Directors Report of Kriti Nutrients Ltd.

Mar 31, 2025

Your Directors are pleased to present their 29^th Directors'' Report on the affairs of the Company together with the
Audited Financial Statements for the Financial Year ended on 31^st March, 2025.

FINANCIAL HIGHLIGHTS

The summarized financial hiahliahts for the year vis-a-vis the previous year are as follows: ^{(H in Lakhs)}

PARTICULARS	Standalone		Consolidated
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations	73,433.68	68,436.32	73,433.68	68,436.32
Other Income	776.38	444.86	776.38	444.86
Total Revenue	74,210.06	68,881.18	74,210.06	68,881.18
Operating Expenses	68,631.15	62,214.51	68,631.15 5,578.91	62,214.51 6,666.67
EBITDA	5,578.91	6,666.67
Finance Cost	57.28	139.03	57.28	139.03
Depreciation	544.00	469.16	544.00	469.16
Profit/ (Loss) before Exceptional Items and Tax	4,977.63	6,058.48	4,977.63	6,058.48
Exceptional Items	0	0	0	0
Profit/ (Loss) before Tax	4,977.63	6,058.48	4,977.63	6,058.48
Tax Expenses
(a) Current and Earlier year Taxes	1,277.96	1,556.33	1,277.96	1,556.33
(b) Deferred Tax	(2.72)	(26.54)	(2.72)	(26.54)
Profit/(Loss) after Tax	3,702.38	4,528.69	3,702.38	4,528.69
Profit/(Loss) from discontinued operations	0	0.00	0	0.00
Tax expenses on discontinued operations	0	0.00	0	0.00
Share in Net Profit/(Loss) of Associate Company	-	-	(3.03)	-
Net Profit/ (Loss) for the period	3,702.38	4,528.69	3,699.35	4,528.69

OPERATIONAL PERFORMANCE

During the Financial Year ended on 31^st March, 2025,
your Company achieved on a standalone basis an
operational turnover of H73,433.68 Lakhs as compared
to H68,436.32 Lakhs in the previous Financial Year, and
the Profit after Tax is H3,702.38 Lakhs as compared
to Profit after Tax H4,528.69 Lakhs in the previous
Financial Year.

On a Consolidated basis, your Company has achieved an
operational turnover of H73,433.68 Lakhs as compared
to H68,436.32 Lakhs in the previous Financial Year
and Profit After Tax of H3,699.35 Lakhs as compared
to Profit after Tax of H4,528.69 Lakhs in the previous
Financial Year.

DIVIDEND

Your directors were pleased to recommend a dividend
@ 30% (H0.30 per equity shares of Re.1/- each on
5,01,03,520 Equity Shares) for the Financial Year

2024-25 aggregating to H150.31 Lakhs (Previous
year @ 30% [H0.30 per equity shares of Re.1/- each
on 5,01,03,520 Equity Shares aggregating to H 150.31
Lakhs]) 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 H
400.00 Lakhs (Previous year H 500.00 Lakhs) to the

general reserves, other than that no amount has beer
transferred to any other reserve.

SHARE CAPITAL & LISTING OF SHARES

The paid-up Equity Share Capital as on 31^st March 2025
was H 501.03 Lakhs divided into 5,01,03,520 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 Ltd.

DEPOSITS

Your Company has not accepted deposit from the public
falling within the ambit of section 73 of the Companies
Act, 2013 and 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 the 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.
6.	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

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

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

DIRECTORS

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,
Shri Shiv Singh Mehta (DIN: 00023523), Chairman and
Managing Director of the Company as a director liable
to retire by rotation and is eligible for re-appointment.

Managing and Whole-time Directors:

Following directors have been re-appointed at the 25^th
Annual General Meeting held on 7^th August, 2021:

1. Shri Shiv Singh Mehta (DIN: 00023523) as the
Chairman and Managing Director of the company for

a further period of 5 (Five) years w.e.f. 12^th January,
2022 to 11^th January, 2027 and for attaining the age
of 70 years during the tenure.

2. Shri Saurabh Singh Mehta (DIN: 00023591) as
the Whole-time Director of the company for a further
period of 5 (Five) years w.e.f. 1^st August, 2022 to 31^st
July, 2027.

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
both under Section 149(6) of the Companies Act, 2013
and the SEBI Listing Regulations. The Board considered
and formed an opinion that the independent directors
meet the criteria of independence as required under the
Companies Act, 2013 and the SEBI (LODR) Regulations
2015. All the Independent Directors have also registered
with Independent Directors'' Databank.

Pursuant to the provision of section 149(10) of the
Companies Act, 2013 on recommendation of the
Nomination and Remuneration Committee and the
Board, Mr. Chandrasekharan Bhaskar, (DIN:00003343),

has appointed as an Independent Director for a second
term of 5(five) consecutive years w.e.f. 16^th May, 2024 to
15^th May, 2029 on the Board of the Company by passing
of necessary special resolution at 27^th Annual General
Meeting convened on 28^th August, 2023.

YourBoard would liketo confirm that Mr.Chandrasekharan
Bhaskar, (DIN:00003343) is a person of integrity,
having expertise and experience to appoint as an
Independent Director.

During the period under review:

• Dr. Tulsi Jayakumar (DIN 09562207) was appointed
as Additional director in category of the Non¬
Executive, Independent Director by the Board on
28^th March, 2024 for term of 3 (Three) consecutive
years w.e.f. 1^st April, 2024 and were confirmed by the
members in the 28^th Annual General Meeting held
on 18^th June, 2024.

• Mr. Hitendra Mehta (DIN 01935959) was appointed
as Additional director in category of the Independent
Director by the Board on 28^th March, 2024 for a
term of 5(Five) consecutive years w.e.f. 1^st April,
2024, however due to paucity of time, Mr. Mehta
was not in position to contribute to the Company as
such, hence he resigned w.e.f. 3^rd May, 2024. Since
Mr. Mehta has already resigned before the end of 3
months as well as the 28^th Annual General Meeting,
therefore, there was no requirement as such to seek
confirmation from members at the general meeting.

