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Sensex 78,493.54 +0.65%

Nifty 24,353.55 +0.65%

22k Gold ₹ 14,280 /gm

Sensex 78,493.54 +0.65%

Nifty 24,353.55 +0.65%

22k Gold ₹ 14,280 /gm

Directors Report of Krishca Strapping Solutions Ltd

Mar 31, 2025

Your Board of Directors'' take pleasure in presenting the 08^th Board Report together with the Audited Stand-alone and Consolidated Financial
Statements of the Company for the year ended March 31,2025.

FINANCIAL RESULTS

The discussion on the financial condition and results of operations of your Company for the year ended 31^st March, 2025, which are summarized
below, should be read in conjunction with its audited Standalone and the Consolidated Financial Statements containing financials and notes
thereto of Krishca Strapping Solutions Limited and its subsidiary Krishca Total Packaging Solutions FZCO, Dubai which are summarized below:

	Standalone		Consolidated
Particulars	For the year ended 31^st March, 2025	For the year ended 31^st March, 2024	For the year ended 31^st March, 2025	For the year ended 31^st March, 2024
Income from operations	14,920.21	10,459.18	14,920.21	-
Other Income	188.16	112.51	188.16	-
Total Income	15,108.37	10,571.69	15,108.37	-
Total Expenses	12,664.13	8,545.98	12,678.90	-
Profit before depreciation, interest and tax	1,598.01	1,753.00	1,583.24	-
Finance Cost	370.24	126.49	370.24
Depreciation	475.99	146.22	475.99
Profit before tax	1,598.01	1,753.00	1,583.24	-
Provision for Tax	433.52	436.29	433.52	-
Deferred Tax Asset / (Liability) for the year	(9.85)	(7.41)	(9.85)	-
Profit/ Loss After Tax	1,174.34	1,324.12	1,159.57	-

STATE OF COMPANY''S AFFAIRS

During the year, your Company earned a revenue of H151.08 Crores
as against H105.72 Crores in the previous year, registering an increase
of around 42.91%. Earnings before interest, tax, depreciation and
amortization (EBITDA) was H24.29 Crores against H20.26 Crores in the
previous year. Profit after tax (PAT) for the year was H11.60 Crores as
against H13.24 Crores in the previous year.

BUSINESS OVERVIEW

A more detailed explanation on the business and the performance of
the Company has been provided in the Management Discussion and
Analysis Report, which is forming part of the Annual Report along
with Boards Report.

CHANGE IN THE NATURE BUSINESS OF COMPANY

During the year under review, there was no change in the nature of
the Company''s business.

LISTING OF THE COMPANY

The Shares of your Company are listed on Platform of "Emerge
Platform on National Stock Exchange". The annual Listing Fees for
the Year 2025-26 has been paid to the exchange.

DIVIDEND

Considering the capital requirement for expansion and growth of
business operations and to augment working capital requirements,
the Board of Directors do not recommend any dividend on the
Equity shares for the financial year 2024-25.

To bring transparency in the matter of declaration of dividend
and protect the interests of investors, the company had adopted
a Dividend Policy since listing of its shares. The policy has
been displayed on the Company''s website at link https://www.
krishcastrapping.com/.

UNCLAIMED DIVIDEND

In the absence of any declaration of dividend in the past, the
Company does not have any unpaid/unclaimed dividend coming
under the purview of Section 124(5) of the Act to be Investors
Education and Protection Fund ("IEPF") of the Central Government.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the general
reserves and the entire amount of profit for the year forms part of
the ''Retained Earnings''.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting
the financial position of the Company which have occurred between
the end of the financial year of the Company to which the financial
statements relate and the date of this report, which forms part of
this report.

AWARDS & RECOGNITIONS

The company has obtained various certifications which includes ISO
Certificate 9001:2015 and BIS 6700145313, which stands testimony
for the highest standards of quality and safety maintained by the
Company in respect of its products.

SHARE CAPITAL
AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company is H15,00,00,000/-
comprising of 1,50,00,000 Equity Shares of H10/- each.

PAID-UP SHARE CAPITAL

As on 31^st March, 2025, the paid up capital of the company is
H14,19,00,000/- consisting of 1,41,90,000 equity shares of H10/-
each and there was no change in the share capital of your company
during the year under report.

ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT ESOP
AND SWEAT EQUITY SHARE:

a. BUY BACK OF SECURITIES: The Company has not bought back
any of its securities during the year under review.

b. SWEAT EQUITY: The Company has not issued any Sweat Equity
Shares during the year under review.

c. BONUS SHARES: During the year, the Company has not issued
bonus shares to its shareholders.

d. EMPLOYEES STOCK OPTION PLAN: The Company has not
provided any Stock Option Scheme to the employees.

e. PREFERENTIAL ISSUE: During the year under review, The
Company has successfully completed the Preferential Issue of
21,20,000 (Twenty-One Lakhs Twenty Thousand) Equity Shares
with the Face Value of H10 each for cash, at an issue price of
H233 per Equity Share (which includes a premium of H223 per
Equity Share). And Issue of 8,00,000 (Eight Lakh) Warrants with
the Face Value of H10 each for cash, at an issue price of H233
per Equity Share (which includes a premium of H223 per Equity
Share).

f. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO
DIVIDEND, VOTING OR OTHERWISE: The Company has not
issued any equity shares with differential rights as to dividend,
voting or otherwise.

g. ISSUE OF SHARES (INCLUDING SWEAT EQUITY SHARES) TO
EMPLOYEES OF THE COMPANY UNDER ANY SCHEME: The
Company has not issued any shares (including sweat equity
shares) to employees of the Company under any scheme.

h. OTHER CONFIRMATIONS: The Company has not made any
change in voting rights or changed the capital structure
resulting from restructuring.

The Company failed to implement any corporate action.

The Company''s securities were not suspended for trading during
the year since its listing

UTILISATION OF FUNDS COLLECTED THROUGH
PREFERENTIAL ISSUE

The Company had raised funds through Preferential Issue during
July, 2024 by allotting 21,20,000 (Twenty One Lakhs Twenty
Thousand) Equity Shares of Face Value of H10/- (Rupees Ten Only)
each fully paid, and by allotting 8,00,000 (Eight Lakh) Warrants. The
proceeds of aforesaid issue are being utilized, for the purpose for
which it was raised by the Company in accordance with the terms of
the issue. There was no deviation(s) or variation(s) in the utilization
of public issue proceeds.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public falling
within the ambit of section 73 and Section 76 of the Act, read with
the Companies (Acceptance of Deposits) Rules, 2014. Hence, no
disclosure is required under Rule 8(5)(v) and (vi) of the Companies
(Accounts) Rules, 2014.

BORROWINGS

As on 31^st March 2025, an amount of H3308.13- Cr. is outstanding
towards borrowings, which comprises of both secured and
unsecured loans. The company has not defaulted in payment of
interest and/or repayment of loan to any of the financial institutions
and/or bank.

SECRETARIAL STANDARDS

During the financial year under review, the Company has complied
with the applicable provisions of the Secretarial Standard-1 and
Secretarial Standard-2 relating to ''Meetings of the Board of Directors''
and ''General Meetings'', respectively issued by the Institute of
Company Secretaries of India (''ICSI'') and approved by the Central
Government under Section 118 (10) of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, with respect
to Directors'' Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended
March 31,2025, the applicable accounting standards read with
requirements set out under Schedule III to the Act have been
followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and
applied them consistently and made judgements 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 March
31,2025 and of the profit of the Company for the year ended
on that date;

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

d) the Directors have prepared the annual accounts on a going
concern basis;

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

f) 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.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER
SECTION 186 OF THE ACT

The Company has not given any Loans, made any Investments, given
any Guarantees and provided any Securities during the Financial
Year under Section 186 of the Act.

PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE COMPANIES

As part of the expansion of the business of the company to overseas
market, your company has incorporated a subsidiary viz Krishca Total
Packaging Solutions FZCO on August 30, 2023 in UAE and a Wholly
Owned Subsidiary Company viz., KRISHCA TOTAL PACKAGING &
PRESERVATION SOLUTIONS PTE. LTD in Singapore on October 13,
2023. The said subsidiaries are yet to start its operations. Details are
annexed as Annexure I to this report.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES UNDER SECTION 188(1) OF THE ACT

All the transactions with related parties during the year were on
arm''s length basis and in the ordinary course Board''s Report of the
business. Related party transactions entered into by the Company
during the year were approved by the audit committee and the
Board from time to time and are disclosed in the notes to accounts
of the financial statements forming part of this Annual Report.
The Company has also obtained approval of the shareholders for
related party transactions which are material in nature irrespective
of the fact that they are on arm''s length basis and in the ordinary
course of the business. The details of materially significant related
party transactions entered into by the Company are disclosed in

Form AOC- 2 pursuant to Section 134(3) of the Act and enclosed as
Annexure -II to this report.

All transactions with related parties are in accordance with the RPT
Policy. The policy on materiality of related party transactions and
dealing with related party transactions ("RPT Policy") formulated by
the Board can be accessed at https://www.krishcastrapping.com.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of
the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 as amended from time to time, the
Annual Return of the Company as on 31^st March, 2025 is available
on the Company''s website and can be accessed at https://www.
krishcastrapping.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. COMPOSITION OF THE BOARD

Composition of the Board as at March 31, 2025, company''s
Board consists of 8 (Eight) members. Besides the Chairman,
who is an Executive Promoter Director, the Board comprises
of one Executive Promoter Director (Woman Executive
Director), Two Executive Director and One Non-Executive NonÂ¬
Independent Directors and three Non-Executive Independent
Directors. Brief profile of Directors is available at Company''s
website at https://Krishcastrapping.com.

The composition of the Board consists of a combination of
Executive and Non-Executive Directors and not less than 1/3^rdof the Board comprising of Independent Directors.

The following are the changes in the Board of Directors/KMPs
of the Company during the year under review:

Name	DIN/PAN	Particulars	Effective Date/ period of Appointment
Mr. Tom Antony	01413738	Resigned as Director	30^th September, 2024
Mr. Rajinikanth	03552481	Resigned as Director	30^th September, 2024
Mr. Nandhagopal Damodaran	10697520	Appointed as Additional Director (NonÂ¬ Executive, Independent)	10^th October, 2024
Mr. Naren Kumar Mandepudi	07271458	Appointed as Additional Director (NonÂ¬ Executive, Independent)	10^th October, 2024
Mr.Jagajyoti Naskar	09541125	Appointed as Chief Executive Officer	12^th November, 2024

B. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Terli
Venkata Shivaji (DIN: 07159540) Whole-Time Director and Mrs. Navaneethakrishnan Saraladevi (DIN: 07941812) Whole-Time Director
cum Chief Financial Officer of the Company, retiring by rotation at the ensuing Annual General Meeting. The Board of Directors, on the
recommendation of the Nomination and Remuneration Committee, has recommended his re-appointment. Details of the Directors
retiring by rotation/ seeking re-appointment have been furnished in the explanatory statement to the notice of the ensuing AGM.

C. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS

During the Financial Year 2024-25, the Company held 7 (seven) meetings of the Board of Directors as per Section 173 of Companies
Act, 2013, viz 27^th May, 2024, 02^nd July, 2024, 10^th August, 2024, 10^th October, 2024, 12^th November, 2024, 22^nd January, 2025 and 15^thMarch, 2025. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

The composition of the board and the details of meetings attended by its members are given below:

S. No.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1.	Mr. Lenin Krishnamoorthy Balamanikandan	Chairman & Managing Director	7	7
2.	Mrs. Navaneethakrishnan Saraladevi	Whole Time Director	7	6
3.	Mr. Terli Venkata Shivaji	Whole Time Director	7	7
4.	Mr. Achaya Kumarasamy	Non-Executive Non Independent Director	7	7
5.	Mr. Rajinikanth	Independent Director	3	3
6.	Mr. Vengarai Seshadri Sowrirajan	Independent Director	7	7
7.	Mr. Tom Antony	Independent Director	3	3
8.	Mr. Jagajyoti Naskar*	Chief Executive Director	7	7
9.	Mr. Nandhagopal Damodaran	Independent Director	3	3
10.	Naren Kumar Mandepudi	Independent Director	3	3

Detailed agenda with explanatory notes and all other related
information is circulated to the members of the Board in advance
of each meeting. Detailed presentations are made to the Board
covering all major functions and activities. The requisite strategic
and material information is made available to the Board to
ensure transparent decision making by the Board.

