Kriti Nutrients Ltd

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

The summarized financial highlights for the year vis-a-vis the previous year are as follows: H ( in Lakhs)

During the Financial Year ended on 31^st March, 2025, your Company achieved on a standalone basis an operational turnover of H73,433.68 Lakhs as compared to H68,436.32 Lakhs in the previous Financial Year, and the Profit after Tax isH3,702.38 Lakhs as compared to Profit after Tax H4,528.69 Lakhs in the previous Financial Year.

On a Consolidated basis, your Company has achieved an operational turnover of H73,433.68 Lakhs as compared to H68,436.32 Lakhs in the previous Financial Year and ProfitAfter Tax of H3,699.35 Lakhs as compared to Profit after Tax ofH4,528.69 Lakhs in the previous Financial Year.

Your directors were pleased to recommend a dividend

@ 30% (H0.30 per equity shares of Re.1/- each on 5,01,03,520 Equity Shares) for the Financial Year

2024-25 aggregating to Rs150.31 Lakhs (Previous year @ 30% [H0.30 per equity shares of Re.1/- each on 5,01,03,520 Equity Shares aggregating to H 150.31

Lakhs]) payable to those Shareholders whose names appear in the Register of Members as on the Book Closure/Record Date.

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

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

During the year, the Company has transferred Rs 400.00 Lakhs (Previous year Rs 500.00 Lakhs) to the

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

The paid-up Equity Share Capital as on 31^st March 2025 was Rs 501.03 Lakhs divided into 5,01,03,520 equity shares of Re. 1/- each. There is no change in Equity Share Capital of the Company during the year, the shares of the Company are listed and regularly traded at the trading platform of BSE Ltd. and National Stock Exchange of India Ltd.

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

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

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Shiv Singh Mehta (DIN: 00023523), Chairman and Managing Director of the Company as a director liable to retire by rotation and is eligible for re-appointment.

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

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

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

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations. The Board considered and formed an opinion that the independent directors meet the criteria of independence as required under the Companies Act, 2013 and the SEBI (LODR) Regulations

2015. All the Independent Directors have also registered with Independent Directors' Databank.

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

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

During the period under review:

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

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

• Mr. Ashutosh Khajuria (DIN: 05154975) and Mr. Dilip Roopsingh Gaur (DIN: 02071393) were appointed as additional directors in category of the non executive, independent director by the Board w.e.f. 3^rd May, 2024 for a term 5(Five) consecutive years, and were confirmed by the members in the 28^th Annual General Meeting held on 18^th June, 2024.

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

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

The following are the Key Managerial Personnel's (KMPs) of the Company during the period under review: i. Mr. Shiv Singh Mehta (DIN 00023523), Chairman and Managing Director,

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

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

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

v. Mr. Raj Kumar Bhawsar, Company Secretary and

Compliance Officer

During the period under review, Mr. Nitin Chhariya, Chief

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

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

The Board of Directors of the Company is committed to getting its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee (NRC) has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of the performance of Executive Directors is done by Independent Directors. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria and process for performance evaluation of the Non-Executive Directors and Executive Directors to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The appointment/reappointment/ continuation of Directors on the Board shall be based on the outcome of the evaluation process. During the year under review as per the policy for the performance evaluation, formal evaluation of performance of Directors including Independent

Directors, the Board and its Committees was made by the Independent Directors and the NRC in their respective meetings and the evaluation result was placed before the Board for its information and consideration.

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

Regulations, 2015.

The Company has a policy for selection and appointment of Directors, KMP's and Senior Management Personnel and for determination of their remuneration. The salient features of the Nomination & Remuneration Policy is stated in the Corporate Governance Report. The

Nomination & Remuneration Policy is duly approved by the Board has been posted on the Company's website https://www.kritinutrients.com/.

In accordance with the Companies Act, 2013 and SEBI

(LODR) Regulations, 2015 the Board has the following

Four (4) committees: i). Audit Committee ii). Nomination and Remuneration Committee iii). Stakeholders' Relationship Committee iv). Corporate Social Responsibility Committee

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

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

However, your company has investment in equity shares capital in Kriti Industries (India) Limited constitutes

3.32% and the company has concluded that it exercises significant influence over Kriti Industries (India) Limited for the reasons that (a) Both the companies are under the management of the same Managing Director, (b) Three promoter directors, being Non- Independent Directors and One Independent Director of the company, aggregating to four directors, are directors on the Board of Kriti Industries (India) Limited, out of total 6 (six) directors in all,

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

Therefore, in accordance with the principal of substance over legal form, Kriti Industries (India) Limited has been identified as an Associate as per requirement of Ind and its financial statements has been consolidated using the Equity Method to the extent of the shareholding. Report on performance of the Associate Pursuant to the provisions of Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, your company is attaching Form AOC-1 as "Annexure A" and forms part of this report. Your company is a subsidiary of Sakam Trading Private

Limited which holds about 61.72% of the total paid-up capital of the company.

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

Separate disclosure as per regulation 34(3) of SEBI

(LODR) Regulations, 2015 is made in the report. The policy on Related Party Transactions duly approved by the Board on the recommendation of the Audit Committee has been posted on the Company's website https://www.kritinutrients.com/.

Your Company has passed an Ordinary Resolution at 28^th AGM held on 18^th June, 2024 under Regulation 23 of the

SEBI (LODR) Regulations, 2015 read with section 188 of the Companies Act, 2013 for entering into transactions for transfer of resources etc. with the related Parties.

AS

Pursuant to SEBI Master Circular SEBI/HO/CFD/POD2/ CIR/P/0155 dated 11/11/2024, Your board is proposing to pass an Ordinary Resolution in the ensuing 29^th Annual General Meeting for material related party transaction related to transfer of resources with the Related Party.