• Mr. Ashutosh Khajuria (DIN: 05154975) and Mr. Dilip
Roopsingh Gaur (DIN: 02071393) were appointed as
additional directors in category of the non executive,
independent director by the Board w.e.f. 3^rd May,
2024 for a term 5(Five) consecutive years, and

were confirmed by the members in the 28^th Annual
General Meeting held on 18^th June, 2024.

Other than that no other Independent Director has been
appointed during the year.

Your Board would like to confirm that Mrs. Dr. Tulsi
Jayakumar (DIN 09562207), Mr. Ashutosh Khajuria
(DIN: 05154975) and Mr. Dilip Roopsingh Gaur (DIN
02071393) are a person of integrity, having expertise
and experience to appoint as Independent Directors.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel''s (KMPs)
of the Company during the period under review:

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

ii. Mr. Saurabh Singh Mehta (DIN 00023591), Whole¬
time Director,

iii. Mr. Nitin Chhariya, Chief Financial Officer (ceased
w.e.f. 3^rd August, 2024),

iv. Mr. Mohan Gehlot, Chief Financial Officer (appointed
w.e.f. 3^rd August, 2024),

v. Mr. Raj Kumar Bhawsar, Company Secretary and
Compliance Officer

During the period under review, Mr. Nitin Chhariya, Chief
Financial Officer of the Company has resigned w.e.f., 3^rd
August, 2024 and Mr. Mohan Gehlot, being experienced
and chartered accountant has been appointed as
the Chief Financial Officer of the Company w.e.f. 3^rd
August, 2024.

Other than that, there was no change in the Key
Managerial Personnel during the year.

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 the 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 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 consideration.

MEETINGS

During the year total 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/SEBI (LODR)
Regulations, 2015.

NOMINATION & REMUNERATION POLICY

The Company has a policy for selection and appointment
of Directors, KMP''s and Senior Management Personnel
and for determination of their remuneration. The salient
features of the Nomination S Remuneration Policy
is stated in the Corporate Governance Report. The
Nomination S Remuneration Policy is duly approved by
the Board has been posted on the Company''s website
https://www.kritinutrients.com/.

COMMITTEES OF THE BOARD

In accordance with 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

Apart from the aforesaid committees, the Company has
also constituted Investment and Finance Committee.
A detailed note on the Committees is provided in the
Corporate Governance Report.

HOLDING, SUBSIDIARY AND ASSOCIATE
COMPANY

During the period under review, the Company did not
have any Subsidiary, or Joint Venture.

However, your company has investment in equity shares
capital in Kriti Industries (India) Limited constitutes
3.32% and the company has concluded that it exercises
significant influence over Kriti Industries (India) Limited
for the reasons that

(a) Both the companies are under the management of
the same Managing Director,

(b) Three promoter directors, being Non- Independent
Directors and One Independent Director of the
company, aggregating to four directors, are directors
on the Board of Kriti Industries (India) Limited, out of
total 6 (six) directors in all,

(c) Both Kriti Nutrients Limited and Kriti Industries
(India) Limited are subsidiaries of Sakam Trading
Private Limited.

Therefore, in accordance with the principal of substance
over legal form, Kriti Industries (India) Limited has been
identified as an Associate as per requirement of Ind-AS
and its financial statements has been consolidated using
the Equity Method to the extent of the shareholding.

Report on performance of the Associate

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.

Your company is a subsidiary of Sakam Trading Private
Limited which holds about 61.72% of the total paid-up
capital of the company.

RELATED PARTY TRANSACTIONS

During the period under review, all related party
transactions were entered on an arm''s length basis
and in the ordinary course of business. There are no
materially significant related party transactions as
covered under the Companies Act, 2013 made by the
Company with Promoters, Directors, KMPs or other
designated persons 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.
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 report. The
policy on Related Party Transactions duly approved
by the Board on the recommendation of the Audit
Committee has been posted on the Company''s website
https://www.kritinutrients.com/.

Your Company has passed an Ordinary Resolution at 28^th
AGM 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 SEBI Master Circular SEBI/HO/CFD/POD2/
CIR/P/0155 dated 11/11/2024, Your board is proposing to
pass an Ordinary Resolution in the ensuing 29^th Annual
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
https://www.kritinutrients.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].

As per the requirement of the Rule 5(2) and Rule 5(3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the company is
required to make disclosure in the form of a statement
relating to employee drawing remuneration in excess of
H8.50 Lakhs p.m. or H102.00 Lakhs p.a. detailed as below:

Name & Designation of Employee	Mr. Saurabh Singh Mehta Whole-time Director	Mr. Shiv Singh Mehta Chairman and Managing Director
Remuneration Received	H259.45 Lakhs	H186.25 Lakhs
Nature of employment	Contractual	Contractual
Qualification S Experience of the Employee	B.E., MBA	B.E., MBA
Date of commencement of employment	26/12/2009	04/09/2015
0) CO <	44 years	71 years
Past Employment Details	N.A.	N.A.
% of the Equity shares held by the	30,440 equity shares of Re. 1/- each	20,40,312 equity shares of Re. 1/-
Employee in the Company	(0.06%)	each (4.07%)
Name of Director or Manager of the	Mr. Shiv Singh Mehta (Father) and	Mrs. Purnima Mehta (Spouse) and Mr.
Company, relative of such Employee	Mrs. Purnima Mehta (Mother)	Saurabh Singh Mehta (Son)

None of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time
director. Except Shri Saurabh Singh Mehta, as he is drawing remuneration more than that drawn by Shri Shiv Singh
Mehta, Chairman and Managing Director of the Company.

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 the 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 focuses
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
a 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 https://www.
kritinutrients.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 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
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 with the plan. The Internal
Audit team monitors and evaluates the efficacy and
adequacy of internal control systems in the Company,
their 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 with 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.