Adequate notice is given to all directors for the meetings of the
Board and Committees. Except where consent of directors was
received for scheduling meeting at a shorter notice, agenda
and detailed notes on agenda were sent at least seven days in
advance, and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the
meeting and for meaningful participation at the meeting by
the directors.

The Company did not have any pecuniary relationship or
transactions with the Non-Executive Directors of the Company
other than payment of the sitting fees for attending meetings.

Remuneration of the executive directors consists of a salary and
other benefits. The Nomination and Remuneration Committee
makes annual appraisal of the performance of the Executive
Directors based on a detailed performance evaluation, and
recommends the compensation payable to them, within the

parameters approved by the shareholders, to the Board for
their approval.

AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS AND STATUTORY AUDITORS
REPORT

During the year under review, pursuant to the provisions of
Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014 and in accordance with
the resolution passed by the members at the AGM held on
September 30, 2022, M/s. L.U. KRISHNAN & Co., Chartered
Accountants, Chennai (bearing FRN:001527S), and having office
at Sam''s Nathaneal Tower, 3-1, West Club Road, Shenoy Nagar,
Chennai, 600030, Tamilnadu, India, were re-appointed as the
Statutory Auditors of the Company to hold office for a period of
five years from the conclusion of 05^th Annual General Meeting
(for the financial year 31.03.2022), to till the conclusion of 10^thAnnual General Meeting (for the financial year 31.03.2027) on
remuneration as may be agreed between the Board and the
Auditors. M/s. L.U. KRISHNAN & Co., Chartered Accountants,
have provided their consent and eligibility declaration for
appointment of Statutory Auditors of the Company from FY
2021-22 to FY 2026-27.

M/s. L. U. Krishnan & Co, Chartered Accountants, have
submitted their Report on the Financial Statements of the
Company for the FY 2024-25, which forms part of the Annual
Report 2024- 25. There are no observations (including any
qualification, reservation, adverse remark or disclaimer) of the
Auditors in the Audit Reports issued by them which call for any
explanation/comment from the Board of Directors.

Statutory Auditors of the Company have not reported any
fraud as specified under Section 143(12) of the Companies Act,
2013, in the year under review.

B. COST AUDITOR, COST RECORDS AND COST AUDIT/
COMPLIANCE

The Company has made and maintained cost accounts and
records as specified by the Central Government under Section
148(1) of the Companies Act, 2013.

For the financial year 2024-25, M/s N. Sivashankaran & Co.,
Cost Accountant, Chennai, Membership No-26818, Firm
Registration No: 100662, have conducted the audit of the cost
records of the Company.

In accordance with the provisions of Section 148 (6) of
Companies Act 2013 and rule 6(6) of the Companies (Cost
records and audit) Rules, 2014, and on the recommendation
of the Audit Committee, the Board has appointed M/s N.
Sivashankaran & Co., Cost Accountants, Chennai, Membership
No-26818, Firm Registration No: 100662, as the Cost Auditors
of the Company at such remuneration of H1,00,000/ (Rupees
One Lakh only) plus applicable taxes, reimbursement of out
-of pocket expenses and other incidental expenses incurred
for conducting such audit to Cost Auditors to the members
pursuant to the provisions of the Act. as shall be fixed by the
board of Directors of the Company to conduct the audit of the
cost records of the Company for the financial year 2025-2026.

C. SECRETARIAL AUDITORS AND SECRETARIAL AUDITORS
REPORT

M/s. SKD & Associates, Company Secretaries, (Firm Regn. No.
S2023TN958600) were appointed as Secretarial Auditors of the
Company for the financial year ended on 31^st March, 2025. The
secretarial audit report does not contain any qualification or
reservation or observation or adverse remark and the same is
self-explanatory and is annexed as Annexure III forming part
of this report.

The Board of Directors of the Company, based on the
recommendation made by the Audit Committee, and subject to
the approval of the shareholders of the Company at the ensuing
AGM, have approved the appointment of M/s. SKD & Associates,
as the Secretarial Auditors of the Company to conduct the

secretarial audit for a period of five consecutive years from the
financial year 2025-26 to the financial year 2029-30, in terms
of provisions of Regulation 24A of the Listing Regulations and
provisions of Section 204(1) of the Companies Act, 2013. M/s.
SKD & Associates has given consent and confirmed that he is
not disqualified from being appointed as the Secretarial Auditor
of the Company and satisfies the eligibility criteria. The profile
of the Secretarial Auditor is provided as part of the explanatory
statement to the AGM Notice.

The Secretarial Audit report submitted by them for the financial
year 2024-25 in the prescribed form MR-3 pursuant to the
provisions of Section 204 of the Act received from M/s. SKD
& Associates is provided in Annexure III forming part of this
report. The Secretarial Auditors'' Report for the Financial year
2024-25 does not contain any qualification, reservation or
adverse remarks and the same is self-explanatory.

D. INTERNAL AUDITOR

As per section 138 of The Companies Act 2013 read with
Rule 13 of Companies (Accounts) Rules, 2014, the company
has Appointed M/s. K E K AND ASSOCIATES LLP, Chartered
Accountants, Chennai (FRN: S000082), as Internal Auditor to
conduct Internal Audit for the Financial Year 2025-2026. The
Internal Audit reports are periodically reviewed by the Audit
Committee.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the
Company have not reported any frauds to the Audit Committee or
to the Board of Directors under section 143(12) of the Act, including
rules made there under.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an effective internal control system to
synchronise its business processes, operations, financial reporting,
fraud control, and compliance with extant regulatory guidelines
and compliance parameters. The Company ensures that a standard
and effective internal control framework operates throughout the
organization, providing assurance about the safekeeping of the
assets and the execution of transactions as per the authorization
in compliance with the internal control policies of the Company.

The internal control system is supplemented by extensive internal
audits, regular reviews by the management, and guidelines
that ensure the reliability of financial and all other records. The
management periodically reviews the framework, efficacy, and
operating effectiveness of the Internal Financial Controls of the
Company.

The Internal Audit reports are periodically reviewed by the Audit
Committee. The Company has, in material respects, adequate
internal financial control over financial reporting, and such controls
are operating effectively. Internal Audits are carried out to review
the adequacy of the internal control systems and compliance with
policies and procedures. Internal Audit areas are planned based
on inherent risk assessment, risk score, and other factors such
as probability, impact, significance, and strength of the control
environment. Its adequacy was assessed, and the operating
effectiveness was also tested.

COMPLIANCE TO THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION,
AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION, AND REDRESSAL) RULES, 2013.

The Company has zero tolerance for sexual harassment at workplace
and has a mechanism in place for prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The Company is committed to provide equal opportunities without
regard to their race, caste, sex, religion, color, nationality, disability,
etc. All employees are treated with dignity with a view to maintain
a work environment free of sexual harassment whether physical,
verbal or psychological. All employees (permanent, contractual,
temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
An Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment at workplace.

The following is a summary of sexual harassment complaints
received and disposed off during the year 2024-2025.

Number of complaints filed during the financial year	0
Number of complaints disposed of during the financial year	0
Number of cases pending for more than ninety days	0
during the financial year
Number of complaints pending as at the end of the	0
financial year

DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF
THE PROVISIONS RELATING TO THE MATERNITY BENEFIT
ACT, 1961

The Company has complied with the applicable provisions of the
Maternity Benefit Act, 1961, including the grant of maternity leave,
work-from-home options where applicable, and provision of creche
facilities as required. The Company remains committed to ensuring
a safe and supportive work environment for its women employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERNS STATUS AND COMPANY''S
OPERATIONS IN FUTURE

The Company has not received any significant or material orders
passed by any regulatory authority, court or tribunal which shall
impact the going concern status and Company''s operations in
future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under
review, as stipulated under the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), is presented in a separate section,
forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013
read with the Rules made thereunder, the Company has formed
Corporate Social Responsibility ("CSR") Committee. The Company
has framed a Corporate Social Responsibility (CSR) Policy as required
under Section 135 of the Companies Act, 2013 read with Rule 8
of the Companies (Corporate Social Responsibility Policy) Rules,
2014, to oversee the CSR activities initiated by the Company. The
CSR Committee has adopted a CSR Policy in accordance with the
provisions of Section 135 of the Companies Act, 2013 and rules
made thereunder. The details of the CSR initiatives undertaken by
the Company during the FY 2024- 25 in the prescribed format are
annexed as Annexure- IV.

RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of the Companies
Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company
has constituted the Risk Management Committee and laid down
a framework to inform the Board about the particulars of Risks
Identification, Assessment and Minimization Procedures. In the
opinion of the Board, there is no such risk, which may threaten the
existence of the Company.

During the year, such controls were tested and no material
discrepancy or weakness in the Company''s internal controls over
financial reporting was observed.

Proper Risk Management Practices have been followed for the
purpose of risk identification, analysis, and mitigation planning,
monitoring, and reporting. Although, all risks cannot be eliminated,
but mitigation and contingency plans are developed to lessen their
impact if they occur.

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

The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 are provided in ANNEXURE
III to this Report.

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

The Board, based on the recommendation of the Nomination and
Remuneration Committee, has framed a policy for the selection and
appointment of Directors and Senior Management Personnel and
their remuneration. The Company''s policy relating to the Directors
appointment, payment of remuneration and discharge of their
duties is available on the website of the Company at https://www.
krishcastrapping.com/.

MANAGERIAL REMUNERATION, EMPLOYEE
INFORMATION AND RELATED DISCLOSURES

Employee relations continued to be cordial during the year under
review. The Company continued its thrust on Human Resources
Development The remuneration paid to Directors, Key Managerial
Personnel, and Senior Management Personnel during FY 2024-25
was in accordance with the NRC Policy of the Company. Disclosures
required under the provisions of Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, relating to the remuneration and
other details as required are annexed to this Report as ANNEXURE- IV.

RECEIPT OF REMUNERATION OR COMMISSION BY THE
MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING
OR SUBSIDIARY COMPANY

The Company does not have any Holding as on 31^st March 2025.
However the Company is having two subsidiary companies viz.,
Krishca Total Packaging Solutions FZCO & Krishca Total Packaging
& Preservation Solutions Pte. Ltd and the Managing / Whole
Time Director have not received any remuneration from the said
subsidiaries during the year under review. Hence reporting under
this clause is not applicable.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant
to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the Company
for the financial year ended on 31^st March, 2025.

CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform
(NSE-emerge) of NSE Limited. Regulation 27 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 relating
to Corporate Governance is not applicable to the Company listed on
the SME platform (NSE-emerge) of NSE. Accordingly, the Company
is not required to disclose information as covered under Para (C),
(D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Company voluntarily adopted
various practices of governance conforming to highest ethical and
responsible standards of business and is committed to focus on long
term value creation for its shareholders. The Corporate Governance
practices followed by the Company is included as part of this Report.

COMMITTEES OF THE BOARD

The Board of Directors of your Company has constituted the following
committees in terms of the provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosures Requirements),
Regulation, 2015:

As on 31^st March, 2025, the company has five Board level committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Corporate Social Responsibility Committee

E) Risk Management Committee

The composition of various Committees of the Board of Directors is
available on the website of the Company. The Board is responsible for
constituting, assigning, co-opting and fixing the terms of reference
of various committees. Details on the role and composition of these
committees, including the number of meetings held during the
financial year and the related attendance are provided below.

A. AUDIT COMMITTEE

The Audit Committee of the Company consists of 3 Independent
Directors. The Chairman of the Audit Committee is financially
literate and majority of them having accounting or related
financial management experience. Company Secretary acts as
Secretary to the Committee.

During the Financial Year 2024-25, the Company held 04 (Four)
Audit Committee meetings, viz 27^th May, 2024, 10^th August,
2024, 12^th November, 2024 and 15^th March, 2025.

