out in the Notice of the Meeting to be held on 18thJune, 2024.

Other than that, during the year under review, the company has not appointed any other Independent Director.

Other Key Managerial Personnel

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

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

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

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

iii) Mr. Rajesh Sisodia, Chief Financial Officer;

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

BOARD EVALUATION

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

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

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

MEETINGS

During the financial year Five (5) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

NOMINATION & REMUNERATION POLICY

The Company has a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and for determination of their remuneration. The salient features of Nomination and Remuneration Policy are stated in the Corporate Governance Report. The Nomination and Remuneration

Policy duly approved by the Board has been posted on the Company''s website http://kritiindustries.com/

COMMITTEES OF THE BOARD

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

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders'' Relationship Committee

iv) Corporate Social Responsibility Committee

The Company has also constituted Investment and Finance Committee and Internal Complaint Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A detailed note on the Committees is provided in the Corporate Governance Report.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

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

Name of the Company	Status	% age of Holding
Kriti Auto & Engineering	Wholly Owned	100.00%
Plastics Pvt. Ltd.	Subsidiary
FP Elite Energy Private	Associate	34.78%
Limited	Company

Further, your company is a subsidiary of Sakam Trading Private Limited which holds about 61.44% of the total paid-up capital of the company as at the end of the financial year 2023-24.

Report on performance of the Associate and Wholly Owned Subsidiary Company

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

RELATED PARTY TRANSACTIONS

During the period under review, all related party transactions entered were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions as per the provisions of section 188 of the Companies Act, 2013 made by the Company with Promoters, Directors, KMPs or other designated persons or their relatives which may have a potential conflict with the interest of the Company at large. Since, there is no material related party transactions in the company which are not on arms length basis. Therefore, the company is not required to annex Form AOC-2 with this report.

Separate disclosure as per Regulation 34(3) of SEBI (LODR) Regulations, 2015 is made in the notes to the

accounts attached with the financial statement, therefore not reproduced here under. The policy on Related Party Transactions duly approved by the Board has been posted on the Company''s website http://kritiindustries.com/.

Your Company has passed an Ordinary Resolution at 33rdAnnua1 General Meeting held on 28thAugust, 2023 under Regulation 23 of the SEBI (LODR) Regulations, 2015 read with section 188 of the Companies Act, 2013 for entering into transactions for transfer of resources etc. with the related Parties.

Pursuant to SEBI/HO/CFD/POD2/CIR/P/2023/120 dated 11/07/2023, Your board is proposing to pass an Ordinary Resolution in the ensuing General Meeting for material related party transaction related to transfer of resources with the Related Party.

CORPORATE SOCIAL RESPONSIBILITY

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

DISCLOSURE FOR PARTICULARS OF EMPLOYEES

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

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as "Annexure D" and forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

CORPORATE GOVERNANCE

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

RISK MANAGEMENT

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

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

Details of the Vigil Mechanism Policy are made available on the Company''s website http://kritiindustries.com/and have also been provided as "Annexure E" of part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) that in the preparation of the annual financial statements for the year ended 31stMarch 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March 2024 and of the profit of the Company for that period;

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

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

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

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

INTERNAL CONTROL AND THEIR ADEQUACY

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

The Statutory Auditors in their audit report have opined that these controls are operating effectively. The Audit team develops an audit plan based on the risk profile of the business activities. The annual internal audit plan is approved by the Audit Committee, which also reviews compliance to the plan. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee.

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

The Board has implemented systems to ensure compliance of all applicable laws. These systems were effective and operative. At every quarterly interval, the

Managing Director and the Company Secretary place before the Board a certificate certifying compliance of laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all business unit and functional heads responsible for compliance of such applicable laws and regulations.

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

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website on https://kritiindustries.com/ investor-desk/annual-returns/

AUDITORS & THEIR REPORT

The shareholders at their 30^th Annual General Meeting (AGM) held on 8^th August, 2020 upon the recommendation of Audit Committee and Board of Directors of the company had approved the re-appointment of M/s. Rakesh Kumar & Associates, Chartered Accountants (FRN: 002150C), Indore as Statutory Auditors to hold office for a second term of 5 (Five) consecutive years from the conclusion of 30^th AGM till the conclusion of 35^th Annual General Meeting to be held in the year 2025 at such remuneration as may be approved by the Audit Committee and Board of Directors of the company as per the provisions of section 139 of the Companies Act, 2013, As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report and the Notes on financial statement for the year 2023-24 referred to in the Auditor''s Report are self-explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

COST AUDITOR

Your company is maintaining the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.In pursuance of Section 148 of the Companies Act, 2013, your Directors appointed Mr. S.PS. Dangi, Cost Accountant, (FRN 100004), Indore to conduct the Audit of the Cost Accounting records for the financial year 2023-24The Company has filed the Cost Audit Report for the year 2022-23 to the Central Government.