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

ANNUAL RETURN

The Annual Return in Form MGT-7 of the Company as at
March 31, 2025 is available on the Company''s website
and can be accessed at https://kritinutrients.com/
annual-return

AUDITORS AND THEIR REPORT

The shareholders at their 25^th Annual General
Meeting (AGM) held on 7^th August, 2021 upon the
recommendation of Audit Committee and Board of
directors of the company had appointed of M/s M Mehta
S Co, Chartered Accountants (FRN: 000957C), Indore
as Statutory Auditors to hold office for a term of 5 (five)
consecutive years from the conclusion of 25^th AGM till
the conclusion of 30^th AGM to be held in the year 2026
on such remuneration as may be mutually decided by
the Auditors 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 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 AUDITOR

Your company is maintaining the cost records specified
by the Central Government under section 148(1) of the
Companies Act, 2013, is required to be maintained
by the Company and accordingly such accounts and
records are made and maintained. 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 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 Auditors for
the financial year 2025-26 for the ratification by the
Members in the ensuing 29thAnnual 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 had appointed M/s Ajit Jain & Co., Company
Secretaries, Indore to conduct 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 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.

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 29^th AGM till the conclusion of
the 34^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)

Pursuant to the provisions of the Companies Act,
2013 read with the I EPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("the Rules") notified

by the Ministry of Corporate Affairs, the unclaimed
and unpaid dividends amount for the year 2017-18
is required to be transferred to IEPF within the due
date as specified in the Notice of the AGM and shares
of the respective shareholders on which no dividend is
claimed for a consecutive 7 (Seven) years will also be
transferred to IEPF Authority as per the requirement of
the IEPF rules. The details related to dividend remains
unpaid-unclaimed in the Company have been given in
the Corporate Governance Report attached with 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
https://www.kritinutrients.com/

An amount of H2,52,932/- in respect of unpaid/
unclaimed dividend declared for the FY 2016-2017 was
transferred to the Investor Education and Protection
Fund Authority as well as 1,09,359 equity shares of
face value of H1/- each, in respect of divided remained
unpaid/unclaimed for a consecutive 7 (Seven) years in

relation to dividend declared for FY 2016-2017, was also
transferred and credited to the IEPF Authority by the
Company during the year ended 31^st March, 2025.

The investors may claim their unpaid dividend and
the shares from the IEPF Authority by applying in the
Form I EPF-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	New complaints	Complaints Disposed	Total Complaints	Total number of
outstanding as of	received during the	during the year	outstanding as of	Complaints pending
01/04/2024	year 2024-25	2024-25	31/03/2025	for more than 90 days
0	0	0	0	0

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
29^th AGM will be conducted through Video Conferencing/
OAVM and no physical meeting will be held and your
company has made necessary arrangements with CDSL
to provide facility for e-voting at AGM including remote
e-voting. The details regarding e-voting facility is 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
Directors receive any remuneration or commission
from its subsidiary.

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

d) 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. However, the company has
declared and paid dividend during the period under
review in compliance with the applicable laws of the
Companies Act, 2013;

e) There were no revisions in the Financial Statement
and Board''s Report;

f) There have been no material changes and
commitments affecting the financial position of the
Company which have occurred between financial
year ended on 31^st March, 2025, to which the financial
statements relate and the date of this report.

g) 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 (31 of 2016) during the year under review;

h) 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.

i) There are no voting rights exercise by any employee
of the Company pursuant to the 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 cooperation extended by
Government Agencies, Bankers, Financial Institutions,
Business Associates and Shareholders. 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 to the working of the Company.

For and on behalf of the Board

Date: 22^nd May, 2025 Shiv Singh Mehta

Place: Indore Chairman and Managing Director

(DIN: 00023523)

---

Mar 31, 2024

The Directors are pleased to present their 28^th Directors'' Report on the affairs of the Company together with the Audited Financial Statements for the Financial Year ended on 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	31.03.2024	31.03.2023
Revenue from Operations	68,436.32	79,687.14
Other Income	444.86	443.74
Total Revenue	68,881.18	80,130.88
Operating Expenses	62,214.51	76,568.06
EBITDA	6,666.67	3,562.82
Finance Cost	139.03	353.24
Depreciation	469.16	416.35
Profit/ (Loss) before Exceptional Items and Tax	6,058.48	2,793.24
Exceptional Items	0	0.00
Profit/ (Loss) before Tax	6,058.48	2,793.24
Tax Expenses
(a) Current and Earlier year Taxes	1,556.33	716.00
(b) Deferred Tax	(26.54)	(2.58)
Profit/ (Loss) after Tax	4,528.69	2,079.82
Profit/(Loss) from discontinued operations	0.00	0.00
Tax expenses on discontinued operations	0.00	0.00

OPERATIONAL PERFORMANCE

During the Financial Year ended on 31^st March, 2024, your Company achieved an operational turnover of H68436.32 Lakhs as compared to H79,687.14 Lakhs in the previous Financial Year, and the Profit after Tax is H4,528.69 Lakhs as compared to Profit after Tax H2,079.82 Lakhs in the previous Financial Year.

DIVIDEND

Your directors were pleased to recommend a dividend @ 30% (H0.30 per equity shares of H1/- each on 5,01,03,520 Equity Shares) for the Financial Year 2023-24 aggregating to H150.31 Lakhs (Previous year @ 25% [H0.25 per equity shares of H1/-each on 5,01,03,520 Equity Shares aggregating to H125.26 Lakhs]) 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 H500.00 Lakhs (Previous year H200.00 Lakhs) to the general reserves, other than that no amount has been transferred to any other reserve.

SHARE CAPITAL & LISTING OF SHARES

The paid-up Equity Share Capital as on 31^st March 2024 was H501.04 Lakhs divided into 5,01,03,520 equity shares of H1/- 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 Ltd.

DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act,

There is 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

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, Smt. Purnima Mehta (DIN: 00023632), D ¦

liable to retire by rotation and is eligible for re-appointment.

Managing and Whole-time Directors:

Following directors have been re-appointed at the 25^th Annual General Meeting held on 7^th August, 2021:

1. Shri Shiv Singh Mehta (DIN: 00023523) as the Chairman and Managing Director of the company for a further period of 5 (Five) years w.e.f. 12^th January, 2022 to 11thJanuary, 2027 and for attaining the age of 70 years during the tenure.

2. Shri Saurabh Singh Mehta (DIN: 00023591) as the

Whole-time Director of the company for a further period of 5 (Five) years w.e.f. 1stAugust, 2022 to 31stJuly, 2027.