The composition of the Committee as on March 31,2025 and the details of meetings attended by its members during the financial year
2024-25 are given below:

S. NO.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Rajinikanth E (Upto 30^th September, 2024)	Chairman	02	02
2	Mr. Tom Antony (Upto 30^th September, 2024)	Member	02	02
3	Mr. V.S. Sowrirajan	Member	04	04
4	Mr. Nandhagopal Damodaran (wef. 10^th October, 2024)	Chairman	02	02
5	Mr. Naren Kumar Mandepudi (wef. 10^th October, 2024)	Member	02	02

All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The role and terms
of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and
Listing Regulations and is available on the website of the Company at https://www.krishcastrapping.com/

B. NOMINATION AND REMUNERATION COMMITTEE

In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, the Nomination and Remuneration Policy recommended
by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company. Policy is disclosed on
the website of the Company viz. https://www.krishcastrapping.com/.

During the Financial Year 2024-25, the Company held 2 (Two) Nomination and Remuneration Committee meeting on 27^th May, 2024
and 12^th November, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

S. NO.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Tom Antony (Upto 30^th September, 2024)	Chairman	01	01
2	Mr. V S Sowrirajan	Member	01	01
3	Mr. Rajinikanth E S (Upto 30^th September, 2024)	Member	01	01
4	Mr. Nandhagopal Damodaran (wef. 10^th October, 2024)	Chairman	01	01
5	Mr. Naren Kumar Mandepudi (wef. 10^th October, 2024)	Member	01	01
6	Mr. Achaya Kumarasamy	Member	01	01

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance
with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website
of the Company at https://www.krishcastrapping.com/.

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

During the Financial Year 2024-25, the Company held 1 (One) Stakeholders'' Relationship Committee meeting on 15^th March, 2025.
The composition of the Committee and the details of meetings attended by its members are given below:

S. NO.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Tom Antony (Upto 30^th September, 2024)	Chairman	-	-
2	Mr. V S Sowrirajan	Member	-	-
3	Mr. Rajinikanth E S (Upto 30^th September, 2024)	Member	-	-
4	Mr. Nandhagopal Damodaran (wef. 10^th October, 2024)	Member	01	01
5	Mr. Naren Kumar Mandepudi (wef. 10^th October, 2024)	Chairman	01	01
6	Mr. Jagajyoti Naskar	Member	01	01

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been formed by the Board of Directors, in terms of Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules 2014.

During the Financial Year 2024-25, the Company held 1 (One) Corporate Social Responsibility Committee meetings, viz 15^th March, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

S. NO.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Rajinikanth E S (Upto 30^th September, 2024)	Chairman	-	-
2	Mr. V S Sowrirajan	Member	-	-
3	Mr. Tom Antony (Upto 30^th September, 2024)	Member	-	-
4	Mr. Lenin Krishnamoorthy Balamanikandan	Chairman	01	01
5	Mr. Jagajyoti Naskar	Member	01	01
6	Mr. Naren Kumar Mandepudi (wef. 10^th October, 2024)	Member	01	01

The terms of reference of the CSR Committee includes formulation and recommendation to the Board, a "Corporate Social Responsibility
Policy" which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and
the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein
as and when decided by the Board;

The Company Secretary acted as the secretary of the Committee. The Corporate Social Responsibility Policy of the Company is available
on the website of the Company at https://www.krishcastrapping.com/.

E. RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company have constituted a Risk Management Committee to inter-alia, assist the Board in overseeing
the responsibilities with regard to identification, evaluation and mitigation of operational, strategic and external environmental risks.
During the Financial Year 2024-25, the Company held 1 (One) Risk Management Committee meetings, viz 15^th March, 2025.

The composition of the Committee and the details of meeting attended by its members are given below:

S. NO.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Tom Antony (Upto 30^th September, 2024)	Chairman	-	-
2	Mr. Rajinikanth E S (Upto 30^th September, 2024)	Member	-	-
3	Mr. V S Sowrirajan	Member	-	-
4	Mr. Nandhagopal Damodaran (wef. 10^th October, 2024)	Chairman	01	01
5	Mr. Jagajyoti Naskar	Member	01	01
6	Mr. Sridharan	Member	01	01

The Company Secretary acted as the secretary of the Committee. The Risk Management policy of the Company is available on the
website of the Company at https://www.krishcastrapping.com/.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV
of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and
without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent
directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfill the conditions specified in the
Act and the Listing Regulations and that they are independent of the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Independent Directors have been updated with their roles,
rights and responsibilities in the Company by specifying them
in their appointment letter along with necessary documents,
reports and internal policies to enable them to familiarise with the
Company''s procedures and practices. The Company endeavors,
through presentations at regular intervals to familiarize the
Independent Directors with the strategy, operations and functioning
of the Company.

The details of such familiarization programmes for Independent
Directors are posted on the website of the Company and can be
accessed at https://www.krishcastrapping.com

TERMS AND CONDITIONS OF APPOINTMENT OF
INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors
have been disclosed on the website of the Company https://www.
krishcastrapping.com.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on March
29, 2025 without the presence of Non-Independent Directors
and members of Management. In accordance with the Listing
Regulations, read with Section 149 (8) and Schedule-IV of the Act,
following matters were, inter alia, reviewed and discussed in the
meeting:

i) Performance of Non-Independent Directors and the Board of
Directors as a whole;

ii) Performance of the Chairman of the Company taking into
consideration the views of Executive and Non-Executive
Directors;

iii) Assessment of the quality, quantity and timeliness of flow
of information between the Company Management and
the Board that is necessary for the Board to effectively and
reasonably perform their duties

All the Independent Directors were present at the meeting.

PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING
INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the Listing
Regulations, the Board, in consultation with its Nomination and
Remuneration Committee, has formulated a framework containing,
inter-alia, the criteria for performance evaluation of the entire Board
of the Company, its Committees and individual directors, including
Independent Directors. The framework is monitored, reviewed and

updated by the Board, in consultation with the Nomination and
Remuneration Committee, based on need and new compliance
requirements.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and accordingly
framed a Whistle Blower Policy in accordance with the provisions
of Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Rule 7 of the Companies
(Meeting of the Board and its Power) Rules 2014. The policy enables
directors, employees and business associates to report unethical
behavior, malpractices, wrongful conduct, fraud, violation of
Company''s code of conduct, leak or suspected leak of unpublished
price sensitive information without fear of reprisal for appropriate
action. Under the vigil mechanism, all directors, employees,
business associates have direct access to the Chairman of the Audit
committee. The whistle blower policy can be accessed at https://
www.krishcastrapping.com.

CODE FOR PREVENTION OF INSIDER-TRADING

Post listing of equity shares of the company, in accordance with SEBI
(Prohibition of Insider Trading) Regulations, 2015, the Company has
in place the following: -

1. Code of Conduct for Prevention of Insider Trading and Code
of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (UPSI).

2. Policy for determination of "legitimate purposes" forms part of
this Code.

3. Policy and procedures for inquiry in case of leak of UPSI/
suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention of Insider
Trading which includes maintenance of structural digital data base
(SDD) are being managed through a software installed by the
Company in-house including maintenance structural digital data
base (SDD). This code lays down guidelines advising the designated
employees and other connected persons, on procedures to be
followed and disclosures to be made by them while dealing with
the shares of the company, and while handling any unpublished
price sensitive information.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every
employee including Board members and senior management
personnel of the company. The duties of Directors including duties
as an Independent Director as laid down in the Act also forms
part of the Code of Conduct. The Code of Conduct is available on
the website of the Company https://www.krishcastrapping.com.
All Board members and senior management personnel affirm
compliance with the Code of Conduct annually.

POLICIES OF THE COMPANY

The Company is committed to good corporate governance and has
consistently maintained its organizational culture as a remarkable
confluence of high standards of professionalism and building
shareholder equity with principles of fairness, integrity and ethics.
The Board of Directors of the Company have from time to time
framed and approved various Policies as required by the Companies
Act, 2013 read with the Rules issued thereunder and the Listing
Regulations. These Policies and Codes are reviewed by the Board
and are updated, if required. The aforesaid policies can be accessed
at https://www.krishcastrapping.com.

REGISTRAR AND TRANSFER AGENT (RTA)

The Company appointed Purva Share Registry (India) Private Limited
as its RTA. Details of the RTA are given below.

Purva Share Registry (India) Private Limited

CIN: U67120MH1993PTC074079

No 9, Shiv Shakti Industrial Estate, Mumbai - 400011,

Maharashtra, India

Tel: 91 022 2301 8261, Fax No: 91 022 2301 2517
E-mail: [email protected] ,

Website: www.purvashare.com

DEMATERIALISATION OF SHARES

The Company has entered into tripartite agreements for
dematerialization of equity shares with the Purva Share Registry (I)
Private Limited, National Securities Depository Limited and Central
Depository Services (India) Limited. As on March 31,2025, the shares
of the Company held in demat form represents 100% of the total
issued and paid-up capital of the Company.

The Company ISIN No. is INE0NR701018.

POSTAL BALLOT

During the year under review, no resolution was passed through
postal ballot.

PENALTIES

There were no penalties, strictures imposed on the company by
stock exchange(s) or SEBI or any statutory authority, on any matter
related to capital markets, during the year.

SCORES

SEBI processes investor complaints in a centralized web-based
complaints redressal system i.e. SCORES. Through this system
a shareholder can lodge complaint against a company for his
grievance. The company uploads the action taken on the complaint
which can be viewed by the shareholder. The company and
shareholder can seek and provide clarifications online through SEBI.

ONLINE DISPUTE RESOLUTION (ODR) PORTAL

As per the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/
CIR/2023/145 dated 31^st July, 2023, on "Online Resolution of
Disputes in the Indian Securities Market" a common Online Dispute
Resolution Portal ("ODR Portal") which harnesses online conciliation
and online arbitration for resolution of disputes arising in the Indian
Securities Market.

RECONCILIATION OF SHARE CAPITAL AUDIT

Pursuant to Regulation 76 of Securities and Exchange Board of
India (Depositories Participants) Regulations, 2018 [erstwhile SEBI
circular No. D&CC /FIT TC/CIR-16/2002 dated December 31, 2002
read with Securities and Exchange Board of India (Depositories
Participants) Regulations, 1996], a Company Secretary in Practice
carries out audit of Reconciliation of Share Capital on quarterly basis
to reconcile the total admitted equity share capital with the National
Securities Depository Limited (NSDL) and the Central Depository
Services (India) Limited (CDSL) and the total issued and listed
equity share capital. The audit report confirms that the total issued/
paid-up capital is in agreement with the total number of shares in
physical form and the total number of dematerialized shares held
with NSDL and CDSL. The said report, duly signed by practicing
company secretary is submitted to stock exchanges where the
securities of the company are listed within 30 days of the end of each
quarter and this Report is also placed before the Board of Directors
of the company.

CREDIT RATING

There were no instances during the year which requires the company
to obtain credit rating from any credit rating agencies.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

The Company has not made any application or no proceeding is
pending under the Insolvency and Bankruptcy Code, 2016 during
the Financial Year and hence not being commented upon.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF
During the Financial Year under review, there has been no incident
of one time settlement for loan taken from the banks of financial
institutions and hence not being commented upon.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS
BINDING LISTED ENTITIES

As per the information available with the Company, there are no
agreements entered into by the shareholders, Promoters, Promoters
Group entities, Related Parties, Directors, Key Managerial Personnel,
Employees of the Company, its subsidiaries and associates
companies which are binding the Company in terms of clause 5A of
Para A of Part A of Schedule III of the Listing Regulations.

GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going
beyond it to create new green initiations, an electronic copy of the
Notice of the 8^th Annual General Meeting of the Company along
with a copy of the Annual Report is being sent to all Members whose
email addresses are registered with the Company/ Depository
Participant(s) and will is also available at the Company''s website at
https:// krishcastrapping.com

INVESTOR GRIEVANCE REDRESSAL

During the period since listing of shares of the company to the
date of this report, there were no complaints received from the
investors. The designated email id for Investor complaint is cs@
krishcastrapping.com.

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR
CORRESPONDENCE

Ms. Diya Venkatesan,

Company Secretary & Compliance Officer
Registered office:

Building 01B,

LOGOS Mappedu Logistics Park Satharai Village,

Thiruvallur Taluk, Thiruvallur,

Tamil Nadu- 631203,

Contact No. 91 9094575375;

E-mail: [email protected].