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

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

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company is required to make disclosure in the form of a statement relating to employee drawing remuneration in excess of

H8.50 Lakhs p.m. or H102.00 Lakhs p.a. detailed as below:

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

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

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

The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the

SEBI (LODR) Regulations, 2015 along with the requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of the

Corporate Governance is appended and forms a part of this report alongwith the certificate of Disqualification of Directors received from Practicing Company Secretary as the Annexure 1 and 2 of the Corporate Governance Report.

The Company has a well-defined process to ensure the mitigation steps are put in place.risksareidentified

The Company's Risk Management process focuses on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on a continuing basis.

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for –A. adequate safeguards against victimization of persons who use the Vigil Mechanism; and

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

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

Pursuant to section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: a) that in the preparation of the annual financial statements for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that the Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 ^st March, 2025 and of the profit of the Company for that period; c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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

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

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

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

The Board has implemented systems to ensure compliance with all applicable laws. These systems were effective and operative. At every quarterly interval, the Managing Director and the Company Secretary place before the Board a certificate certifying compliance of by the shareholders. Therefore, laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all business unit and functional heads responsible for compliance of such applicable laws and regulations. During the Financial Year, no frauds were reported by auditors in terms of section 143(12) of the Companies Act, 2013.

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

The shareholders at their 25^th Annual General Meeting (AGM) held on 7^th August, 2021 upon the recommendation of Audit Committee and Board of directors of the company had appointed of M/s M Mehta

& Co, Chartered Accountants (FRN: 000957C), Indore as Statutory Auditors to hold office for a term of 5 (five) consecutive years from the conclusion of 25^th AGM till the conclusion of 30^th AGM to be held in the year 2026 on such remuneration as may be mutually decided by the Auditors and Board of Directors of the company as per the provisions of section 139 of the Companies Act, 2013. As required under Regulation 33(d) of the SEBI

(LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review

Board of the Institute of Chartered Accountants of India.

The Auditors Report and the Notes on financial statement for the year 2024-25 referred to in the Auditor's Report are self-explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

Your company is maintaining the cost records specified by the Central Government under section 148(1) of the Companies Act, 2013, is required to be maintained by the Company and accordingly such accounts and records are made and maintained. In pursuance of Section 148 of the Companies Act, 2013, your Directors appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (FRN: 000030) to conduct the Audit of the year 2024-25. CostAccounting records for the financial

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

M/s Dhananjay V. Joshi & Associates, Cost Auditors for the financial year 2025-26 for the ratification by the Members in the ensuing 29thAnnual General Meeting.

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

The SecretarialAuditReportforthefinancialyear ended 31^stMarch2025inFormMR-3isattachedas"AnnexureF" and forms part of this Report. The report of the

Secretarial Auditor does not contain any qualification, reservation or adverse remark, therefore, do not call for any comments.

Further, the Board of directors of the Company on the recommendation of the Audit Committee, at its meeting held on 22^nd May, 2025 has recommended the members to approve the appointment of M/s. Ajit Jain & Co., Company Secretaries (FRN: S1998MP023400) to conduct Secretarial Audit for the consecutive five years from the conclusion of the 29^th AGM till the conclusion of the 34^th AGM to be held in the calendar year 2030.

Mr. Ajit Jain, Proprietor of the Ajit Jain & Co., Company

Secretaries has consented to act as the Secretarial

Auditor of the Company andconfirmedthat his appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI

LODR Regulations. He has further confirmed that he is not disqualified to be appointed

Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI Listing Regulations.

No significant or material orders were passed by the

Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2017-18 is required to be transferred to IEPF within the due date as specified in the Notice of the AGM and shares of the respective shareholders on which no dividend is claimed for a consecutive 7 (Seven) years will also be transferred to IEPF Authority as per the requirement of the IEPF rules. The details related to dividend remains unpaid-unclaimed in the Company have been given in the Corporate Governance Report attached with the annual report of the Company. The details of the nodal officer appointed by the company under the provisions of IEPF is available on the Company's website at https://www.kritinutrients.com/

An amount of Rs2,52,932/- in respect of unpaid/ unclaimed dividend declared for the FY 2016-2017 was transferred to the Investor Education and Protection Fund Authority as well as 1,09,359 equity shares of face value of H1/- each, in respect of divided remained unpaid/unclaimed for a consecutive 7 (Seven) years in relation to dividend declared for FY 2016-2017, was also transferred and credited to the IEPF Authority by the Company during the year ended 31^st March, 2025. The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

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

The summary of complaints received and disposed during the financial year is as follows:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing 29^th AGM will be conducted through Video Conferencing/ OAVM and no physical meeting will be held and your company has made necessary arrangements with CDSL to provide facility for e-voting at AGM including remote e-voting. The details regarding e-voting facility is being given with the notice of the Meeting.

Your Directors state that during the year under review: a) The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme. b) Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary.

c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013. d) Your Company has not declared and approved any Corporate Action viz buy back of securities, issuance of bonus shares, right shares of issuance of securities on preferential basis, mergers and de-mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines. However, the company has declared and paid dividend during the period under review in compliance with the applicable laws of the

Companies Act, 2013; e) There were no revisions in the Financial Statement and Board's Report; f) There have been no material changes and commitments affecting the financial position of the Company which have occurred between financial year ended on 31^st March, 2025, to which the financial statements relate and the date of this report. g) The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code,

2016 (31 of 2016) during the year under review; h) There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review. i) There are no voting rights exercise by any employee of the Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

Your directors place on record, their sincere appreciation and gratitude for all the cooperation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Shareholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units and for their valuable contribution to the working of the Company.