Due to health reason Mr. S.PS. Dangi, Cost Accountant has expressed his inability to seek his re-appointment as the cost auditor after completion of his assignment for the

year 2023-24. The Board has recorded its sincere gratitude and appreciation for services rendered by Mr. S.P.S. Dangi.

Therefore, on the recommendation of the Audit Committee, the Board at its meeting held on 03rdMay, 2024 has appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (FRN: 000030) as the Cost Auditors to conduct the Audit of the Cost Accounting records for the financial year 2024-25. As required under section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the shareholders. Therefore, the Board of Directors recommend the remuneration payable to M/s Dhananjay V. Joshi & Associates, Cost Accountants (FRN: 000030) for the financial year 2024-25 for the ratification by the Members in the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s Ajit Jain & Co., Company Secretaries, (C.PNo. 2876) Indore to conduct Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended 31stMarch 2024 in Form MR-3 is attached as "Annexure F" and forms part of this Report. The Report of the Secretarial Auditor does not contain any qualification, reservation or adverse remark, therefore, do not call for any comments except the below:

Auditor Observation	Management Explanation
In the related party transaction report for the period ended 30.09.2023 opening balance of inter corporate deposit with Kriti Nutrients Ltd. was of H240.00 Million, however, the closing balance in the report for the period ended 31.03.2023 was H249.70 Million. was filled on stock exchanges.	There was a typographical error in providing details in the related party transaction report for the period ended 30.09.2023.

Further, the Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 3rdMay, 2024 has appointed M/s. Ajit Jain & Co., Company Secretaries (C.PNo. 2876) to conduct Secretarial Audit for the financial year 2024-25.

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

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

During the year under review, an amount of H3,40,890/- in respect of unpaid/unclaimed interim dividend declared for the FY 2015-16 was transferred to the Investor Education and Protection Fund Authority as well as 86,360 equity shares of face value of H1/- each, in respect of unpaid/ unclaimed interim dividend declared in FY 2015-16, was also transferred and credited to the IEPF Authority by the Company.

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

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

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints received during the year.

CODE FOR PREVENTION OF INSIDER TRADING

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

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

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and

Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/ OVAM and no physical meeting will be held and your company has make necessary arrangements with CDSL to provide facility for e-voting including remote e-voting. The details regarding e-voting facility are being given with the notice of the Meeting.

GENERAL

Your Directors state that during the year under review:

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

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

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

d) There have been no material changes and commitments affecting the financial position of the Company which have occurred between financial year ended on 31stMarch, 2024, to which the financial statements relate and the date of this report.

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

f) Your Company has not declared and approved any Corporate Action viz buy back of securities, issuance of bonus shares, right shares of issuance of securities on preferential basis mergers and de-mergers, split and issue of any securities and has not failed to implement

or complete the Corporate Action within prescribed timelines.;

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

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

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

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

ACKNOWLEDGEMENT

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

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Mar 31, 2018

The Directors have the pleasure in presenting the 28th Annual Report together with Audited Financial Statements of the Company for the year ended on 31st March, 2018.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2018 is summarized below:

(Rs. in Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	2017-18	2016-17	2017-18	2016-17
Total Turnover	44424.55	40648.29	46354.96	43224.17
Profit before Interest, Depreciation & Taxes	3224.51	3001.46	3281.91	3036.43
Less: Interest	1252.94	1212.35	1301.85	1274.84
Profit before depreciation	1971.57	1789.11	1980.06	1761.59
Less: Depreciation	561.83	480.73	590.90	514.02
Profit/ (Loss) Before Tax	1409.74	1308.38	1389.16	1247.57
Provision for Taxation	487.28	436.93	469.75	432.61
Net Profit/(Loss)	922.46	871.45	919.41	814.96

STATE OF COMPANY’S AFFAIRS

The Company has achieved a total turnover of Rs. 44424.55 Lakhs (Rs. 40648.29 Lakhs) and Profit before Tax Rs. 1409.74 Lakhs (Rs. 1308.38 Lakhs) and Profit after Tax of Rs. 922.46Lakhs (Rs. 871.45Lakhs).

On consolidate basis total turnover achieved Rs. 46354.96 Lakhs (Rs. 43224.17 Lakhs) and Profit before Tax Rs. 1389.16 Lakhs (Rs. 1247.57 Lakhs) and Profit after Tax of Rs. 919.41 Lakhs (Rs. 814.96 Lakhs).

The Company has adopted Ind AS w.e.f. 1st April, 2017 with a transition date of 1st April, 2016. Accordingly, results for the year ended 31st March, 2018 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India. Previous Periods figures have been restated as per Ind AS to make them comparable. DIVIDEND

Your directors are pleased to recommend a dividend of @ 15% (Rs. 0.15/-per equity shares of Rs. 1/- each on 49603520 Equity Shares) for the Financial Year 2017-18 aggregating to Rs. 74.40 Lakhs.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

a) that in the preparation of the annual financial statements for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 March, 2018 and of the statement of profit and loss of the Company for that period;

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

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

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

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

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions on Corporate Governance as prescribed in the Regulation 27 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges. A separate report on Corporate Governance as per schedule V {C} of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 is included as a part of the Annual Report along with the Auditors’ Certificate on its compliance.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were at an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee thereafter before the Board for approval.