BUSINESS LOCATIONS

As on March 31,2025, the company has its place of business (Factory
Unit) in the following location:

THIRUVALLUR, Building 01B, LOGOS Mappedu Logistics

TAMILNADU Park Satharai Village, Thiruvallur Taluk,

Thiruvallur, Tamil Nadu- 631203

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation
for the assistance and co-operation received from the government
and regulatory authorities, stock exchange, financial institutions,
banks, business associates, customers, vendors, members, for their
co-operation and support and looks forward to their continued
support in future. The Board of Directors wish to place on record
its deep sense of appreciation for the committed services by all the
employees of the Company.

By Order of the Board of Directors

For KRISHCA STRAPPING SOLUTIONS LIMITED

Sd/- Sd/-

JAGAJYOTI NASKAR LENIN KRISHNAMOORTHY BALAMANIKANDAN

Place: Chennai Whole-Time Director & CEO Chairman & Managing Director

Date: 06/09/2025 DIN: 09541125 DIN: 07941696

Mar 31, 2024

The Board of Directors have pleasure in presenting the 7^th Annual Report of the Company along with audited financial statements for the financial year ended March 31,2024.

FINANCIAL RESULTS

The Company''s financial (Standalone) performance for the year ended March 31,2024 is summarised below:

(Amount in '' Lakhs)
Particulars	2023-24	2022-23
Revenue from Operations	10,502.37	7230.43
Other Income	66.10	10.96
Total Revenue	10,568.47	7241.39
Profit Before exceptional and extraordinary items and tax	1,753.00	1175.72
Exceptional items	0.00	0.00
Profit Before extraordinary items and tax	1,753.00	1175.72
Extraordinary items	0.00	0.00
Profit Before Tax	1,753.00	1175.72
Current Tax	427.53	299.92
Deferred Tax	(7.41)	(58.45)
Tax Adjustment of Earlier Years
Net Profit/ Loss for the period	1,324.12	934.26
Earnings per share (Basic & Diluted) (in Rs.)	11.46	10.68

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:

During the year under review, the Company recorded revenue of Rs.10,502.37 lakhs from its operation as against Rs.7,230.43 lakhs in the previous financial year 2022-23, registering a growth of 45%. Other Income during the current financial year 2023-24 was Rs.66.10 lakhs as against Rs.10.96 lakhs in the previous financial year 2022-23. The Company recorded Profit before Tax of Rs.1,753.00 lakhs for the financial year 2023-24 registering a growth of 49%. as against Rs.1175.72 lakhs for the previous financial year 2022-23. The net profit for the financial year 2022-23 stood at Rs.1,324.12 lakhs for the financial year 2023-24 as against Rs.934.26 lakhs in the previous financial year registering a growth of 42%.

BUSINESS OVERVIEW:

A more detailed explanation on the business and the performance of the Company has been provided in the Management Discussion and Analysis Report, which is forming part of the Annual Report as Annexure- I.

DIVIDEND

Keeping in mind the capital requirement for expansion and growth of business operations and to augment working capital requirements, the Board of Directors did not recommend any dividend on the Equity shares for the financial year 2023-24.

In the absence of any declaration of dividend in the past, the Company does not have any unpaid/unclaimed dividend coming under the purview of Section 124(5) of the Act to be Investors Education and Protection Fund ("IEPF") of the Central Government.

To bring transparency in the matter of declaration of dividend and protect the interests of investors, the company had adopted a Dividend Policy since listing of its shares. The policy has been displayed on the Company''s website at link https://www.krishcastrapping.com/

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the general reserves and the entire amount of profit for the year forms part of the ''Retained Earnings''.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, which forms part of this report.

AWARDS & RECOGNITIONS

The company has obtained various certifications which includes ISO Certificate 9001:2015, which stands testimony for the highest standards of quality and safety maintained by the Company in respect of its products.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the Financial Year under review.

CAPITAL STRUCTURE OF THE COMPANY

As on March, 31, 2024 the Authorised Share Capital of the Company is''1500 Lakhs divided into 1,50,00,000 Equity Shares of 10/- each. The Paid up Share Capital of the Company is 1207 Lakhs divided into 1,20,70,000 Equity Shares of 10/- each.

ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT ESOP AND SWEAT EQUITY SHARE:

a. BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES: During the year, the Company has not issued bonus shares to its shareholders.

d. EMPLOYEES STOCK OPTION PLAN: The Company has not provided any Stock Option Scheme to the employees.

e. INITIAL PUBLIC OFFER ("IPO"): During the year under review, The Company has successfully completed the Initial Public Offer (IPO). In the IPO, 33,20,000 Equity Shares of Rs.10/- each was offered by the Company for subscription at an issue price of 54/- per shares which includes premium of Rs.44/- per share, aggregating to 1792.80 Lakhs. The issue was open for subscription on 16/05/2023 and closed on 19/05/2023. The Board has allotted 33,20,000 Equity Shares of Rs.54/- each to the successful applicant on 24th May, 2023. The equity shares of the Company got listed on 26/05/2023 on the NSE EMERGE.

f ISSUE OF EQUITY SHARES WITH DIFFERENTIALRIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE:-

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

g. ISSUE OF SHARES (INCLUDING SWEAT EQUITY SHARES) TO EMPLOYEES OF THE COMPANY UNDER ANY SCHEME:

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

h. OTHER CONFIRMATIONS

The Company has not made any change in voting rights or changed the capital structure resulting from restructuring.

The Company failed to implement any corporate action.

The Company''s securities were not suspended for trading during the year since its listing.

UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE

The Company had raised funds through Initial Public Offer (IPO) during May, 2023 where the equity shares are listed on EMERGE Platform of National Stock Exchange of India Ltd. The proceeds of aforesaid issue are being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue. There was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated May 22, 2023.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

BORROWINGS

As on 31st March 2024, an amount of Rs. 2014.21 Cr. is outstanding towards borrowings, which comprises of both secured and unsecured loans.

SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively issued by the Institute of Company Secretaries of India (''ICSI'') and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2023-24.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 March 31,2024 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating

effectively; and

f) 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.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT

The Company has not given any Loans, made any Investments, given any Guarantees and provided any Securities during the Financial Year under Section 186 of the Act.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT

With reference to Section 134(3)(h) of the Act, all contracts, and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors. No contract or arrangement required approval of shareholders by a resolution. Further, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered ''material'' (i.e. transactions entered into individually or taken together with previous transactions during the financial year, exceeding rupees one thousand crore or ten percent of the annual consolidated turnover as per the last audited financial statements of the Company, whichever is lower) according to the policy of the Company on materiality of Related Party Transactions.

The Company had entered into any contract / arrangement /transaction with related parties which is reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. You may refer to Related Party transactions in Note No. 27 of the Standalone Financial Statements for more details.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2024 is available on the Company''s website and can be accessed at https://www.krishcastrapping.com.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. Annual Report on CSR activities undertaken by the Company during the financial year ended on 31st March, 2024 in the prescribed format is annexed as Annexure IV to this report.

RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company.

During the year, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.

AUDITORS AND AUDITORS'' REPORTSTATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and in accordance with the resolution passed by the members at the AGM held on September 30, 2022, M/s. L.U. KRISHNAN & Co., Chartered Accountants, Chennai (bearing FRN:001527S), and were re-appointed as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 05th Annual General Meeting (for the financial year 31.03.2022), to till the conclusion of 10th Annual General Meeting (for the financial year 31.03.2027) on remuneration as may be agreed between the Board and the Auditors. M/s. L.U. KRISHNAN & Co., Chartered Accountants, have provided their consent and

eligibility declaration for appointment of Statutory Auditors of the Company.

M/s. L. U. Krishnan & Co, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2023-24, which forms part of the Annual Report 2023- 24. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.

COST RECORDS AND COST AUDIT

As per Sec. 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules, 2014 the applicability of Cost audit is based on overall annual turnover of the company from all its products and services during the immediate preceding financial year of rupees one hundred crore or more and the aggregate turnover of the individual product or products or service or services for which cost records are required to be maintained under rule 3 is Rupees thirty five crore or more. Since, your company''s annual turnover does not exceeds the threshold limit as mentioned above; appointment of cost auditor is not applicable for the FY 2023-24. Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 read with Section 134 your Company has duly maintained the cost audit records as per sub-section 1 of section 148 of Companies Act, 2013

Pursuant to the Provision of Section 148 of the Companies Act, 2013 read with notification/ circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors had appointed M/s.N.Sivashankaran & Co, Cost Accountants, Chennai, Firm Registration No.100662, as the Cost Auditors of the Company for the financial year 2024-25 and recommends the ratification of remuneration of M/s.N.Sivashankaran & Co, Cost Accountants, Chennai, Firm Registration No.100662 as the Cost Auditor of the Company for the above said financial year. The Cost Audit Report will be filed within the period stipulated under Companies Act, 2013.

The Cost Auditors have certified that their appointment is within the limits of Section 141 (1)(g) of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the Companies Act, 2013.

SECRETARIAL AUDITORS AND THEIR REPORT

M/s.Rabi Narayan & Associates, Company Secretaries (unique Identification No.S2000TN667800), were appointed

as Secretarial Auditors of the Company for the financial year 2023-24. The Secretarial Audit Report submitted by them for the said financial year in the prescribed form MR3 pursuant to the provisions of Section 204 of the Act is annexed as ''Annexure V'' to this report.

The Secretarial Auditors'' Report for the financial year 2023- 24 does not contain any qualification, reservation or adverse remark except those related to delay in filing of certain forms/returns under the Act and delay in disclosures/submissions under Regulation 33 and 34 of SEBI Listing Regulations in respect of which fine was imposed by National Stock Exchange (NSE). The company has filed all applicable forms and returns by paying additional fee wherever applicable and submitted necessary disclosures to NSE and paid the fine imposed in this regard.

INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Act, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company''s IFC system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOPs) and audit and compliance by internal audit checks from M/s. K E K AND ASSOCIATES LLP, Chartered Accountants, Chennai (FRN: S000082), as the Internal Auditors of the Company. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board. During the year, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.

COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION, AND REDRESSAL) RULES, 2013.

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

In adherence to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013, the Company has constituted an Internal Complaints Committee to look into the matters relating to sexual harassment at workplace.

There was no complaint received during the year and no complaint was pending at the beginning or end of the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company''s operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report as Annexure I.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure II to this Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the

Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Company''s policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://www. krishcastrapping.com/

STATEMENT 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

Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development Disclosures required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter-alia, the ratio of remuneration of Directors to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report as Annexure-III. A statement containing the particulars of the top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act, read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is an annexure forming part of this Report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. Any member interested in obtaining such information may address their email to [email protected].

PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As part of the expansion of the business of the company to overseas market, your company has incorporated a subsidiary viz Krishca Total Packaging Solutions FZCO on August 30, 2023 in UAE and a Wholly Owned Subsidiary Company viz., KRISHCA TOTAL PACKAGING & PRESERVATION SOLUTIONS PTE. LTD in Singapore on October 13, 2023. The said subsidiaries are yet to start its operations.

RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY

The Company does not have any Holding as on 31st March 2024. However the Company is having two subsidiary companies viz., Krishca Total Packaging Solutions FZCO &

Krishca Total Packaging & Preservation Solutions Pte. Ltd and the Managing / Whole Time Director has not received any remuneration from the said subsidiaries during the year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March, 2024.

CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (NSE-emerge) of NSE. Accordingly, the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of the Board as at March 31,2024, company''s Board consists of 08 members. Besides the Chairman, who is an Executive Promoter Director, the Board comprises of one Executive Promoter Director (Woman Executive Director), one Executive Director and Two Non-Executive Non-Independent Directors and three Non-Executive Independent Directors. Brief profile of Directors is available at Company''s website at https://Krishcastrapping.com. The composition of the consists of a combination of Executive and Non-Executive Directors and not less than 1/3rd of the Board comprising of Independent Directors.

Directors Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Achaya Kumarasamy (DIN:08308421) and Mr. Lenin Krishnamoorthy Balamanikandan (DIN: 07941696) Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors of the

Company at its meeting held on 31/01/2024 have appointed Mr. Jagajyoti Naskar (DIN:09541125), as Additional Director of the Company w.e.f.01/03/2024. Subsequently, in the meeting held on 27th May 2024, the Board recommended his appointment as a Director in the Company for approval by shareholders of the Company at the ensuing general

S NO	DIRECTOR	SALARY & PERQUISITES	OTHER BENEFITS	SITTING FEES	TOTAL
1	Mr. Lenin Krishnamoorthy Balamanikandan	30,00,000		NA	30,00,000
2	Mrs. Navaneethakrishnan Saraladevi	12,00,000		NA	12,00,000
3	Mr. Terli Venkata Shivaji	22,80,600		NA	22,80,600
4	Mr. Achaya Kumarasamy	NA		20,000	20,000
5	Mr. Rajinikanth	NA		2,00,000	2,00,000
6	Mr. Vengarai Seshadri Sowrirajan	NA		2,40,000	2,40,000
7	Dr. Tom Antony	NA		2,40,000	2,40,000
8	Mr. Jagajyoti Naskar	NA		NA	-
9	Mrs. Saravanakumar Ramya	NA		NA	-

meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment.