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 both under Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations. The Board considered and formed an opinion that the independent directors meet the criteria of independence as required under the Companies Act, 2013 and the SEBI (LODR) Regulations 2015.All the Independent Directors have also registered themselves with Independent

2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unpaid or unclaimed deposits as on 31s tMarch,2024. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the 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.

Directors'' Databank.

Your Board would like to inform that, the second term of Mr. Rakesh Kalra (DIN:00780354) and Mr. Manoj Fadnis (DIN:01087055) the Independent Director(s) has been completed from the closure of the business hours of the 31^st March, 2024.

Pursuant to the provision of section 149(10) of the Companies Act, 2013 on recommendation of the Nomination and Remuneration Committee and the Board, Mr. Chandrasekharan Bhaskar (DIN:00003343), has appointed as an Independent Director for a second term of 5(five) consecutive years w.e.f. 16^th May, 2024 to 15^th May, 2029 on the Board of the Company by passing of necessary special resolution at 27^th Annual General Meeting convened on 28^th August, 2023.

Your Board would like to confirm that Mr. Chandrasekharan Bhaskar, (DIN:00003343) is a person of integrity, having expertise and experience to appoint as an Independent Director.

Mrs. Dr. Tulsi Jayakumar (DIN 09562207) and Mr. Hitendra Mehta (DIN 01935959) were also appointed as additional directors in category of the Independent director by the Board on 28^th March, 2024 for 3 (Three) and 5 (Five) years respectively w.e.f. 1^st April, 2024 subject to confirmation by shareholders in next general meeting or within three months from the date of appointment, whichever is earlier.

Mr. Ashutosh Khajuria (DIN: 05154975) and Mr. Dilip Roopsingh Gaur (DIN: 02071393) were appointed as additional directors in category of the independent director by the Board w.e.f. 3^rd May, 2024 for 5 (five) years, subject to confirmation by shareholders in next general meeting or within three months from the date of appointment, whichever is earlier.

Mr. Hitendra Mehta (DIN 01935959), due to paucity of time, therefore, was not in position to contribute to the Company as such, hence has resigned w.e.f. 3^rd May, 2024. Since Mr. Mehta has already resigned before the end of 3 months as well as the 28^th Annual General Meeting, therefore, there is no requirement as such to seek confirmation of members at the general meeting.

Your Board of directors recommends passing necessary special resolutions to confirm appointing them as Independent Director(s) at ensuing 28^th Annual General Meeting as set out in the Notice of AGM. Other than that no other Independent Director has been appointed during the year. A Statement regarding the opinion of the Board with regard to integrity, expertise and experience including the proficiency of the Independent Directors appointed.

1. Mr. Chandrasekharan Bhaskar is a B.Tech. (Chem.), MIMA, PGDM (IIM-Cal). He is also Elected Fellow of the Indian Plastics Institute. He has overall experience of over 43 years in consulting and in Industry including

5 years with Tata Sons Limited/Tata Economic Consultancy service and 38 years with Xpro India Limited. He has expertise in the areas of Corporate and Business Planning, Market research, Asset Revaluation, Diversification/Disinvestment, Marketing, operations and factory management and as divisional/ Business head. He is also involved in Industry Associations (including in the past as Vice President of the All India Plastics Manufacturers Association, and presently as Chairman/ member of Committees of the Plastindia Foundation and as Member of the Executive Committee & Immediate Past President of Organization of Plastics Processors of India).

2. Mrs. Dr. Tulsi Jayakumar is having a rich academic experience of 31 years and is Professor of Finance & Economics and Executive Director, Centre for Family Business & Entrepreneurship at Bhavan''s S.P. Jain Institute of Management & Research (SPJIMR), Mumbai. She has Co-authored a book on Financial Markets and Institutions, published by Pearson. She has two books, co-authored with Mr. R. Gopalakrishnan, ex-director, Tata Sons. Another book: "Inside the Boardroom: How behaviour trumps rationality" co-authored with Mr. R. Gopalakrishnan is released on 5^th September 2023. Dr. Jayakumar is a member of several Indian industrial bodies and associations, including FICCI, CII and IMC.

3. Mr. Dilip Roopsingh Gaur has been a part of the Aditya Birla Group for the last 17 years after spending 24 years at Unilever India in Foods, Home & Personal Care and Specialty Chemicals Business and was a member of the Foods Management Committee. Mr. Gaur is on the Board of Governors of BITS - (Birla Institute of Technology and Science) and is the Governing Council Member of BITSoM (BITS School of Management). He has spent a significant part of his professional career in Managing Transformational changes and turning around fledgling businesses across geographies. He is passionate about sustainability & climate control issues and has been personally championing this in his business & Industry at large. Mr. Gaur is also the Former Chairman of Confederation of Indian Industry (CII)''s National Committee on Textiles & Apparel, a member of ASEAN-India Business Council, Indonesia-India CEO''s forum and Indo-Japan CEOs forum.

4. Shri Ashutosh Khajuria is thought leader in Banking, Finance, and Risk with 43 years of experience in various executive roles in the banking sector. Proven abilities in the areas of Treasury, Trade finance, Credit underwriting, monitoring and collections, and Risk management. Past assignments as Chief Financial Officer, Chief Credit Officer and Head of Environmental, Social & Corporate Governance (ESG) of Federal Bank Ltd. have further added to the sphere of specialised skill sets. A strategic leader

with a proven track record of delivering transformational benefits through process centralization and automation. Recognized for strong regulatory engagement and industry representation.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel''s (KMPs) of the Company during the period under review:

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

ii. Mr. Saurabh Singh Mehta (DIN 00023591), Whole-time Director,

iii. Mr. Nitin Chhariya, Chief Financial Officer

iv. Mr. Raj Kumar Bhawsar, Company Secretary and Compliance Officer.

There is no change in the KMP''s of the Company during the period under review.

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 the 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 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 consideration.

MEETINGS

During the year total 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/SEBI (LODR) Regulations, 2015.