Separate disclosure as per regulation 34 (3) and 53 (f) of SEBI (Listing obligations and Disclosure Requirement) Regulations, 2015 is made in the report. AOC-2 is annexed hereto as Annexure A and forms a part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities is annexed hereto as Annexure B and forms a part of this Report.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Directors have laid down internal financial controls to be followed by your Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

DIRECTORS

In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the directors liable to retire by rotation, the Independent Directors are not included in the total number of directors of the Company. Accordingly, Mrs. Purnima Mehta, Director (DIN: 00023632) of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment as a Director of the Company. The Board recommended her reappointment.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Saurabh Singh Mehta (DIN: 00023591) was appointed as an Additional Director in the category of Non-executive Director w.e.f. 7th February, 2018 and he holds office as such up to the date of ensuing Annual General Meeting. Mr. Saurabh Singh Mehta is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. The Company has received requisite notice in writing from a member proposing his candidature as a Director at the ensuing Annual General Meeting. Your Board based on the recommendation of the Nomination and Remuneration Committee recommends appointment of Mr. Saurabh Singh Mehta as Director who is liable to retire by rotation.

The Board of Director of the Company expresses its deep condolences on the sad demise of Dr. Swatantra Singh Kothari on 7th November, 2017. The Board express wishes to put on record its sincere and deep appreciation for his invaluable guidance and contribution from time to time in building up the Company’s growth.

DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors under sub-section (7) of Section 149 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

During the year under review there was no change.

MEETINGS

During the Financial year Four Board Meetings and Five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the Provisions of the Companies Act, 2013 and as stipulated under Chapter IV (17) (10) SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors. A structured evaluation process covering various aspects of the Boards functioning such as Composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The Directors were satisfied with the evaluation results, which reflected overall engagement of the Board and its Committees with the company.

AUDITORS AND AUDITOR’S REPORT

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, Rakesh Kumar & Associates, Chartered Accountants (FRN 002150C) appointed as auditors of the company up to Annual General Meeting of the Company to be held in the year 2020 on such remuneration as may be fixed by the Board from time to time. As per amended Companies Act, 2013 notified w.e.f. 7th May, 2018 no ratification of appointment of Auditors is required in every Annual General Meeting.

The notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 your Directors had, on the recommendation of the Audit Committee, appointed Mr. S.P.S. Dangi, proprietor of M/s S.P.S Dangi, Cost Auditor (F.R.No 100004) to audit the cost accounts of the Company for the financial year ending 31st March, 2019. Resolution seeking Member’s ratification for the remuneration payable to Mr. S.P.S. Dangi, proprietor of M/s S.P.S Dangi, Cost Auditor (F.R.No 100004) is included at Item No.5 of the Notice convening the Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Kaushal Agrawal & Co., Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith.

SUBSIDIARY COMPANY

Kriti Auto & Engineering Plastics Private Limited, wholly owned subsidiary of the company, achieved gross turnover of Rs. 1,930.41 Lakhs (Previous Year Rs. 2,575.87 Lakhs) incurred a net loss after tax of Rs 3.07 Lakhs (Previous Year Rs. 56.44 Lakhs) during the year.

A Statement containing the salient features of the financial statement of subsidiary as prescribed under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of The Companies (Accounts) Rules, 2014 is attached and forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013, Accounting Standard (AS)-21 and Ind AS-27 “Consolidated Financial Statements” the audited Consolidated Financial Statements form part of the Annual Report. The Financial Statements of subsidiary Company has been prepared in the same form and manner as that of the Company.

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

The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

STATUTORY INFORMATION

LOANS AND ADVANCES FROM DIRECTORS

The Loans and Advances as on 31 March 2018, taken from Directors is Rs. 210 Lakhs .

PUBLIC DEPOSIT

The company has not received/accepted any deposits from public during the year under review within the meaning of section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014 and there is no overdue unpaid/unclaimed deposit as at 31st March, 2018.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure C and forms a part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Information as per section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure D and forms a part of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form No. MGT-9 as required under Section 92 of the Companies Act, 2013 for the financial year ending 31st March, 2018 is annexed hereto as Annexure E and forms a part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

SECRETARIAL STANDARD COMPLIANCE

Company is in compliances with applicable Secretarial Standards

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from its subsidiary.