The following are the changes in the Board of Directors/ KMPs of the Company during the year under review:

Name	DIN/PAN	Particulars	Effective Date/period of Appointment
Mrs. Saravanakumar Ramya	8114077	Resigned as Director	24-04-2023
Mr. Jagajyoti Naskar	9541125	Appointed as Additional Director	01.03.2024

NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS

During the Financial Year 2023-24, the Company held 12 (Twelve) meetings of the Board of Directors as per Section 173 of Companies Act, 2013, viz 24th April 2023, 5th May, 2023, 15th May, 2023, 22nd May, 2023, 24th May, 2023, 8th June, 2023, 3rd July, 2023, 10th August, 2023, 4th September, 2023, 29th September, 2013, 3rd November, 2023 and 31st January, 2024. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

The composition of the board and the details of meetings attended by its members are given below:

S NO	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Lenin Krishnamoorthy Balamanikandan	Chairman & Managing Director	12	12
2	Mrs. Navaneethakrishnan Saraladevi	Whole Time Director	12	11
3	Mr. Terli Venkata Shivaji	Whole Time Director	12	12
4	Mr. Achaya Kumarasamy	Non-Executive Non Independent Director	12	12
5	Mr. Rajinikanth	Independent Director	12	12
6	Mr. Vengarai Seshadri Sowrirajan	Independent Director	12	12
7	Dr. Tom Antony	Independent Director	12	12
8	Mr. Jagajyoti Naskar*	Non-Executive Non Independent Director	00	00
9	Mrs. Saravanakumar Ramya**	Non-Executive Non Independent Director*	01	01

The Company did not have any pecuniary relationship or transactions with the Non-Executive Directors of the Company other than payment of the sitting fees for attending meetings and commission as specified above. During FY 2023-24, the Company did not advance any loan to any of its Directors. Further, no loans and advances in the nature of loans to firms/ companies in which directors are interested was given by the Company and its subsidiaries.

The Non-Executive Directors including Independent Directors are entitled for sitting fees for attending meetings of the board/ committees thereof. The Company pays sitting fees of Rs.20,000/- per meeting to its Non-Executive Independent Directors for attending the meetings of Board and Committees.

Remuneration of the executive directors consists of a salary and other benefits. The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their approval.

* Mr. Jagajyoti Naskar Appointed as Additional Director w.e.f 01.03.2024.

**Mrs. Saravanakumar Ramya, Resigned as Director w.e.f. 24.04.2023.

REMUNERATION PAID TO DIRECTORS DETAILS OF REMUNERATION PAID/TO BE PAID TO DIRECTORS DURING FY 2023-24 IS AS UNDER:

COMMITTEES OF THE BOARD

As on March 31, 2024, the company has five Board level committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Risk Management Committee

D) Stakeholders Relationship Committee

E) Corporate Social Responsibility Committee

The composition of various Committees of the Board of Directors is available on the website of the Company.

The composition of the Committee and the details of meetings attended by its members are given below:
S NO	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Dr. Tom Antony	Chairman	01	01
2	Mr. V S Sowrirajan	Member	01	01
3	Mr. Rajinikanth E S	Member	01	01

The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.

AUDIT COMMITTEE

During the Financial Year 2023-24, the Company held 03 (Three) Audit Committee meetings, viz 8th June 2023, 3rd November 2023 and 31st January 2024.

The composition of the Committee as on March 31, 2024 and the details of meetings attended by its members during the financial year 2023-24 are given below:

S NO	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr.Rajinikanth E	Chairman	03	03
2	Dr. Tom Antony	Member	03	03
3	Mr.V.S.Sowrirajan	Member	03	03

All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. NOMINATION AND REMUNERATION COMMITTEE

During the Financial Year 2023-24, the Company held 1 (One) Nomination and Remuneration Committee meeting on 30/01/2024.

The composition of the Committee and the details of meetings attended by its members are given below:

S NO	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Dr. Tom Antony	Chairman	01	01
2	Mr. V S Sowrirajan	Member	01	01
3	Mr. Rajinikanth E S	Member	01	01

The Nomination and Remuneration Committee of the Board of Directors recommends the nomination of Directors, carries out evaluation of performance of individual Directors, recommends remuneration policy for Directors and Key Managerial Personnel

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

During the Financial Year 2023-24, the Company held 1 (One) Stakeholders'' Relationship Committee meeting on 28/01/2024.

The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations which includes specifically to look into various aspects of interests of shareholders, debentures holders and other security holders.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the Financial Year 2023-24, the Company held 1 (One) Corporate Social Responsibility Committee meetings, viz 30/01/2024.

The composition of the Committee and the details of meetings attended by its members are given below:

S NO	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Rajinikanth E S	Chairman	01	01
2	Mr. V S Sowrirajan	Member	01	01
3	Dr. Tom Antony	Member	01	01

The terms of reference of the CSR Committee includes formulation and recommendation to the Board, a "Corporate Social Responsibility Policy" which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board;

RISK MANAGEMENT COMMITTEE (RMC)

During the Financial Year 2023-24, the Company held 1 (One) Risk Management Committee meetings, viz 28/03/2024. The composition of the Committee and the details of meeting attended by its members are given below:

S NO	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Dr. Tom Antony	Chairman	01	01
2	Mr. Rajinikanth E S	Member	01	01
3	Mr. V S Sowrirajan	Member	01	01

The terms of reference of the RMC include review and assessment of the risk management system and policy of

i) Performance of Non-Independent Directors and the Board of Directors as a whole;

ii) Performance of the Chairman of the Company taking into consideration the views of Executive and NonExecutive Directors;

iii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties

All the Independent Directors were present at the meeting.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees and business associates to report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit committee. The whistle blower policy can be accessed at https://www. krishcastrapping.com

POLICIES OF THE COMPANY

The Company is committed to a good corporate governance and has consistently maintained its organizational

the Company from time to time and recommend for amendment or modification thereof

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company''s procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www. krishcastrapping.com

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://www.krishcastrapping.com

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on March 28, 2024 without the presence of Non-Independent Directors and members of Management. In accordance with the Listing Regulations, read with Section 149 (8) and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting: culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://www.krishcastrapping. com.

REGISTRAR AND TRANSFER AGENT (RTA)

During the year as part of listing, the Company appointed Purva Share Registry (India) Private Limited as its RTA. As required under Regulation 7(3) of the Listing Regulations, the Company files, on annual basis, certificate issued by RTA and compliance officer of the Company certifying that all activities in relation to share transfer facility are maintained by RTA registered with SEBI. Details of the RTA are given below

Purva Share Registry (India) Private Limited CIN: U67120MH1993PTC074079 No 9, Shiv Shakti Industrial Estate Mumbai - 400011, Maharashtra, India

LISTING

At present, the equity shares of the Company are listed at the EMERGE Platform on NSE under Stock Code-KRISHCA

ISIN: INE0NR701018

POSTAL BALLOT

During the year under review, no resolution was passed through postal ballot.

SCORES

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.

RECONCILIATION OF SHARE CAPITAL AUDIT

Practicing Company Secretary carries out the Reconciliation of Share Capital Audit as mandated by SEBI, and reports

on the reconciliation of total issued and listed Capital with that of total share capital admitted / held in dematerialized form with NSDL and CDSL and those held in physical form. This audit is carried out on quarterly basis and the report thereof is submitted to the Stock Exchanges, where the Company''s shares are listed.

CREDIT RATING

There were no instances during the year which requires the company to obtain credit rating from any credit rating agencies.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon

During the Financial Year under review, there has been no incident of one time settlement for loan taken from the banks of financial institutions and hence not being commented upon.

GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 7th Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Company''s website at https:// krishcastrapping.com

WEBSITE

The Company''s website https://www.krishcastrapping.com contains a separate section ''Investors'' for use of investors.

CODE FOR PREVENTION OF INSIDER-TRADING

In accordance with SEBI (Prohibition of Insider Trading)

Regulations, 2015, the Company has in place the following:-

a) Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

b) Policy for determination of "legitimate purposes" forms part of this Code.

c) Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention of Insider Trading are being managed through a software installed by the Company in-house. This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company https://www.krishcastrapping.com. All Board members and senior management personnel affirm compliance with the Code of Conduct annually. A declaration signed by the Managing Director and Chief Executive Officer (CEO) to this effect is annexed as Annexure VI to this report.

INVESTOR GRIEVANCE REDRESSAL

During the financial year 2023-24, there were no complaints received from the investors. The designated email id for Investor complaint is [email protected].

BUSINESS LOCATIONS

As on March 31,2024, the company has its place of business (Factory Unit) in the following location; THIRUVALLUR, TAMILNADU Building 1B, LOGOS Mappedu Logistics Park, Satharai Village, Thiruvallur-631203, Tamilnadu, India.

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCEMs. Diya Venkatesan, Company Secretary & Compliance Officer

Registered Office: Building 01B, Logos Mappedu Logistics Park, Satharai Village, Thiruvallur Taluk,

Thiruvallur, Thiruvallur, Tamil Nadu, India, 631203 Contact No. 91 90945 75275, email: [email protected]

SCORES

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.

RECONCILIATION OF SHARE CAPITAL AUDIT

Pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 [erstwhile : vide SEBI circular No. D&CC /FIT TC/CIR-16/2002 dated December 31, 2002 read with Securities and Exchange Board of India (Depositories Participants) Regulations, 1996], a Company Secretary in Practice carries out audit of Reconciliation of Share Capital on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The said report, duly signed by practicing company secretary is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.

During the Financial Year under review, there has been no incident of one time settlement for loan taken from the banks of financial institutions and hence not being commented upon.

GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 8th Annual General Meeting of the Company along with a copy of the Annual

Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Company''s website at https://www.krishcastrapping.com.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the government and regulatory authorities, stock exchange, financial institutions, banks, business associates, customers, vendors, members, for their co-operation and support and looks forward to their continued support in future. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

Mar 31, 2023

Board''s Report

Dear Members,

The Board of Directors have pleasure in presenting the 06^th Annual Report of the Company along with audited financial statements
for the financial year ended March 31,2023.

1. FINANCIAL RESULTS

The Company''s financial (Standalone) performance for the year ended March 31,2023 is summarised below:

Particulars	2022-23	2021-22
Revenue From Operations	7230.43	1861.12
Other Income	10.96	10.59
Net Income	7241.39	1871.71
Profit before tax & Exceptional/Extraordinary Items	1175.72	171.72
Profit Before Tax	1175.72	171.72
Less:Tax Expenses
-Current Tax	299.92	4.95
-Deferred Tax Liabilities/(Assets)	(58.45)	16.22
Profit After Tax	934.26	150.55

2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:

During the year, the total income of has increased to
D7241.39 Lakhs as against D1871.71 Lakhs of the previous
year. The profit after tax for the financial year 2022-23 has
increased to D934.26 Lakhs as against D150.55 Lakhs in the
previous financial year.

In spite of challenging business environment and
unprecedented inflationary pressures coupled with supply
chain constraints, the Company has registered robust
growth during the year. Revenue from operations jumped
by 288.50 %, EBITDA increased by 584.67% and Net Profit
scaled by 520.55%. Adding more clients to the clientele list
helped in increasing the sales volumes substantially.

The company has recently ventured into international
business as part of balancing the geographic presence in
the future which will reduce the risk of higher concentration
of business from a particular country or region.

The Company has also identified promising areas which
have the potential to scale up the revenue which includes
the business opportunities from Government contracts.

The Company successfully completed its maiden IPO, which
received an overwhelming response from the investors.
This achievement demonstrates success and credibility of
our business model and strategies.