NOMINATION & REMUNERATION POLICY

The Company has a policy for selection and appointment

of Directors, KMP''s and Senior Management Personnel and for determination of their remuneration. The salient features of the Nomination & Remuneration Policy is stated in the Corporate Governance Report. The Nomination & Remuneration Policy is duly approved by the Board has been posted on the Company''s website http://kritinutrients.com/

COMMITTEES OF THE BOARD:

In accordance with 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

Apart from the aforesaid committees, the Company has also constituted Investment and Finance Committee and Internal Complain 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

During the period under review, the Company did not have any Subsidiary, Associate Company, or Joint Venture. Therefore, disclosure in the Statement pursuant to section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 in Form AOC-I is not applicable to the company. However, your company is a subsidiary of Sakam Trading Private Limited which holds about 61.72% of the total paid-up capital of the company.

RELATED PARTY TRANSACTIONS

During the period under review, all related party transactions were entered on an arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, KMPs or other designated persons 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. 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 report. The policy on Related Party Transactions duly approved by the Board on the recommendation of the Audit Committee has been posted on the Company''s website http://kritinutrients.com/.

Your Company has passed an Ordinary Resolution at 27^th AGM 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 Master Circular SEBI/HO/CFD/POD2CMD1/ CIR/P/20213/662120 dated 1 1/07/2023, Your board is proposing to pass an Ordinary Resolution in the ensuing 28^th Annual 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 A" 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://kritinutrients.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, 201 4 as amended in respect of employees of the Company forming part of Directors'' Report is given in "Annexure B" 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].

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company is required to make disclosure in the form of a statement relating to employee drawing remuneration in excess of H8.50 Lakhs p.m. or H102.00 Lakhs p.a. detailed as below:

Name & Designation of Employee	Mr. Saurabh Singh Mehta Whole-time Director	Mr. Shiv Singh Mehta Chairman & Managing Director
Remuneration Received	H317.77 Lakhs	H244.57 Lakhs
Nature of employment	Contractual	Contractual
Qualification & Experience of the Employee	B.E., MBA	B.E., MBA
Date of commencement of employment	26/12/2009	04.09.2015
Age	43 years	70 years
Past Employment Details	N.A.	N.A.
% of the Equity shares held by the Employee in the Company	30,440 equity shares of H1/-each (0.06%)	20,40,312 equity shares of H1/- each (4.07%)
Name of Director or Manager of the Company, relative of such Employee	Mr. Shiv Singh Mehta and Mrs. Purnima Mehta	Mrs. Purnima Mehta and Mr. Saurabh Singh Mehta

None of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time director. Except Shri Saurabh Singh Mehta, as he is drawing remuneration more than that drawn by Shri Shiv Singh Mehta, Chairman and Managing Director of the Company.

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 C" and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of the 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 focuses 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 a 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://kritinutrients.com/ and have also been provided as "Annexure D" 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 31stMarch, 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 with the plan. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, their 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 with 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.

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

ANNUAL RETURN

The Annual Return in Form MGT-7 of the Company as at March 31, 2024 is available on the Company''s website and can be accessed at https://kritinutrients.com/annual-return

AUDITORS AND THEIR REPORT

The shareholders at their 25thAnnual General Meeting (AGM) held on 7thAugust, 2021 upon the recommendation of Audit Committee and Board of Directors of the company had appointed of M/s M Mehta & Co, Chartered Accountants (FRN: 000957C), Indore as Statutory Auditors to hold office for a term of 5 (five) consecutive years from the conclusion of 25^th AGM till the conclusion of 30^th AGM to be held in the year 2026 on such remuneration as may be mutually decided by the Auditors 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 selfexplanatory 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, is required to be maintained by the Company and accordingly such accounts and records are made and maintained. In pursuance of Section 148 of the Companies Act, 2013, your Directors appointed Mr. S.P.S. Dangi, Cost Accountant, (FRN 100004) Indore to conduct the Audit of the Cost Accounting records for the financial year 2023-24.

Due to health reason Mr. S.P.S. Dangi, Cost Accountant has expressed his inability to seek his re-appointment as the cost auditor after completion of his assignment for the year 202324.

Therefore, on the recommendation of the Audit Committee, the Board at its meeting held on 3^rd May, 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 Auditors for the financial year 2024-25 for the ratification by the Members in the ensuing 28^th 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 had appointed M/s Ajit Jain & Co., Company Secretaries, Indore to conduct Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended 31^st March 2024 in Form MR-3 is attached as "Annexure E" 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 3rdMay, 2024 has re-appointed M/s. Ajit Jain & Co., Company Secretaries (M. No. F3933/C.P. No. 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)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2016-17 is required to be transferred to IEPF within the due date as specified in the Notice of the AGM and shares of the respective shareholders on which no dividend is claimed for a consecutive 7 (Seven) years will also be transferred to IEPF Authority as per the requirement of the IEPF rules. The details related to dividend remains unpaid-unclaimed in the Company have been given in the Corporate

Governance Report attached with 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://kritinutrients.com/

An amount of H2,33,457/- in respect of unpaid/unclaimed dividend declared for the FY 2015-2016 was transferred to the Investor Education and Protection Fund Authority as well as 21,682 equity shares of face value of H1 each, in respect of divided remained unpaid/unclaimed for a consecutive 7 (Seven) years in relation to dividend declared for FY 20152016, was also transferred and credited to the IEPF Authority by the Company during the year ended 31^st March, 2024.

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:

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 28^th AGM will be conducted through Video Conferencing/OAVM and no physical meeting will be held and your company has made necessary arrangements with CDSL to provide facility for e-voting at AGM including remote e-voting. The details regarding e-voting facility is 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 M ana ging Director nor the Whole-ti me

Directors receive any remuneration or commission from its subsidiary.

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

d) 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. However, the company has declared and paid dividend during the period under review in compliance with the applicable laws of the Companies Act, 2013;

e) There were no revisions in the Financial Statement and Board''s Report;

f) 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.

g) 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 (31 of 2016) during the year under review;

h) 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.

i) There are no voting rights exercise by any employee of the Company pursuant to the 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 cooperation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Shareholders. 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 to the working of the Company.

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Mar 31, 2018

D I R E C T O R S '' R E P O R T

The Directors have pleasure in presenting the 22nd Annual Report together with Audited Financial Statements of the Company for the period ended on 31st March, 2018.