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

e) During the year under review, there were no cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

f) Amount of Rs. 3,36,850.00 was transferred to the Investor Education and Protection Fund by the Company during the year ended 31st March 2018.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

Place: Indore By order of the Board,

Date: 16th May, 2018

Kriti Industries (India) Ltd

CIN L25206MP1990PLC005732 Shiv Singh Mehta

Regd. Office: Mehta Chamber, 34 Siyaganj, Managing Director

Indore DIN 00023523

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Mar 31, 2016

The Directors have the pleasure in presenting the 26^th Annual Report together with Audited Financial Statements of the Company for the year ended on 31^st March, 2016.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31^st March, 2016 is summarized below: (Rs. i_n L_acs)

Particulars	2015-16	2014-15
Total Income	51756.40	39844.50
Profit before Interest, Depreciation & Taxes	3921.42	2069.36
Less: Interest	1585.06	1258.58
Profit before depreciation	2336.36	810.78
Less: Depreciation	404.71	392.80
Profit Before Tax	1931.65	417.98
Provision for Taxation	762.57	148.62
Net Profit	1169.80	269.36

STATE OF COMPANY''S AFFAIRS

The Company has achieved a total turnover of Rs. 51756.40 lacs ( Rs. 39844.50 lacs ) and Profit before Tax Rs. 1931.65 lacs (Rs. 417.98 lacs) and Profit after Tax of Rs. 1169.80 lacs (Rs. 269.39 lacs) .During the Year company registered impressive growth in terms of turnover as well as overall profitability in all the verticals.

It is expected that same momentum will be maintained in the financial year 2016-17.Necessary steps have been taken to achieve the growth momentum.

DIVIDEND

During the Financial Year 2015-16, the Board of Directors of the company declared and paid interim dividend @18% (Rs. 0.18/-per equity shares of Rs. 1/- each on 49603520 Equity Shares) absorbing a sum of Rs. 89.29 Lacs and the same is considered as final dividend.

DIRECTORS''RESPONSIBILITYSTATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:-

a) that in the preparation of the annual financial statements for the year ended 31" March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March, 2016 and of the statement of profit and loss of the Company for that period;

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

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

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

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

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions on Corporate Governance as prescribed in the Regulation 27 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges. A separate report on Corporate Governance as per schedule V {C} of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 is included as a part of the Annual Report along with the Auditors'' Certificate on its compliance.

RELATED PARTYTRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

Separate disclosure as per regulation 34 (3) and 53 (f) of SEBI (Listing obligations and Disclosure Requirement) Regulations, 2015 is made in the report.

CORPORATE SOCIAL RESPONSIBILITY

During the year the CSR amount which was to be spent was Rs. 28.75 lacs out of which the Company has spent Rs. 5.75 lacs in the year 2015-16. The company identified the CSR projects and Balance amount along with the current year amount will be spent in the coming years.

As a part of its initiative under Corporate Social Responsibility (CSR), the company has undertaken CSR initiative and activities in the areas of promoting education and Health Care.

The Annual Report on CSR activities is annexed hereto as Annexure C and forms a part of this Report.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company''s system of financial and compliance control with reference to the financial statements and risk management is embedded in the business process by which the Company pursues its objectives.

Management is responsible for establishing and maintaining adequate disclosure control and procedures and adequate internal controls over financial reporting with respect to financial statements besides its effectiveness in the context of applicable regulations.

The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

DIRECTORS

In terms of Section 197,198 read with schedule Vand other applicable provisions, if any of the Companies Act, 2013, Shri Shiv Singh Mehta (DIN 00023523), Managing Director of the Company was reappointment for the further period of 5 years commencing from 1^st October, 2016 to 30“ September, 2021.

In terms of Section 197,198 read with schedule Vand other applicable provisions, if any of the Companies Act, 2013, Smt. Purnima Mehta (DIN 00023632), Executive Director of the company was reappointment for the further period of 3 years commencing from 1* July, 2016 to 30“ June, 2019.

In terms of Section(s) 149,152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the directors liable to retire by rotation, the Independent Directors are not included in the total number of directors of the Company. Accordingly, Dr. S.S Kothari (DIN 00084920), shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company.

Pursuant to provisions of Companies Act, 2013 Shri Somnath Ghosh, Independent Director of the company whose terms was expired on 31* March, 2016 and he has not offered himself for the re- appointment of next term. The Board appreciated for the valuable contribution of Dr. Somnath ghosh as Independent director of the company throughout his director ship for the valuable advice he made from time to time to the management Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Chandrasekharan Bhaskar (DIN 00003343) was appointed as an Additional Director in the category of Non-executive Independent Director w.e.f. 12“ May, 2016 and he holds office as such up to the date of ensuing Annual General Meeting. Shri Chandrasekharan Bhaskar (DIN 00003343) is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. The Company has received requisite notice in writing from a member proposing his candidature as an Independent Director at the ensuing Annual General Meeting. Your Board based on the recommendation of the Nomination and Remuneration Committee recommends appointment of Shri Chandrasekharan Bhaskar (DIN 00003343) as Independent Director not liable to retire by rotation for a period of 5 (Five) years.

DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors under sub-section (7) of Section 149 of the Companies Act, 2013.

