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You can view full text of the latest Director's Report for the company.

BSE: 533210ISIN: INE798K01010INDUSTRY: Edible Oils & Solvent Extraction

BSE   ` 78.55   Open: 78.48   Today's Range 78.48
79.65
-1.75 ( -2.23 %) Prev Close: 80.30 52 Week Range 63.71
137.00
Year End :2025-03 

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

FINANCIAL HIGHLIGHTS

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

PARTICULARS

Standalone

Consolidated

31.03.2025

31.03.2024

31.03.2025

31.03.2024

Revenue from Operations

73,433.68

68,436.32

73,433.68

68,436.32

Other Income

776.38

444.86

776.38

444.86

Total Revenue

74,210.06

68,881.18

74,210.06

68,881.18

Operating Expenses

68,631.15

62,214.51

68,631.15

5,578.91

62,214.51

6,666.67

EBITDA

5,578.91

6,666.67

Finance Cost

57.28

139.03

57.28

139.03

Depreciation

544.00

469.16

544.00

469.16

Profit/ (Loss) before Exceptional Items and Tax

4,977.63

6,058.48

4,977.63

6,058.48

Exceptional Items

0

0

0

0

Profit/ (Loss) before Tax

4,977.63

6,058.48

4,977.63

6,058.48

Tax Expenses

(a) Current and Earlier year Taxes

1,277.96

1,556.33

1,277.96

1,556.33

(b) Deferred Tax

(2.72)

(26.54)

(2.72)

(26.54)

Profit/(Loss) after Tax

3,702.38

4,528.69

3,702.38

4,528.69

Profit/(Loss) from discontinued operations

0

0.00

0

0.00

Tax expenses on discontinued operations

0

0.00

0

0.00

Share in Net Profit/(Loss) of Associate Company

-

-

(3.03)

-

Net Profit/ (Loss) for the period

3,702.38

4,528.69

3,699.35

4,528.69

OPERATIONAL PERFORMANCE

During the Financial Year ended on 31st March, 2025,
your Company achieved on a standalone basis an
operational turnover of H
73,433.68 Lakhs as compared
to H
68,436.32 Lakhs in the previous Financial Year, and
the Profit after Tax is H
3,702.38 Lakhs as compared
to Profit after Tax H
4,528.69 Lakhs in the previous
Financial Year.

On a Consolidated basis, your Company has achieved an
operational turnover of H
73,433.68 Lakhs as compared
to H
68,436.32 Lakhs in the previous Financial Year
and Profit After Tax of H
3,699.35 Lakhs as compared
to Profit after Tax of H
4,528.69 Lakhs in the previous
Financial Year.

DIVIDEND

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

2024-25 aggregating to H150.31 Lakhs (Previous
year @ 30% [H0.30 per equity shares of Re.1/- each
on 5,01,03,520 Equity Shares aggregating to H 150.31
Lakhs]) payable to those Shareholders whose names
appear in the Register of Members as on the Book
Closure/Record Date.

CHANGE IN CONTROL AND NATURE
OF BUSINESS

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

BUSINESS TRANSFER

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

TRANSFER TO RESERVES

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

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

SHARE CAPITAL & LISTING OF SHARES

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

DEPOSITS

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

S.

No.

Particulars

Amount

in

H

1.

Details of Deposits accepted during the
year

Nil

2.

Deposits remaining unpaid or unclaimed
at the end of the year

Nil

3.

Default in repayment of deposits
At the beginning of the year
Maximum during the year
At the end of the year

N.A.

4.

Deposits not in compliance with law

N.A.

6.

NCLT/ NCLAT orders w.r.t. depositors for
extension of time and penalty imposed

N.A.

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

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

DIRECTORS

Directors liable to retire by rotation seeking
re-appointment:

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

Managing and Whole-time Directors:

Following directors have been re-appointed at the 25th
Annual General Meeting held on 7th 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. 12th January,
2022 to 11th 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. 1st August, 2022 to 31st
July, 2027.

INDEPENDENT DIRECTORS -

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

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

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

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

During the period under review:

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

Mr. Hitendra Mehta (DIN 01935959) was appointed
as Additional director in category of the Independent
Director by the Board on 28th March, 2024 for a
term of 5(Five) consecutive years w.e.f. 1st 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. 3rd May, 2024. Since
Mr. Mehta has already resigned before the end of 3
months as well as the 28th 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. 3rd May,
2024 for a term 5(Five) consecutive years, and

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

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

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

KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

During the period under review, Mr. Nitin Chhariya, Chief
Financial Officer of the Company has resigned w.e.f., 3rd
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. 3rd
August, 2024.