FINANCIAL RESULTS

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

I Dc in I alshcA

PARTICULARS	2017-18	2016-17
Total Turnover	46103.60	45755.04
Profit before Interest, Depreciation & Taxes	3295.00	1676.41
Less: Interest	517.44	472.84
Profit before depreciation	2777.56	1203.57
Less: Depreciation	260.54	244.60
Profit/ (Loss) Before Tax	2517.02	958.97
Provision for Taxation	938.41	330.42
Net Profit/(loss)	1578.61	628.55

YEAR IN RETROSPECT

The Company has achieved a total turnover of Rs. 46103.60 Lakhs (Previous year Rs. 45755.04 Lakhs) including exports of Rs. 13355.55 Lakhs (Previous year Rs. 13559.57 Lakhs) and Profit before Tax of Rs. 2517.02 Lakhs (Previous year Rs. 958.97 Lakhs) and Profit after Tax of Rs. 1578.61 Lakhs (Previous year Rs. 628.55 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 @ 18% (Rs. 0.18/- per equity shares of Rs. 1/- each on 50103520 Equity Shares) for the Financial Year 2017-18 aggregating to Rs. 90.19.

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 31st 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 Requirement) Regulations, 2015 with the Stock Exchanges. A separate report on Corporate Governance as per schedule V {C} of SEBI (Listing obligations and Disclosure Requirement) Regulations, 2015 is included as a part of the Annual Report along with the Practicing Company Secretary Certificate on its compliance.

RELATED PARTY TRANSACTIONS:

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. 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 Company''s system of financial and compliance controls 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 controls 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(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, Mr. Saurabh Singh Mehta, Director (DIN 00023591) of the Company 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.

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 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, M/s R. S. Bansal and Company, Chartered Accountants (FRN: 000939C) appointed as auditors of the company up to Annual General Meeting of the Company to be held in the year 2021 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 31.03.2019. 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.

The company is in process to file the Cost Audit Report to the Central Government within the stipulated time.

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.

STATUTORY INFORMATION 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 part a 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:

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

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

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

- 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.

- 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.

- There was no amount required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31st March 2017.

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 Nutrients Limited

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 pleasure in presenting the 20^th Annual Report together with Audited Financial Statements of the Company for the period ended on 31^st March, 2016.

FINANCIAL RESULTS

TheperformanceoftheCompanyfortheYear2015-16issummarizedbelow: (Rs. I_n l_acs )

Particulars	2015-16	2014-15
Total Income	36016.95	31283.69
Profit/(Loss) before Interest, Depreciation & Taxes	1602.84	1567.89
Less: Interest	455.99	468.38
Profit before depreciation	1146.85	1099.51
Less: Depreciation	229.02	222.95
Profit/ (Loss) Before Tax	917.83	876.56
Provision for Taxation	288.45	300.70
Net Profit/(loss)	629.38	575.86

YEAR IN RETROSPECT

The Company has achieved a total turnover of Rs. 36016.95 lacs (Previous year Rs. 31283.69 Lacs) including exports of Rs. 6783.40 lacs (Previous year Rs. 6157.47 Lacs) and Profit before Tax of Rs. 917.83 lacs (Previous year Rs. 876.56 Lacs) and Profit after Tax of Rs. 629.38 lacs. (Previous year Rs. 575.86 Lacs)

During the year company has achieved quantum jump in refinery operations by expanding in new markets.

Company continues its focus on export of value added products.

It is expected that in the coming year company will maintain reasonable growth prospects in terms of volume and profitably.

DIVIDEND

During the Financial Year 2015-16, the Board of Directors of the company declared and paid interim dividend @12% (Rs. 0.12/-per equity shares of Rs. 1/- each on 50103520 Equity Shares) absorbing a sum of Rs. 60.12 Lacs (Previous year 10% on 50103520 Equity Shares of Rs. 1/- each aggregating to Rs. 50.10 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:

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

2. 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, 2016 and of the statement of profit and loss of the Company for that period;

3. 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;

4. that the annual financial statements have been prepared on a going concern basis;

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

6. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were 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 Practicing Company Secretary 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 Requirements) Regulations, 2015 is made in the report.

CORPORATE SOCIAL RESPONSIBILITY

In CSR account company was to incurred Rs. 10.91 Lacs in the Financial Year 2015-16 and the outstanding amount for the financial year 2014-15 is Rs. 8.98 Lacs. The CSR Committee had identified some projects and expenses will be incurred in the current year

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

The Company''s system of financial and compliance controls 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 controls 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 V and 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 3 years commencing from 12^th January, 2016 to 11^th January, 2019 without any remuneration.

In terms of Section 197,198 read with schedule V and other applicable provisions, if any of the Companies Act, 2013, Shri Saurabh Singh Mehta (DIN 00023591), Executive Director of the company was reappointment for the further period of 3 years commencing from 1^stAugust, 2016 to 31^st July, 2019 with remuneration.

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, Shri Saurabh Singh Mehta (DIN 00023591) 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^st 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

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 Sumit Jaitely, Company Secretary of the Company resigned w.e.f 10.09.2015 and in place of him Smt. Alheena Khan was appointed as Company Secretary w.e.f 07.09.2015

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 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 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.

AUDITORSAND AUDITOR REPORT

Pursuant to the provisions of Section 139(2) and other applicable provisions of the Companies Act, 2013 and the Rules made there under, M/s R. S. Bansal and Company, Chartered Accountants (FRN 000939C) the retiring auditor is re-appointed as Auditors of the Company for the further term of five years from 1^st April, 2016 to 31^st March, 2021 and to hold the office until the conclusion of 25^th Annual General Meeting of the company to be held in year 2021 subject to ratification of the reappointment by members in each Annual general Meeting 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.

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 Shri S.P.S. Dangi, proprietor of M/s S.P.S Dangi, Cost Auditor (FRN 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 (FRN 100004) is included at Item No. 5 of the Notice convening the Annual General Meeting.

The company is in process to file the Cost Audit Report to the Central Government within the stipulated time. 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.

STATUTORY INFORMATION 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 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, 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 and forms part of this report.