KEYMANAGERIALPERSONNEL

Shri Satish Patel, Company Secretary of the Company resigned w.e.f 19.08.2015 and in place of him Smt. Priyanka Gupta was appointed as Company Secretary w.e.f 04.09.2015

MEETINGS

During the Financial year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the Provisions of the Companies Act, 2013 and as stipulated under Chapter IV (17) (10) SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors. A structured evaluation process covering various aspects of the Boards functioning such as Composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Managing Director, Whole Time Director and the Non Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected overall engagement of the Board and its Committees with the company

AUDITORSANDAUDITORREPORT

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, M/s. Rakesh Kumar & Associates, Chartered Accountants (FRN 002150C) appointed as auditors of the company which was subject to ratification at every Annual general Meeting till the conclusion of 30“ Annual General Meeting of the company to be held in the year 2020 on such remuneration as may be fixed by the Board.

The notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

COSTAUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 your Directors had, on the recommendation of the Audit Committee, appointed Shri S.P.S. Dangi, proprietor of M/s S.P.S Dangi, Cost Auditor (F.R.No 100004) to audit the cost accounts of the Company for the financial year ending 31.03.2017. Resolution seeking Member''s ratification for the remuneration payable to Shri S.P.S. Dangi, proprietor of M/s S.P.S Dangi, Cost Auditor (F.R. No 100004) is included at Item No. 5 of the Notice convening the Annual General Meeting.

SECRETARIALAUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashish Karodia & Company, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith.

SUBSIDARYCOMPANY

Kriti Auto & Engineering Plastics Private Limited, wholly owned subsidiary of the company, achieved gross turnover of Rs. 1943.59 Lacs (Previous Year Rs. 1999.19 Lacs) incurred a net loss of Rs 98.79 (Previous Year Rs. 66.79 Lacs) during the year.

Continuous efforts are being made to improve efficiency and inducting value added products in the portfolio.

A Statement containing the salient features of the financial statement of subsidiary as prescribed under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of The Companies (Accounts) Rules, 2014 is attached and forms part of the Annual Report.

CONSOLIDATED FINANCIALSTATEMENTS

In accordance with the Companies Act, 2013 and Accounting Standard (AS)-21 "Consolidated Financial Statements" the audited Consolidated Financial Statements form part of the Annual Report. The Financial Statements of subsidiary Company has been prepared in the same form and manner as that of the Company. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

STATUTORY INFORMATION PUBLICDEPOSIT

The company has not received/accepted any deposits from public during the year under review within the meaning of section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014 and there is no overdue unpaid/unclaimed deposit as at 31" March, 2016.

PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURE

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Information as per section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto and forms part of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form No.MGT-9 as required under Section 92 of the Companies Act, 2013 for the financial year ending March 31*, 2016 is annexed hereto as Annexure D and forms part of this report. VIGILMECHANISM/WHISTLEBLOWERPOLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from its subsidiary

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

e) During the year under review, there were no cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Board desires to place on record its grateful appreciation for the excellent assistance and co-operation received and continued support extended to the Company by the bankers, investors, suppliers and esteemed customers and other business associates. Your Directors also wish to place on record their deep sense of appreciation to all the employees of the Company for their commitment and continued contribution in the performance of the company

Place:Indore By order of the Board,

Date: 12^th May, 2016

Kriti Industries (India) Ltd

CIN L25206MP1990PLC005732 ShivSingh Mehta

Regd. Office: Mehta Chamber, 34 Siyaganj, Managing Director

Indore DIN 00023523

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Mar 31, 2013

The Directors have the pleasure in presenting the 23rd Annual Report together with Audited Accounts of the Company for the year ended on 31st March, 2013.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2013 is summarized below:



(Rs. in Lacs)

PARTICULARS Current Year Previous Year

2012-13 2011-12

Total Income 35590.98 30821.78

Profit before Interest, Depreciation & Taxes 2557.20 2362.05

Less: Interest 1361.58 1176.96

Profit before depreciation & taxes 1195.62 1185.09

Less: Depreciation 421.04 362.16

Profit/ (Loss) Before Tax 774.58 822.93

Provision for Taxation 272.78 264.44

Net Profit/(Loss) 501.80 558.49

Add: Balance Brought Forward 651.60 679.58

Profit available for Appropriation 1153.40 1238.07

Proposed Dividend 74.41 74.41

Corporate Dividend Tax 12.07 12.07

Transferred to General Reserve 100 500

Balance Carried over to Balance Sheet 966.92 651.60

YEAR IN RETROSPECT

The Company has achieved total Turnover of Rs. 35590.98 lacs and Profit before Tax Rs. 774.58 lacs and Profit after Tax Rs. 501.80 lacs.

During the year Company has focused on automation of manufacturing operations and movement of goods to reduce the operational cost.

Company has also expanded its marketing network for institutional sales, its expected that the same will further contribute substantial growth in current year.

DIVIDEND:

Your directors are pleased to recommend a dividend of 15% for the year ended 31st March, 2013 on 49603520 equity shares of Rs. 1/- each aggregating to Rs. 74.41 Lacs.