A more detailed explanation on the business and the
performance of the Company has been provided in the
Management Discussion and Analysis Report, which is
forming part of the Annual Report as Annexure- I.

3. DIVIDEND:

The Company is in the growth phase and expanding
business activities. Thus, to fund the expansion projects,
acquisition and to augment working capital requirements,
your directors do not recommend any dividend for the
financial year ended March 31,2023.

To bring transparency in the matter of declaration of
dividend and protect the interests of investors, the
company had adopted a Dividend Policy since listing of its
shares. The policy has been displayed on the Company''s
website at link https://Krishcastrapping.com

In the absence of any declaration of dividend in the past, the
Company does not have any unpaid/unclaimed dividend
coming under the purview of Section 124(5) of the Act to
be transferred to Investors Education and Protection Fund
("IEPF") of the Central Government.

4. TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves
during the year under review.

5. MATERIAL CHANGES AND COMMITMENT IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year of the
Company to which the financial statements relate and the
date of this report, which forms part of this report.

6. CHANGE IN STATUS OF THE COMPANY

The Company was converted into a Public Limited
Company pursuant to approval of the Shareholders at
an Extraordinary General Meeting held on December 12,
2022 and consequently, the name of our Company was
changed to "Krishca Strapping Solutions Limited"'' and
a Fresh Certificate of Incorporation consequent upon
conversion from Private Company to Public Company
was issued by Registrar of Companies, Chennai dated
December 29, 2022 with Corporate Identification Number
U74999TN2017PLC119939.

7. CHANGE IN THE NATURE BUSINESS

There has been no change in the nature of business of the
Company in the Financial Year under review.

8. CHANGE IN CAPITAL STRUCTURE

During the year, the Authorised Share Capital of the
company has been increased from Rs. 5 (Five) Crores divided
into 50,00,000 equity shares of Rs.10 each to Rs. 10 (Ten)
Crores divided into 1,00,00,000 equity shares of Rs.10 each.
The Authorised Share Capital has further increases to Rs.
10 (Ten) Crores divided into 1,00,00,000 equity shares of
Rs.10 each to Rs. 15 (Fifteen) Crores divided into 1,50,00,000

equity shares of Rs.10 each. Consequential amendments
were made in the Memorandum and Articles of Association
of the Company.

During the year, the issued, subscribed & paid up Equity
Share Capital has increased from Rs. 5,00,00,000 (Five Crore)
divided into 50,00,000 equity shares of Rs.10 each to Rs.
8,75,00,000 (Eight Crore Seventy Five Lakhs) divided into
87,50,000 (Eighty Seven Lakhs fifty Thousand) Equity Shares
of Rs.10/-each as on 31st March,2023.

9. ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT
ESOP AND SWEAT EQUITY SHARE:

a. BUY BACK OF SECURITIES: The Company has not
bought back any of its securities during the year under
review.

b. SWEAT EQUITY: The Company has not issued any
Sweat Equity Shares during the year under review.

c. BONUS SHARES: During the year, the Company has
issued bonus shares to its shareholders , in the ratio
of 3 : 4, i.e., Three (03) shares of Rs.10/- for every Four
(04) existing equity shares by capitalizing a sum of
Rs.3,75,00,000/- (Rupees Three Crores Seventy Five
Lakhs only) out of Rs.4,00,00,000/- (Rupees Four
Croress Only) standing to the credit of free reserves
as on February 15, 2023 by issuing 37,50,000 equity
shares of Rs.10/- each as fully paid-up to the eligible
shareholders..

d. EMPLOYEES STOCK OPTION PLAN: The Company
has not provided any Stock Option Scheme to the
employees.

e. INITIAL PUBLIC OFFER (âIPO"): After the closing
of the financial year, your Company has issued a
Prospectus dated 22nd May, 2023 as part of raising
capital from the public through an IPO. The offer to
the public consisted of fresh issue of shares to the tune
of 33,20,000 Equity Shares of face value of Rs. 10/- each.
The Company raised Rs. 17,928 Lakhs through IPO
wherein 33,20,000 Equity Shares of face value of
Rs. 10/- each, issued at a price of Rs. 54/- per share
(including a share premium of Rs. 44/- per equity share
was offered to the public for subscription. The issue

witnessed unprecedented demand from the public
where the IPO was oversubscribed by 384.29 times.
Post allotment of shares issued through IPO, the paid
up share capital of the Company has been increased
from Rs.8,75,00,000/- consisting of 87,50,000 Equity
Shares to Rs.12,07,00,000/- consisting of 1,20,70,000
Equity Shares May 02, 2023. The equity shares got
listed on May 26, 2023 on the SME Platform of National
Stock Exchange of India Limited viz., NSE EMERGE.

f. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL
RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE:-

The Company has not issued any equity shares with
differential rights as to dividend, voting or otherwise.

g. ISSUE OF SHARES (INCLUDING SWEAT EQUITY
SHARES) TO EMPLOYEES OF THE COMPANY UNDER
ANY SCHEME: The Company has not issued any shares
(including sweat equity shares) to employees of the
Company under any scheme.

10. UTILIZATION OF FUNDS RAISED THROUGH PUBLIC
ISSUE

The Company had raised funds through Initial Public
Offer (IPO) during May 2023 where the equity shares are
listed on EMERGE Platform of National Stock Exchange of
India Ltd. The proceeds of aforesaid issue is being utilized,
for the purpose for which it was raised by the Company
in accordance with the terms of the issue. As on date of
this report there was no deviation(s) or variation(s) in the
utilization of public issue proceeds from the objects as
stated in the prospectus dated May 22, 2023

11. PUBLIC DEPOSITS

The Company has not accepted any deposits from public
falling within the ambit of section 73 and Section 76 of the
Act, read with the Companies (Acceptance of Deposits)
Rules, 2014. Hence, no disclosure is required under Rule
8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

12. BORROWINGS

As on March 31, 2023, an amount of D1209.33 Lakhs was
outstanding towards borrowings, which comprises of both
secured and unsecured loans.

13. SECRETARIAL STANDARDS

The Company is in compliance with the applicable
Secretarial Standards i.e. SS-1 and SS-2, relating to
''Meetings of the Board of Directors'' and ''General Meetings'',
respectively issued by the Institute of Company Secretaries
of India (''ICSI'') and approved by the Central Government
under Section 118 (10) of the Act for the Financial Year
ended 2022-23.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013,
with respect to Directors'' Responsibility Statement it is
hereby confirmed that:

a) in the preparation of the annual accounts for the year
ended March 31, 2023, the applicable accounting
standards read with requirements set out under
Schedule III to the Act have been followed and there
are no material departures from the same;

b) the Directors have selected such accounting policies
and applied them consistently and made judgements
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 March 31,2023 and of the profit of the
Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a
going concern basis;

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

f) 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.

15. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED
UNDER SECTION 186 OF THE ACT

The Company has not given any Loans, made any
Investments, given any Guarantees and provided any
Securities during the Financial Year under Section 186 of
the Act.

16. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES UNDER SECTION 188(1) OF THE ACT

resolution. Further, during the year, the Company had
not entered into any contract or arrangement with
related parties which could be considered ''material'' (i.e.
transactions entered into individually or taken together
with previous transactions during the financial year,
exceeding rupees one thousand crore or ten percent of
the annual consolidated turnover as per the last audited
financial statements of the Company, whichever is lower)
according to the policy of the Company on materiality of
Related Party Transactions.

The Company had not entered into any contract /
arrangement /transaction with related parties which is
required to be reported in Form No. AOC-2 in terms of
Section 134(3)(h) read with Section 188 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014, hence
the disclosure under Form AOC-2 is not applicable to the
Company.

You may refer to Related Party transactions in Note No. 22 of
the Standalone Financial Statements for more details.

17. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section
134(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 as amended
from time to time, the Annual Return of the Company as on
31^st March, 2023 is available on the Company''s website and
can be accessed at https://Krishcastrapping.com

18. BOARD OF DIRECTORS

Composition of the Board as at March 31,2023, company''s
Board consists of 08 members. Besides the Chairman, who
is an Executive Promoter Director, the Board comprises
of one Executive Promoter Director (Woman Executive
Director), one Executive Director and Two Non-Executive
Non-Independent Directors and three Non-Executive
Independent Directors. Brief profile of Directors is available
at Company''s website at https://Krishcastrapping.com.
The composition of the consists of a combination of
Executive and Non-Executive Directors and not less than
1/3rd of the Board comprising of Independent Directors.

19. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF
DIRECTORS

During the Financial Year 2022-23, the Company held 18
(Eighteen) board meetings of the Board of Directors as
per Section 173 of Companies Act, 2013, viz 30th April,
2022, 20th June, 2022, 21st July, 2022, 01st August, 2022,
19th September, 2022, 20th September, 2022,
07th October, 2022, 14th October, 2022, 22nd November,
2022, 30th November, 2022, 06th December, 2022,
09th December, 2022, 31st December, 2022 (two meetings),
16th February, 2023, 20th February, 2023, 27th February,
2023 and 03rd March 2023., The provisions of Companies
Act, 2013 were adhered to while considering the time gap
between two meetings.

The composition of the board and the details of meetings attended by its members are given below:

S NO	DIRECTOR	DESIGNATION	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Lenin Krishnamoorthy Balamanikandan	Chairman & Managing Director	18	18
2*	Mrs. Saravanakumar Ramya	Non-Executive Director	18	18
3	Mr. Achaya Kumarasamy	Non-Executive Director	6	6
4	Mr. Terli Venkata Shivaji	Whole Time Director	16	16
5	Mrs. Navaneethakrishnan Saraladevi	Non-Executive Non Independent Director	6	6
6	Mr. Rajinikanth	Independent Director	6	6
7	Mr. Tom Antony	Independent Director	6	6
8	Mr. Vengarai Seshadri Sowrirajan	Independent Director	6	6

Detailed agenda with explanatory notes and all other
related information is circulated to the members of the
Board in advance of each meeting. Detailed presentations
are made to the Board covering all major functions and
activities. The requisite strategic and material information is
made available to the Board to ensure transparent decision
making by the Board

loans and advances in the nature of loans to firms/companies in which directors are interested was given by the Company and
its subsidiaries.

The Non-Executive Directors including Independent Directors are entitled for sitting fees for attending meetings of the board/
committees thereof. The Company pays sitting fees of Rs.20,000/- per meeting to its Non-Executive Independent Directors
and Non-executive directors who are not forming part of promoter/promoter group for attending the meetings of Board and
Committees.

Remuneration of the executive directors consists of a salary and other benefits. The Nomination and Remuneration Committee
makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation, and
recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their
approval.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company,
Mr. Terli Venkata Shivaji (DIN: 7159540) and Ms. Ms.Navneethakrishnan Saraladevi (DIN: 07941812), Directors of the Company,
retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination
and Remuneration Committee, has recommended their re-appointment. Details of the Directors retiring by rotation and seeking
re-appointment have been furnished in the explanatory statement to the notice of the ensuing AGM.

The following are the changes in the Board of Directors/KMPs of the Company during the year under review:

Name	DIN/PAN	Particulars	Effective Date/ Appointment/ Resignation
Mr.Achaya Kumarasamy	8308421	Resigned	20/06/22
Mr.Terli Venkata Shivaji	7159540	Appointed as Additional/Whole- time Director	01/07/22
		Regularisation of the appointment	30/09/22
		Variation of Terms of Appointment	12/12/22
Mr.Lenin Krishnamoorthy Balamanikandan	7941696	Change of Designation as Chairman & Managing Director	01/10/22
		Re-appointed as Chairman & Managing Director	12/12/22
Ms.Navaneethakrishnan .Saraladevi	7941812	Appointed as Whole-Time Director and CFO	12/12/22
Mr. Rajinikanth	3552481	Appointed as Non-executive Independent Director	12/12/22
Mr. Tom Antony	1413738	Appointed as Non-executive Independent Director	12/12/22
Mr. Vengarai Seshadri Sowrirajan	434044	Appointed as Non-executive Independent Director	12/12/22
Mr.Achaya Kumarasamy	8308421	Appointed as Non-executive NonÂ¬ Independent Director	12/12/22
Ms.Diya Venkatesan	ANPPV6620F	Appointed as Company Secretary & Compliance Officer & KMP	06/01/23

The Board of Directors of the company are of the opinion that
all the Independent Directors of the company appointed /
re-appointed during the year possess impeccable integrity,
relevant expertise and experience required to best serve
the interests of the company

21. AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

During the year under review, pursuant to the provisions of
Section 139 of the Act and Rules made thereunder, M/s. L. U.
Krishnan & Co, Chartered Accountants, (FRN:001527S) were
appointed as Statutory Auditors of the Company for a term
of five consecutive years, to hold office from the conclusion
of the fifth (05th) AGM held on September 30, 2022 until the
conclusion of Tenth (10th) AGM of the Company to be held
in the calendar year 2027. The Auditors have also confirmed
that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI)
and hold a valid certificate issued by the Peer Review Board
of the ICAI.