EXTRACTOFANNUALRETURN:

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^st, 2016 is annexed hereto as Annexure D and forms part of this report.

VIGILMECHANISM /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. 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:

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

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

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

- 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.

- 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.

ACKNOWLEDGMENT

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: 11^th August, 2016

Kriti Nutrients Limited

CIN L24132MP1996PLC011245 ShivSingh Mehta

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

Indore DIN 00023523

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 18th Annual Report together with Audited Accounts of the Company for the period ended on 31st March, 2014.

FINANCIAL RESULTS

The performance of the Company for the Year 2013-14 is summarized below:

(Rs. in lacs)

PARTICULAR 2013-14 2012-13

Total Income 28989.37 46786.25

Profit/(Loss) before Interest, Depreciation & Taxes 1301.65 1120.1

Less: Interest 485.87 645.53

Profit before depreciation 815.78 474.57

Less: Depreciation 257.09 264.10

Profit/ (Loss) Before Tax 558.69 210.47

Provision for Taxation 202.24 105.28

Net Profit/(loss) 356.45 105.19

Add: Balance Brought Forward 564.75 544.72

Profit available for Appropriation 921.20 649.91

Proposed Dividend 50.10 30.06

Corporate Dividend Tax 8.52 5.10

Transferred to General Reserve 50.00 50.00

Balance Carried over to Balance Sheet 812.58 564.75

YEAR IN RETROSPECT

The Company has achieved a total turnover of Rs. 28989.37 lacs including exports of Rs. 4355.13 lacs and Profit before Tax of Rs. 558.69 and Profit after Tax of Rs. 356.45 lacs. Due to extended rains, the soya bean crop was badly damaged and availability of seed was adversely affected. There had been disparity in soya bean seed prices and realization of protein meal in overseas market.This had resulted in mismatch in the crushing margins between meal, oil and seed.

DIVIDEND

Your directors are pleased to recommend a dividend of Rs. 0.10 (10%) for the financial year 2013-2014 on 50103520 Equity Shares of Rs. 1/- each aggregating to Rs. 50.10 lacs. (Previous year Rs. 0.06 (6%) for the year ended 31st March, 2013 on 50103520 equity shares of Rs. 1/- each aggregating to Rs. 30.06 Lacs).

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions on Corporate Governance as prescribed in the Clause 49 of 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that: -

1. In the preparation of Annual Accounts for the financial year 2013-14, 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 a true and fair view of the state of affairs of the Company as at end of the year ended 31st March, 2014 and of the Statement of Profit and Loss 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 period ended 31st March, 2014 on a going concern basis.

DIRECTORS

Dr. Somnath Ghosh(DIN 00401253) retires by rotation at the 18th Annual General Meeting and being eligible offers himself for re-appointment at the ensuring Annual General Meeting. Further that CA Manoj Fadnis (DIN 01087055), and Mr. Rakesh Kalra (DIN 00780354) the existing independent director are further proposed to be appointed as Independent Directors for a term of 5 years and Dr. Somnath Ghosh (DIN 00401253) is further proposed to be appointed as Independent Directors for a term of 2 years as per requirement of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019 and 31st March, 2016 respectively.

AUDITORS AND AUDITOR 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, it is proposed to appoint M/s R.S. Bansal & Co., Chartered Accountants (ICAI Firm Registration No. 000939C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twentieth Annual General Meeting of the Company to be held in the year 2016 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the board on the recommendations of the Audit Committee. 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 (F.R.No 100004) was appointed as Cost Auditor for the Financial Year 2013-14. However, due to change in Rules and Regulation of Cost Audit, the company is outside the purview of applicability of Cost Audit in the Financial Year 2014-15. The Company is in process to file the Cost Audit Report to the Central Government within the stipulated time.

CORPORATE SOCIAL RESPONSIBILITY

Your directors have constituted the Corporate Social Responsibility Committee (CSR Committee), comprising of Smt. Purnima Mehta as the Chairman, Shri Saurabh Singh Mehta and Shri Somnath Ghosh as members of the Committee as per requirement of the section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activities.

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.

ACKNOWLEDGMENT

We thank our banks, investors, clients, distributors, vendors and other business associates for their continued support towards conduct of efficient operations of the company throughout the year.

We take this opportunity to appreciate the contribution made by our employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

place: Indore By order of the Board Date: 13th August, 2014

Kriti Nutrients Limited Shiv Singh Mehta CIN L24132Mp1996pLC011245 Managing Director Regd. Office: Mehta Chamber, 34 Siyagunj, DIN 00023523 Indore

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Mar 31, 2013

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

FINANCIAL RESULTS

The performance of the Company for the Year 2012-13 is summarized below:

(Rs. in Lacs)

PARTICULARS 2012-13 2011-12

Total Income 46786.25 45784.66

Profit/(Loss) before Interest, Depreciation & Taxes 1120.10 1760.62

Less: Interest 645.53 952.04

Profit Before Depreciation & Taxes 474.57 808.58

Less: Depreciation 264.10 230.32

Profit/ (Loss) Before Tax 210.47 578.26

Provision for Taxation 105.27 181.68

Net Profit/(loss) 105.19 396.58

Add: Balance Brought Forward 544.72 435.49

Profit available for Appropriation 649.91 832.07

Proposed Dividend 30.06 75.16

Corporate Dividend Tax 5.10 12.19

Transferred to General Reserve 50.00 200.00

Balance Carried over to Balance Sheet 564.75 544.72



YEAR IN RETROSPECT

The Company has achieved total Turnover of Rs. 46786.25 Lacs including exports of Rs. 7606.7 Lacs and Profit Before Tax Rs. 210.47 and Profit After Tax Rs. 105.19 Lacs.

The working of the company was adversely affected due to disparity in soya bean seed prices and realisation of protein meal in overseas market.

DIVIDEND

Your directors are pleased to recommend a dividend of Rs. 0.06 (6%) for the financial year 2012-2013 on 50103520 Equity Shares of Rs. 1/- each aggregating to Rs. 30.06 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.

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 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 period ended 31st March, 2013 on a going concern basis.