CORPORATE GOVERNANCE:

The Company has complied with the mandatory provisions on Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditors'' Certificate on its compliance.

SECRETARIAL COMPLIANCE CERTIFICATE:

In pursuance of Section 383A of the Companies Act, 1956, a certificate issued by Company Secretary in Whole time practice is enclosed herewith and forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that: -

1. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at end of the financial year ended 31st March, 2013 and of the Profit and Loss Account of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts for the year ended 31st March, 2013 on a going concern basis.

SUBSIDIARY COMPANY:

Kriti Auto & Engineering Plastics Private Limited, wholly owned subsidiary of the company, achieved gross turnover of Rs. 1460.34 lacs. Due to recession in automobile sector, company has incurred a net loss of Rs. 127.90 lacs during the year. Efforts are being to explore value added products. It is expected that the situation will improve in current year.

The statement pursuant to Section 212 of the Companies Act, 1956 containing the details of the Company''s subsidiary is attached. The copies of the Balance sheet, Profit & Loss account, Director''s Report, Auditor''s Report etc. are attached herewith.

DIRECTORS:

Dr. Somnath Ghosh retires by rotation at the 23rd Annual General Meeting and being eligible offers himself for re-appointment.

AUDITOR AND AUDITOR REPORT

M/s. R. D. Asawa & Co., Chartered Accountant, Indore the Auditor of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

The notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

COST AUDITOR :

Mr. S.P.S. Dangi proprietor of M/s S.P.S. Dangi, Cost Auditor was appointed as Cost Auditor for the Financial Year 2012-13. Mr. S.P.S. Dangi being eligible has expressed his willingness to be reappointed as Cost Auditor of the company for the Financial Year 2013-14.

STATUTORY INFORMATION: PUBLIC DEPOSIT

The company has not received/accepted any deposits from public during the year under review.

PARTICULARS OF EMPLOYEES

The Company does not have on its roll any employee drawing remuneration attracting provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to provisions of Section 205A(5) and 205C of the Companies Act, 1956 the company has transferred the unpaid or unclaimed dividends for the financial year 2004-05, to the Investor Education and Protection Fund (the IEPF) established by the Central Government. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 the company has uploaded the details of unpaid and unclaimed amounts lying with the company as on 22nd September, 2012(date of last Annual General Meeting) on the Ministry of Corporate Affairs website.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Information as per section 217(1)(e) read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

INDUSTRIAL RELATION

Your directors'' wish to place on record their appreciation for the contribution made by the company''s workforce at all levels of operations for the success and progress of the company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co- operation and assistance extended by the Central/State Government and Banks. The Directors also convey their sincere thanks for the continued support given to the Company by the esteemed shareholders, suppliers, dealers and valued customers.

FOR & ON BEHALF OF THE BOARD,

Place: Indore Shiv Singh Mehta

Date: 26th July, 2013 Managing Director

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Mar 31, 2012

The Directors have the pleasure in presenting the 22nd Annual Report together with Audited Accounts of the Company for the year ended on 31st March, 2012.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2012 is summarized below:

(Rs. in Lacs)

PARTICULARS Current Year Previous Year 2011-12 2010-11

Total Income 30821.78 27782.78

Profit before Interest,

Depreciation & Taxes 2531.75 1949.36

Less: Interest 1346.66 930.70

Profit before depreciation 1185.09 1018.66

Less: Depreciation 362.16 277.14

Profit/(Loss) 822.93 741.52

Provision for Taxation 264.44 245.55

Net Profit/(loss) 558.49 495.97

Add: Balance Brought Forward 679.58 695.08

Profit available for Appropriation 1238.07 1191.05

Proposed Dividend 74.40 74.40

Corporate Dividend Tax 12.07 12.07

Transferred to General Reserve 500.00 400.00

Transferred to Contingency Reserve - 25.00

Balance Carried over to Balance Sheet 651.60 679.58

YEAR IN RETROSPECT

The Company has achieved total Turnover of Rs. 30821.78 lacs and Profit before Tax Rs. 822.93 lacs and Profit after Tax Rs. 558.49 lacs.

During the year the Company has undertaken expansion of capacity for manufacture of PVC/HDPE pipes & fittings and Drip Irrigation.

DIVIDEND

Your directors are pleased to recommend a dividend of 15% for the year ended 31st March, 2012 on 49603520 equity shares of Rs. 1/- each aggregating to Rs. 74.40 lacs.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions on Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditors' Certificate on its compliance.

SECRETARIAL COMPLIANCE CERTIFICATE

In pursuance of Section 383A of the Companies Act, 1956, a certificate issued by Company Secretary in Whole time practice is enclosed herewith and forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that: -

1. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at end of the financial year ended 31st March, 2012 and of the Profit and Loss Account of the Company for that period.

3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts for the year ended 31st March, 2012 on a going concern basis.