M/s. L. U. Krishnan & Co, Chartered Accountants, have
submitted their Report on the Financial Statements of the
Company for the FY 2022-23, which forms part of the Annual
Report 2022- 23. There are no observations (including any
qualification, reservation, adverse remark or disclaimer) of
the Auditors in the Audit Reports issued by them which call
for any explanation/comment from the Board of Directors.

B. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit
as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 are not applicable to the company for
the period under review.

C. SECRETARIAL AUDITOR

For the financial year 2022-23, the company does not
come under the categories of companies which require
mandatory secretarial audit. Accordingly, no secretarial
audit report attached with this Report. However, for the
financial year 2023-24, as the company falls under the
categories of companies which need to undergo secretarial
audit, the Board has appointed M/s. Rabi Narayan &
Associates, Company Secretaries (unique Identification
No.S2000TN667800), as Secretarial Auditors of the Company
for the financial year 2023-24. They have confirmed that
they are eligible for the said appointment.

22. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an effective internal control
system to synchronise its business processes, operations,
financial reporting, fraud control, and compliance with

extant regulatory guidelines and compliance parameters.
The Company ensures that a standard and effective internal
control framework operates throughout the organisation,
providing assurance about the safekeeping of the assets
and the execution of transactions as per the authorisation
in compliance with the internal control policies of the
Company.

The internal control system is supplemented by extensive
internal audits, regular reviews by the management, and
guidelines that ensure the reliability of financial and all
other records. The management periodically reviews the
framework, efficacy, and operating effectiveness of the
Internal Financial Controls of the Company.

The Internal Audit reports are periodically reviewed by
the Audit Committee. The Company has, in material
respects, adequate internal financial control over financial
reporting, and such controls are operating effectively.
Internal Audits are carried out to review the adequacy of
the internal control systems and compliance with policies
and procedures. Internal Audit areas are planned based
on inherent risk assessment, risk score, and other factors
such as probability, impact, significance, and strength of
the control environment. Its adequacy was assessed, and
the operating effectiveness was also tested.

23. COMPLIANCE TO THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION,
AND REDRESSAL) ACT, 2013 READ WITH THE
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION, AND REDRESSAL) RULES,
2013.

The Company has zero tolerance for sexual harassment at
workplace and has a mechanism in place for prevention,
prohibition and redressal of sexual harassment at workplace
in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder. The Company is
committed to provide equal opportunities without regard
to their race, caste, sex, religion, color, nationality, disability,
etc. All employees are treated with dignity with a view to
maintain a work environment free of sexual harassment
whether physical, verbal or psychological. All employees
(permanent, contractual, temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. An Internal Complaints Committee
(ICC) has been set up to redress complaints received
regarding sexual harassment at workplace. During the year
under review, Company has not received any complaints

on sexual harassment and hence there are no complaints
pending as on the end of the Financial Year 2022-23 on
sexual harassment

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERNS STATUS AND COMPANY''S
OPERATIONS IN FUTURE

The Company has not received any significant or material
orders passed by any regulatory authority, court or tribunal
which shall impact the going concern status and Company''s
operations in future.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), is
presented in a separate section, forming part of the Annual
Report.

26. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors
of the Company have not reported any frauds to the Audit
Committee or to the Board of Directors under section
143(12) of the Act, including rules made there under.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

There was no obligation for the company to spent any
amount towards CSR during the financial year 2022-23 as
the criteria prescribed Section 135 of the Companies Act,
2013 in respect of mandatory CSR spent was not applicable
to the company. Accordingly, separate disclosure in terms
of Section 135 of the Companies Act, 2013 read with The
Companies (Corporate Social Responsibility Policy) Rules,
2014, Rule 9 of the Companies (Accounts) Rules 2014 and
Rule 9 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, has not been provided in the annual
report on Corporate Social Responsibility activities of the
Company. However, considering that during the financial
year 2022-23, the profit of the company has surpassed
the threshold of Rs.5 crores prescribed for mandatory CSR
expenditure, the company has formed a Corporate Social
Responsibility Committee ("CSR Committee") in compliance
with Section 135 of the Companies Act, 2013 read with the
Rules made thereunder to oversee the CSR activities and
adopted a CSR policy as part of implementing CSR activities
during the financial year 2023-24.

28. RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of the Companies
Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has constituted the Risk Management
Committee and laid down a framework to inform the Board
about the particulars of Risks Identification, Assessment
and Minimization Procedures. In the opinion of the Board,
there is no such risk, which may threaten the existence of
the Company.

During the year, such controls were tested and no material
discrepancy or weakness in the Company''s internal controls
over financial reporting was observed.

29. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information pertaining to conservation of energy,
technology absorption, Foreign exchange Earnings
and outgo as required under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 are provided in Annexure II to this
Report.

30. POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

The Board, based on the recommendation of the
Nomination and Remuneration Committee, has framed a
policy for the selection and appointment of Directors and
Senior Management Personnel and their remuneration.
The Company''s policy relating to the Directors appointment,
payment of remuneration and discharge of their duties
is available on the website of the Company at https://
Krishcastrapping.com.

31. PARTICULARS OF EMPLOYEES

Employee relations continued to be cordial during the year
under review. The Company continued its thrust on Human
Resources Development

Disclosures required under the provisions of Section
197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, containing, inter-alia, the ratio
of remuneration of Directors to median remuneration
of employees, percentage increase in the median
remuneration, are annexed to this Report as Annexure-III.

A statement containing the particulars of the top ten
employees and the employees drawing remuneration in

excess of limits prescribed under Section 197(12) of the Act,
read with Rules 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
is an annexure forming part of this Report. In terms of
the proviso to Section 136(1) of the Act, the Report and
Accounts are being sent to the Members excluding the
aforesaid annexure. The said statement is kept open
for inspection during working hours at the Registered
Office of the Company. Any member who is interested in
obtaining these, may write to the Company Secretary at
the Registered Office of the Company.

32. PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE

Your Company does not have any Holding, Subsidiary,
Joint venture or Associate Company as on March 31,
2023. During the Financial Year under review, there are no
companies which has become or ceased to be Subsidiary,
Joint Venture/ Associate Companies.

However, as part of the expansion of the business of
the company to overseas market, your company has
incorporated a subsidiary viz Krishca Total Packaging
Solutions FZCO on August 30, 2023 in UAE. The Company
is yet to start its operations.

33. RECEIPT OF REMUNERATION OR COMMISSION BY
THE MANAGING / WHOLE TIME DIRECTOR FROM ITS
HOLDING OR SUBSIDIARY COMPANY

The Company does not have any Holding or Subsidiaries
Company as on 31^st March 2023. Hence reporting under
this clause is not required to be provided

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR):

The Business Responsibility and Sustainability Report
pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is not
applicable to the Company for the financial year ended on
31^st March, 2023.

35. CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME
platform (NSE-emerge) of NSE Limited. Pursuant to
Regulation 15(2) SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 the compliance with
the Corporate Governance provision as specified in
Regulation 17 to 27 and clause (b) to (i) of sub regulations
(2) of regulation 46 and par as C, D and E of Schedule V
of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 shall not apply. The Company voluntarily

adopted various practices of governance conforming to
highest ethical and responsible standards of business and
is committed to focus on long term value creation for its
shareholders. The Corporate Governance practices followed
by the Company is included as part of this Report.

36. COMMITTEES OF THE BOARD

As on March 31, 2023, the company has five Board level
committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Risk Management Committee

The composition of various Committees of the Board
of Directors is available on the website of the Company.
The Board is responsible for constituting, assigning,
co-opting and fixing the terms of reference of various
committees. Details on the role and composition of these
committees, including the number of meetings held during
the financial year and the related attendance are provided
below.

A. AUDIT COMMITTEE

The Audit Committee was constituted at the Board meeting
held on December 31,2022 pursuant to Section 177 of the
Companies Act, 2013. During the Financial Year 2022-23,
the Company held 01 (one) Audit Committee meeting on
December 31, 2022 .

The composition of the Committee as on March 31, 2023
and the details of meetings attended by its members
during the financial year 2022-23 are given below:

No. of No. of

S Designa-

Director Meeting Meeting

No tion

Entitled Attended

1 Mr.Rajinikanth E S Chairman 1 1

(DIN:03552481)

2 Tom Antony Member 1 1

(DIN:01413738)

3 V.S.Sowrirajan Member 1 1

(DIN:00434044)

All recommendations of Audit Committee during
the year under review were accepted by the Board of
Directors. The Company Secretary acted as the secretary
of the Committee. The role and terms of reference of the
Committee are in consonance with the requirements

mandated under Section 177 of the Companies Act, 2013
and Listing Regulations and is available on the website of
the Company at https://krishcastrapping.com

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was
constituted at a meeting of the Board of Directors held on
December 31,2022. During the Financial Year 2022-23, the
Company held 01 (One) Nomination and Remuneration
Committee meeting on December 31, 2022

The composition of the Committee and the details of
meetings attended by its members are given below:

The Company Secretary acted as the secretary of the
Committee. The role and terms of reference of the
Committee are in consonance with the requirements
mandated under Section 178 of the Companies Act, 2013
and Listing Regulations and is available on the website of
the Company at https://krishcastrapping.com.

D. RISK MANAGEMENT COMMITTEE

The Risk Management Committee has been formed by the
Board of Directors, at the meeting held on December 31,
2022. During the Financial Year 2022-23, the Company
held 01 (One) Risk Management Committee meetings, viz
December 31, 2022.

S No	Director	DesignaÂ¬ tion	No. of Meeting Entitled	No. of Meeting Attended
1	Tom Antony (DIN:01413738)	Chairman	1	1
2	Mr.Rajinikanth E S (DIN:03552481)	Member	1	1
3	V.S.Sowrirajan (DIN:00434044)	Member	1	1

The Company Secretary acted as the secretary of the
Committee. The role and terms of reference of the
Committee are in consonance with the requirements
mandated under Section 178 of the Companies Act, 2013
and Listing Regulations and is available on the website of
the Company at https://krishcastrapping.com.

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been
formed by the Board of Directors, at the meeting held on
December 31, 2022. During the Financial Year 2022-23,
the Company held 01 (One) Stakeholders'' Relationship
Committee meeting on December 31, 2022.

The composition of the Committee and the details of
meetings attended by its members are given below:

37. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet
the criteria of independence laid down under Section
149(6) read with Schedule IV of the Act and Regulation
16(1)(b) of the Listing Regulations and that they are not
aware of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgment and without any external influence.
The board of directors have taken on record the declaration
and confirmation submitted by the independent directors
after undertaking due assessment of the veracity of the
same and is of the opinion that they fulfil the conditions
specified in the Act and the Listing Regulations and that
they are independent of the management.

38. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Independent Directors have been updated with
their roles, rights and responsibilities in the Company
by specifying them in their appointment letter along

with necessary documents, reports and internal policies
to enable them to familiarise with the Company''s
procedures and practices. The Company endeavors,
through presentations at regular intervals to familiarize the
Independent Directors with the strategy, operations and
functioning of the Company.

The details of such familiarization programmes for
Independent Directors are posted on the website of the
Company and can be accessed at https://krishcastrapping.
com.

39. TERMS AND CONDITIONS OF APPOINTMENT OF
INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent
Directors have been disclosed on the website of the
Company https://krishcastrapping.com.

40. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on
March 24, 2023 without the presence of Non-Independent
Directors and members of Management. In accordance
with the provisions under Section 149 and Schedule-IV of
the Act, following matters were, inter alia, reviewed and
discussed in the meeting:

i) Performance of Non-Independent Directors and the
Board of Directors as a whole;

ii) Performance of the Chairman of the Company
taking into consideration the views of Executive and
Non-Executive Directors;

iii) Assessment of the quality, quantity and timeliness
of flow of information between the Company
Management and the Board that is necessary for the
Board to effectively and reasonably perform their
duties

All the Independent Directors were present at the meeting.