DIRECTORS:

Mr. Prakash Madhav Pethe the director liable to retire by rotation has expressed his unwillingness for reappointment at the ensuing Annual General Meeting, resulting the office of the directors held by Mr. P. M. Pethe would be ceased on the closure of the Annual Genral Meeting. Board expresses their sincere appreciation to Mr. Prakash Madhav Pethe for his kind guidance given to the company during his tenure.

Mr. P. M. Pethe was the independent Director and Board proposes to find out a suitable person to appoint a new director as an Independent Director as required under Clause 49 of the Listing Agreement.

Your Board proposes for the re-appointment of Mr. Shiv Singh Mehta as the Managing Director w.e.f. 12th January, 2013 and Mr. Saurabh Singh Mehta as the Whole-Time Director w.e.f. 01st August, 2013 for a further period of 3 years and recommend to pass resolutions as set out in the notice of the annual general meeting.

AUDITORS AND AUDITOR REPORT

M/s. R. S. Bansal & Co., Chartered Accountant, Indore the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offers 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.

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

We thank our banks, investors, clients, distributors, vendors and other business associates for their continued support towards conduct of efficient operations of the company throughout the year.

We take this opportunity to appreciate the contribution made by our employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.



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 pleasure in presenting the Annual Report together with Audited Accounts of the Company for the period ended on 31st March, 2012.

FINANCIAL RESULTS

The performance of the Company for the Year 2011-12 is summarized below:

(Rs. in Lacs)

PARTICULARS Year 2011-12 Year 2010-11 (15 Months)

Total Income 45784.66 45122.67 Profit/(Loss) before Interest,

Depreciation & Taxes 1760.62 2479.28

Less: Interest 952.04 1053.37

Profit before depreciation 808.58 1425.91

Less: Depreciation 230.32 270.65

Profit/ (Loss) before tax 578.26 1155.26

Provision for Taxation 181.68 405.84

Net Profit/(loss) 396.58 749.42

Less: Prior year Income/Expenditure 0.00 0.00

Add: Transfer from reserves 0.00 0.00

Add: Balance Brought Forward 435.49 (1.58)

Profit available for Appropriation 832.07 747.84

Proposed Dividend 75.16 75.16

Corporate Dividend Tax 12.19 12.19

Transferred to General Reserve 200.00 200.00

Transferred to Contingency Reserve 0.00 25.00

Balance Carried over to Balance Sheet 544.72 435.49

YEAR IN RETROSPECT

The Company has achieved total Turnover of Rs. 45784.66 lacs including exports of Rs. 20907.05 lacs and Profit before Tax Rs. 578.26 and Profit after Tax Rs. 396.58 lacs.

DIVIDEND:

Your directors are pleased to recommend a dividend of 15% for the financial year 2011-2012 on 50103520 Equity Shares of Rs. 1/- each aggregating to Rs. 75.16 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.

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 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 period 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, Kasta Pipes Private Limited and Shipra Pipes Private Limited (Transferor Companies) are Merged with Sakam Trading Private Limited (Transferee Company).

All the above companies belong to the same promoter group.

DIRECTORS:

Smt. Purnima Mehta retires by rotation and being eligible offers herself for re-appointment at the ensuring Annual General Meeting.

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.

AUDITORS AND AUDITOR REPORT

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

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

We thank our banks, investors, clients, distributors, vendors and other business associates for their continued support towards conduct of efficient operations of the company throughout the year.

We take this opportunity to appreciate the contribution made by our employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

FOR & ON BEHALF OF THE BOARD,

Place: Indore

Date: 28th July, 2012 Managing Director

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Dec 31, 2009

The Directors have the pleasure of presenting the Annual Report together with Audited Accounts of the Company for the period ended on 31st December, 2009.

Pursuant to the Scheme of Arrangement as approved by the Honble High Court of Madhya Pradesh Bench at Indore, the solvent division of Kriti Industries (India) Limited (KIIL) is vested and transferred into the company w.e.f. 1st January 2010. Hence the following Financial Statements closed on 31st December 2009 does not include manufacturing activities of the solvent division of the original company (KIIL) from where it has been vested into the company.

The brief financial results are as under:

Current Year Previous Year (Rs.) (Rs.)

Total Income 0.00 80.00

Total Expenditure 507061.00 159632.00

Profit /(Loss) before tax (507061.00) (159552.00)

Profit/ (Loss) after Tax (507061.00) (159552.00)

Since the appointed date for the scheme of Arrangement has been fixed as 1st January 2010, for accounting and operational efficiency, the next accounting year of the company has started from 1 st January instead of 1st April. Accordingly operating results of manufacturing activities will be reflected in the year commenced from 1st January 2010.

DIVIDEND

Your directors have not recommended dividend for the period ended 31st December 2009.

ALLOTMENT OF SHARES:

Pursuant to the scheme of Arrangement, the company allotted 49603520 shares to the shareholders of Kriti Industries (India) Limited. Subsequently the company applied to BSE and MPSE on 2nd February 2010 for the listing of shares, which is pending for approval.

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.

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 period ended 31st December, 2009 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 period ended 31st December 2009 on a going concern basis.

DIRECTORS:

Mr. Somnath Ghosh retires by rotation and being eligible offers himself for re-appointment.

The Board had appointed five additional directors, Mr. Prakash Pethe, Mr. Manoj Fadnis, Mr. Shiv Singh Mehta, Mrs. Purnima Mehta & Mr. Saurabh Singh Mehta, in the company and they hold the office till the date of ensuing Annual General Meeting and are then to be appointed as directors in the company. During the year Mr. M.L. Jain and Mr. G. P. Bhargava resigned from the board of director of the company. The Board places on record its appreciation for valuable guidance and services rendered by Mr. M. L. Jain and Mr. G. P. Bhargava to the company, during their tenure. Mr. Shiv Singh Mehta who is a Managing Director in Kriti Industries (India) Limited was also appointed as the Managing Director in the company w.e.f 12.01.2010

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 not applicable to the company.

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.

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,

Sd/- Sd/-

Shiv Singh Mehta Purnima Mehta

Managing Director Director

Place: Indore

Date : 26th day of April, 2010