HOLDING COMPANY

Pursuant to High court order at Indore Bench dated 01.11.2011 and Certificate of Registration of Order with Registrar of Companies for above order on the Scheme of Amalgamation of Companies dated 27.02.2012 being effective date of the scheme, Sakam Trading Private Limited became holding company of your company as shareholding in the company of Kriti Corporate Services Private Limited, Kriti Auto Accessories Private Limited and Kasta Pipes Private Limited (Transferor Companies) are Merged with Sakam Trading Private Limited (Transferee Company).

All the above companies belong to the same promoter group.

SUBSIDIARY COMPANY

Kriti Auto & Engineering Plastics Private Limited, wholly owned subsidiary of the company, achieved gross turnover of Rs.2431.90 lacs representing a profit after tax of Rs. 17.96 lacs.

The statement pursuant to Section 212 of the Companies Act, 1956 containing the details of the Company's subsidiary is attached.

AUDITORS AND AUDITOR REPORT

M/s. R. D. Asawa & Co., Chartered Accountant, Indore the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS

Mr. Manoj Fadnis and Mr. Rakesh Kalra, retire by rotation at the 22nd Annual General Meeting and being eligible offers themselves for re-appointment.

STATUTORY INFORMATION

PUBLIC DEPOSIT

The company has not received/accepted any deposits from public during the year under review.

PARTICULARS OF EMPLOYEES

The Company does not have on its roll any employee drawing remuneration attracting provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Information as per section 217(1)(e) read with Companies

(Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS

Your directors' wish to place on record their appreciation for the contribution made by the company's workforce at all levels of operations for the success and progress of the company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co-operation and assistance extended by the Central/State Government and Banks. The Directors also convey their sincere thanks for the continued support given to the Company by the esteemed shareholders, suppliers, dealers and valued customers.

FOR & ON BEHALF OF THE BOARD, Managing Director

Place: Indore Date: 28th July, 2012

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Mar 31, 2011

Dear Members,

The Directors have the pleasure in presenting the 21st Annual Report together with Audited Accounts of the Company for the year ended on 31st March, 2011.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2011 is summarized below:

(Rs. in Lacs) PARTICULARS Current Year Previous Year 2010-11 2009-10

Total Income 27782.78 41689.19

Profit before Interest, 1949.36 3034.06 Depreciation & Taxes

Less: Interest 930.70 1361.48

Profit before depreciation 1018.66 1672.58

Less: Depreciation 277.14 440.83

Profit/ (Loss) after depreciation 741.52 1231.75

Provision for Taxation 245.55 320.82

Net Profit/(loss) 495.97 910.93

Add: Balance Brought Forward 695.08 688.92

Profit available for Appropriation 1191.06 1599.85

Proposed Dividend 74.41 74.41

Corporate Dividend Tax 12.07 12.64

Transferred to General Reserve 400.00 782.72

Transferred to Contingency Reserve 25.00 35.00

Balance Carried over to Balance Sheet 679.58 695.08

YEAR IN RETROSPECT

The Company has achieved total Turnover of Rs. 27782.78 lacs and Profit before Tax Rs. 741.52 lacs and Profit after Tax Rs. 495.97 lacs.

During the year the Company has undertaken expansion of capacity for manufacture of PVC/ HDPE pipes & fittings and Drip Irrigation.

DIVIDEND:

In view of the improved performance of the company, your directors are pleased to recommend a dividend of 15% for the year ended 31st March, 2011 on 49603520 equity shares of Rs. 1/- each aggregating to Rs. 74.41 lacs.

CORPORATE GOVERNANCE:

The Company has complied with the mandatory provisions on Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditors' Certificate on its compliance.

SECRETARIAL COMPLIANCE CERTIFICATE:

In pursuance of Section 383A of the Companies Act, 1956, a certificate issued by Company Secretary in Whole time practice is enclosed herewith and forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors hereby confirm that: -

1. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at end of the financial year ended 31st March, 2011 and of the Profit and Loss Account of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts for the year ended 31st March, 2011 on a going concern basis.

SUBSIDARY COMPANY:

Kriti Auto & Engineering Plastics Private Limited, wholly owned subsidiary of the company, achieved gross turnover of Rs. 2634.17 lacs representing a profit after tax of Rs. 68.28 lacs.

The statement pursuant to Section 212 of the Companies Act, 1956 containing the details of the Company's subsidiary is attached. The copies of the Balance sheet, Profit & Loss account, Director's Report, Auditor's Report etc. are attached herewith.

AUDITORS AND AUDITOR REPORT

M/s. Subhash Deshpande & Co., Chartered Accountant, Indore the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and has shown their inability to continue as Auditors of the Company.

Company has received notice from a member of the Company under section 190 of the Companies Act, 1956 for appointment of M/s R.D. Asawa & Company, Chartered Accountants, as the Auditors of the Company from the conclusion of ensuring Annual General Meeting.

Shri R. D. Asawa of M/s. R. D. Asawa & Co. Chartered Accountant, was the signing partner of M/s. Subhash Deshpande & Co. in the earlier years.