41. PERFORMANCE EVALUATION OF THE BOARD,
ITS COMMITTEES AND INDIVIDUAL DIRECTORS
INCLUDING INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the Listing
Regulations, the Board, in consultation with its Nomination
and Remuneration Committee, has formulated a framework
containing, inter-alia, the criteria for performance evaluation
of the entire Board of the Company, its Committees and
individual directors, including Independent Directors.
The framework is monitored, reviewed and updated
by the Board, in consultation with the Nomination and
Remuneration Committee, based on need and new
compliance requirements.

42. VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and
accordingly framed a Whistle Blower Policy in accordance
with the provisions of Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and Rule 7 of the Companies (Meeting of the Board
and its Power) Rules 2014. The policy enables directors,
employees and business associates to report unethical
behavior, malpractices, wrongful conduct, fraud, violation
of Company''s code of conduct, leak or suspected leak of
unpublished price sensitive information without fear of
reprisal for appropriate action. Under the vigil mechanism,
all directors, employees, business associates have direct
access to the Chairman of the Audit committee. The whistle
blower policy can be accessed at https://krishcastrapping.
com.

43. CODE FOR PREVENTION OF INSIDER-TRADING

Post listing of equity shares of the company, in accordance
with SEBI (Prohibition of Insider Trading) Regulations, 2015,
the Company has in place the following:-

a) Code of Conduct for Prevention of Insider Trading and
Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI).

b) Policy for determination of"legitimate purposes" forms
part of this Code.

c) Policy and procedures for inquiry in case of leak of
UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention
of Insider Trading which includes maintenance of structural
digital data base (SDD) are being managed through a
software installed by the Company in-house including
maintenance structural digital data base (SDD). This code
lays down guidelines advising the designated employees
and other connected persons, on procedures to be
followed and disclosures to be made by them while dealing
with the shares of the company, and while handling any
unpublished price sensitive information.

44. CODE OF CONDUCT

Commitment to ethical professional conduct is a must
for every employee including Board members and senior
management personnel of the company. The duties of
Directors including duties as an Independent Director as
laid down in the Act also forms part of the Code of Conduct.
The Code of Conduct is available on the website of the
Company https://krishcastrapping.com. All Board members
and senior management personnel affirm compliance with
the Code of Conduct annually.

45. POLICIES OF THE COMPANY

The Company is committed to a good corporate governance
and has consistently maintained its organizational
culture as a remarkable confluence of high standards of
professionalism and building shareholder equity with
principles of fairness, integrity and ethics. The Board of
Directors of the Company have from time to time framed
and approved various Policies as required by the Companies
Act, 2013 read with the Rules issued thereunder and the
Listing Regulations. These Policies and Codes are reviewed
by the Board and are updated, if required. The aforesaid
policies can be accessed at https://krishcastrapping.com.

46. REGISTRAR AND TRANSFER AGENT (RTA)

During the year as part of listing of its shares on the Stock
Exchange, the Company appointed Purva Share Registry
(India) Private Limited as its RTA. Details of the RTA are given
below

Purva Share Registry (India) Private Limited
CIN: U67120MH1993PTC074079
No 9, Shiv Shakti Industrial Estate
Mumbai - 400011, Maharashtra, India

47. LISTING

The equity shares of the Company are listed at the EMERGE
Platform on NSE under Stock Code- KRISHCA with effect
from May 26, 2023.

48. DEMATERIALISATION OF SHARES

During the year under review, the Company has entered into
tripartite agreements for dematerialization of equity shares
with the Purva Share Registry (I) Private Limited, National
Securities Depository Limited and Central Depository
Services (India) Limited. As on March 31, 2023, the shares
of the Company held in demat form represents 100% of the
total issued and paid-up capital of the Company.

The Company ISIN No. is INE0NR701018.

49. POSTAL BALLOT

During the year under review, no resolution was passed
through postal ballot.

50. SCORES

SEBI processes investor complaints in a centralized
web-based complaints redressal system i.e. SCORES. Through

this system a shareholder can lodge complaint against
a company for his grievance. The company uploads the
action taken on the complaint which can be viewed by the
shareholder. The company and shareholder can seek and
provide clarifications online through SEBI.

51. RECONCILIATION OF SHARE CAPITAL AUDIT

Post listing of company''s shares, pursuant to Regulation
76 of Securities and Exchange Board of India (Depositories
Participants) Regulations, 2018 [erstwhile SEBI circular No.
D&CC /FIT TC/CIR-16/2002 dated December 31,2002 read
with Securities and Exchange Board of India (Depositories
Participants) Regulations, 1996], a Company Secretary in
Practice carries out audit of Reconciliation of Share Capital
on quarterly basis to reconcile the total admitted equity
share capital with the National Securities Depository Limited
(NSDL) and the Central Depository Services (India) Limited
(CDSL) and the total issued and listed equity share capital.
The audit report confirms that the total issued/paid-up
capital is in agreement with the total number of shares
in physical form and the total number of dematerialized
shares held with NSDL and CDSL. The said report, duly
signed by practicing company secretary is submitted to
stock exchanges where the securities of the company are
listed within 30 days of the end of each quarter and this
Report is also placed before the Board of Directors of the
company

52. CREDIT RATING

There were no instances during the year which requires
the company to obtain credit rating from any credit rating
agencies.

53. DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

The Company has not made any application or no
proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 during the Financial Year and hence
not being commented upon.

54. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL

INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the Financial Year under review, there has been
no incident of one time settlement for loan taken from
the banks of financial institutions and hence not being
commented upon

55. GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative
and going beyond it to create new green initiations, an
electronic copy of the Notice of the 7^th Annual General
Meeting of the Company along with a copy of the Annual
Report is being sent to all Members whose email addresses
are registered with the Company/ Depository Participant(s)
and will is also available at the Company''s website at https://
krishcastrapping.com.

56. INVESTOR GRIEVANCE REDRESSAL

During the period since listing of shares of the company to
the date of this report, there were no complaints received
from the investors. The designated email id for Investor
complaint is [email protected].

57. COMPLIANCE OFFICER DETAILS AND ADDRESS FOR
CORRESPONDENCE

Ms. Diya Venkatesan,

Company Secretary & Compliance Officer

Registered office :Building 1B, LOGOS

Mappedu Logistics Park Satharai Village, Thiruvallur-631203,

Tamilnadu, India,

Contact No. 91 90945 75375;

E-mail: [email protected]

58. BUSINESS LOCATIONS

As on March 31,2023, the company has its place of business
(Factory Unit) in the following location;

THIRUVALLUR, Building 1B, LOGOS Mappedu

TAMILNADU Logistics Park, Satharai Village,

Thiruvallur-631203, Tamilnadu,
India,

59. ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere
appreciation for the assistance and co-operation received
from the government and regulatory authorities, stock
exchange, financial institutions, banks, business associates,
customers, vendors, members, for their co-operation and
support and looks forward to their continued support in
future. The Board of Directors wish to place on record its
deep sense of appreciation for the committed services by
all the employees of the Company.

For and on behalf of the Board
For KRISHCA STRAPPING SOLUTIONS LIMITED

Sd/-

LENIN KRISHNAMOORTHY
BALAMANIKANDAN

Chairman & Managing Director

DIN: 07941696

Date: 04/09/2023

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IFSC Code
Currency

Directors Report of Krishca Strapping Solutions Ltd

FINANCIAL RESULTS

STATE OF COMPANY''S AFFAIRS

BUSINESS OVERVIEW

CHANGE IN THE NATURE BUSINESS OF COMPANY

LISTING OF THE COMPANY

DIVIDEND

UNCLAIMED DIVIDEND

TRANSFER TO RESERVES

PAID-UP SHARE CAPITAL

A. COMPOSITION OF THE BOARD

AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS AND STATUTORY AUDITORSREPORT

B. COST AUDITOR, COST RECORDS AND COST AUDIT/COMPLIANCE

C. SECRETARIAL AUDITORS AND SECRETARIAL AUDITORSREPORT

D. INTERNAL AUDITOR

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORSOTHER THAN THOSE WHICH ARE REPORTABLE TO THECENTRAL GOVERNMENT

INTERNAL FINANCIAL CONTROL SYSTEM

A. AUDIT COMMITTEE

B. NOMINATION AND REMUNERATION COMMITTEE

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

E. RISK MANAGEMENT COMMITTEE

DECLARATION BY INDEPENDENT DIRECTORS

Purva Share Registry (India) Private Limited

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTSBINDING LISTED ENTITIES

GREEN INITIATIVES

INVESTOR GRIEVANCE REDRESSAL

COMPLIANCE OFFICER DETAILS AND ADDRESS FORCORRESPONDENCE

BUSINESS LOCATIONS

ACKNOWLEDGEMENT

For KRISHCA STRAPPING SOLUTIONS LIMITED

Sd/- Sd/-

JAGAJYOTI NASKAR LENIN KRISHNAMOORTHY BALAMANIKANDAN

1. FINANCIAL RESULTS

2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:

3. DIVIDEND:

4. TRANSFER TO RESERVES

6. CHANGE IN STATUS OF THE COMPANY

7. CHANGE IN THE NATURE BUSINESS

8. CHANGE IN CAPITAL STRUCTURE

9. ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUTESOP AND SWEAT EQUITY SHARE:

f. ISSUE OF EQUITY SHARES WITH DIFFERENTIALRIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE:-

10. UTILIZATION OF FUNDS RAISED THROUGH PUBLICISSUE

11. PUBLIC DEPOSITS

12. BORROWINGS

13. SECRETARIAL STANDARDS

14. DIRECTORS'' RESPONSIBILITY STATEMENT

16. CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES UNDER SECTION 188(1) OF THE ACT

17. ANNUAL RETURN

18. BOARD OF DIRECTORS

19. NUMBER OF BOARD MEETINGS AND ATTENDANCE OFDIRECTORS

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the changes in the Board of Directors/KMPs of the Company during the year under review:

21. AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

B. COST RECORDS AND COST AUDIT

C. SECRETARIAL AUDITOR

22. INTERNAL FINANCIAL CONTROL SYSTEM

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

28. RISK MANAGEMENT

30. POLICY ON DIRECTORS'' APPOINTMENT ANDREMUNERATION

31. PARTICULARS OF EMPLOYEES

32. PARTICULARS OF HOLDING, SUBSIDIARIES, JOINTVENTURES AND ASSOCIATE

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORT (BRSR):

35. CORPORATE GOVERNANCE

36. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

No. of No. of

B. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Committee and the details ofmeetings attended by its members are given below:

D. RISK MANAGEMENT COMMITTEE

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The composition of the Committee and the details ofmeetings attended by its members are given below:

37. DECLARATION BY INDEPENDENT DIRECTORS

38. FAMILIARIZATION PROGRAMME FOR INDEPENDENTDIRECTORS

39. TERMS AND CONDITIONS OF APPOINTMENT OFINDEPENDENT DIRECTORS

40. SEPARATE MEETING OF INDEPENDENT DIRECTORS

42. VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

A. STATUTORY AUDITORS AND STATUTORY AUDITORS
REPORT

B. COST AUDITOR, COST RECORDS AND COST AUDIT/
COMPLIANCE

C. SECRETARIAL AUDITORS AND SECRETARIAL AUDITORS
REPORT

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS
BINDING LISTED ENTITIES

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR
CORRESPONDENCE

9. ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT
ESOP AND SWEAT EQUITY SHARE:

f. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL
RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE:-

10. UTILIZATION OF FUNDS RAISED THROUGH PUBLIC
ISSUE

16. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES UNDER SECTION 188(1) OF THE ACT

19. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF
DIRECTORS

30. POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

32. PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR):

The composition of the Committee and the details of
meetings attended by its members are given below:

The composition of the Committee and the details of
meetings attended by its members are given below:

38. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

39. TERMS AND CONDITIONS OF APPOINTMENT OF
INDEPENDENT DIRECTORS

57. COMPLIANCE OFFICER DETAILS AND ADDRESS FOR
CORRESPONDENCE

LENIN KRISHNAMOORTHY
BALAMANIKANDAN