The observation of Auditors in their report read with the relevant notes to accounts in Schedule "P" are self-explanatory and do not require further explanation

DIRECTORS:

Shri Sajjan Singh Mehta and Shri S.S. Kothari, retire by rotation at the 21st Annual General Meeting and being eligible offers themselves for re-appointment.

STATUTORY INFORMATION:

PUBLIC DEPOSIT:

The company has not received/accepted any deposits from public during the year under review.

PARTICULARS OF EMPLOYEES

The Company does not have on its roll any employee drawing remuneration attracting provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Information as per section 217(1)(e) read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS

Your directors' wish to place on record their appreciation for the contribution made by the company's workforce at all levels of operations for the success and progress of the company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co- operation and assistance extended by the Central/State Government, Financial Institutions, and Banks. The Directors also convey their sincere thanks for the continued support given to the Company by the esteemed shareholders, suppliers, dealers and valued customers.

FOR & ON BEHALF OF THE BOARD,

Shiv Singh Mehta Managing Director

Place: Indore Date: 25th July, 2011

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Mar 31, 2010

The Directors have the pleasure in presenting the 20th Annual Report together with Audited Accounts of the Company for the year ended on 31st March, 2010.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2010 is summarized below:

(Rs. In Lacs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

2009-10 2008 - 09

Total Income 41689.19 57118.78

Profit before Interest, 3034.06 2082.55 Depreciation & Taxes

Less: Interest 1361.48 1876.41

Profit before depreciation 1672.58 206.14

Less: Depreciation 440.83 452.31

Profit/(Loss) after depreciation 1231.75 (246.17)

Provision for Taxation 320.82 14.75

Net Piofit/(loss) 910.93 (260.92)

Less: Prior year Income/Expenditure 0.00 10.37

Add: Transfer from reserves 0.00 235.00

Add: Balance Brought Forward 688.92 725.22

Profit available for Appropriation 1599.85 688.93

Proposed Dividend 74.41 0.00

Corporate Dividend Tax 12.64 0.00

Transferred to General Reserve 782.72 0.00

Transferred to Contingency Reserve 35.00 0.00

Balance Carried over to Balance-sheet 695.08 688.92

YEAR IN RETROSPECT

Year 2008-09 was a difficult year. Company felt strain of global economic upheaval. The year under review was an important milestone. Company improved its working and overall performance. It also demerged solvent division and engineering moulding division into separate companies pursuant to High Court order. Hence the above results comprises of first nine months of solvent and engineering moulding division and twelve months of plastic division.

DIVIDEND

In view of the improved performance of the company, your directors are pleased to recommend a dividend of 15% for the year ended 31.03.2010 on 49603520 equity shares of Rs. 1/- each aggregating to Rs. 74.41 lacs.

CORPORATE GOVERNANCE:

The Company has complied with the mandatory provisions on Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditors Certificate on its compliance.

SECRETARIAL COMPLIANCE CERTIFICATE:

In pursuance of Section 383A of the Companies Act, 1956, a certificate issued by Company Secretary in whole time practice is enclosed herewith and forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm that: -

1. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at end of the financial year ended 31st March, 2010 and of the Profit and Loss Account of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts for the year ended 31st March 2010 on a going concern basis.

SUBSIDARY COMPANY:

Post demerger for three months, Kriti Auto & Engineering Plastics Private Limited, Companys wholly owned subsidiary, achieved gross turnover of Rs. 549.04 lacs representing a profit after tax of Rs. 32.48 lacs.

The statement pursuant to Section 212 of the Companies Act, 1956 containing the details of the Companys subsidiary is attached. The copies of the Balance sheet, Profit & Loss account, Directors Report, Auditors Report etc. are attached herewith.

DIRECTORS:

Mr. Rakesh Kalra and Dr. Somnath Ghosh retire by rotation and being eligible offers themselves for re-appointment.

Mr. Prakash M. Pethe resigned as a director of the company w.e.f 27.01.2010. The Board places on record its appreciation for the valuable services rendered by him during his tenure.

STATUTORY INFORMATION: PUBLIC DEPOSIT:

The company has not received/accepted any deposits from public during the year under review.

PARTICULARS OF EMPLOYEES

The Company does not have on its roll any employee drawing remuneration attracting provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Information as per section 217(l)(e) read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 are given in the Annexure-A forming part of the report.

AUDITORS

M/s. Subhash Deshpande & Co., Chartered Accountant, Indore the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

INDUSTRIAL RELATIONS

Your directors wish to place on record their appreciation for the contribution made by the companys workforce at all levels of operations for the success and progress of the company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co- operation and assistance extended by the Central / State Government, Financial Institutions, Banks. The Directors also convey their sincere thanks for the continued support given to the Company by the esteemed shareholders, suppliers, dealers and valued customers.

FOR & ON BEHALF OF THE BOARD,

S. S. Mehta

(Chairman)

Place: Indore

Date : 31st July, 2010