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

BOARD EVALUATION

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

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

During the year under review as per the policy for
the performance evaluation, formal evaluation of
performance of Directors including Independent

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

MEETINGS

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

NOMINATION & REMUNERATION POLICY

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

COMMITTEES OF THE BOARD

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

i) . Audit Committee

ii) . Nomination and Remuneration Committee

iii) . Stakeholders' Relationship Committee

iv) . Corporate Social Responsibility Committee

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

HOLDING, SUBSIDIARY AND ASSOCIATE
COMPANY

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

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

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

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

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

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

Report on performance of the Associate

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

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

RELATED PARTY TRANSACTIONS

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

Separate disclosure as per regulation 34(3) of SEBI
(LODR) Regulations, 2015 is made in the report. The
policy on Related Party Transactions duly approved
by the Board on the recommendation of the Audit
Committee has been posted on the Company's website
https://www.kritinutrients.com/.

Your Company has passed an Ordinary Resolution at 28th
AGM held on 18th June, 2024 under Regulation 23 of the
SEBI (LODR) Regulations, 2015 read with section 188 of

the Companies Act, 2013 for entering into transactions
for transfer of resources etc. with the related Parties.

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

CORPORATE SOCIAL RESPONSIBILITY

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

DISCLOSURE FOR PARTICULARS OF
EMPLOYEES

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

Name & Designation of Employee

Mr. Saurabh Singh Mehta
Whole-time Director

Mr. Shiv Singh Mehta
Chairman and Managing Director

Remuneration Received

H259.45 Lakhs

H186.25 Lakhs

Nature of employment

Contractual

Contractual

Qualification S Experience of the
Employee

B.E., MBA

B.E., MBA

Date of commencement of
employment

26/12/2009

04/09/2015

0)

CO

<

44 years

71 years

Past Employment Details

N.A.

N.A.

% of the Equity shares held by the

30,440 equity shares of Re. 1/- each

20,40,312 equity shares of Re. 1/-

Employee in the Company

(0.06%)

each (4.07%)

Name of Director or Manager of the

Mr. Shiv Singh Mehta (Father) and

Mrs. Purnima Mehta (Spouse) and Mr.

Company, relative of such Employee

Mrs. Purnima Mehta (Mother)

Saurabh Singh Mehta (Son)

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

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

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

PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

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

CORPORATE GOVERNANCE

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

RISK MANAGEMENT

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

VIGIL MECHANISM / WHISTLE BLOWER
POLICY

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

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) that in the preparation of the annual financial
statements for the year ended 31st 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 31st March, 2025 and of the
profit of the Company for that period;

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

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

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

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

INTERNAL CONTROL AND THEIR ADEQUACY

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

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

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

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

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

ANNUAL RETURN

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

AUDITORS AND THEIR REPORT

The shareholders at their 25th Annual General
Meeting (AGM) held on 7th August, 2021 upon the
recommendation of Audit Committee and Board of
directors of the company had appointed of M/s M Mehta
S Co, Chartered Accountants (FRN: 000957C), Indore
as Statutory Auditors to hold office for a term of 5 (five)
consecutive years from the conclusion of 25th AGM till
the conclusion of 30th AGM to be held in the year 2026
on such remuneration as may be mutually decided by
the Auditors and Board of Directors of the company as
per the provisions of section 139 of the Companies Act,
2013. As required under Regulation 33(d) of the SEBI
(LODR) Regulation, 2015, the auditor has confirmed that
they hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of India.

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

COST AUDITOR

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

The Board on the recommendation of the Audit
Committee, at its meeting held on 22nd May, 2025 has

appointed M/s Dhananjay V. Joshi & Associates, Cost
Accountants (FRN: 000030)
as the Cost Auditors to
conduct the Audit of the Cost Accounting records for
the financial year 2025-26. As required under section
148(3) of the Companies Act, 2013 read with Rule 14
of the Companies (Audit and Auditors) Rules, 2014,
the remuneration payable to the Cost Auditors is to
be ratified by the shareholders. Therefore, the Board
of Directors recommend the remuneration payable to
M/s Dhananjay V. Joshi & Associates, Cost Auditors for
the financial year 2025-26 for the ratification by the
Members in the ensuing 29thAnnual General Meeting.

SECRETARIAL AUDITOR

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

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

Further, the Board of directors of the Company on
the recommendation of the Audit Committee, at its
meeting held on 22nd 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 29th AGM till the conclusion of
the 34th AGM to be held in the calendar year 2030.

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

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

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

INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

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

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

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

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

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

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

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

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

Total Complaints

New complaints

Complaints Disposed

Total Complaints

Total number of

outstanding as of

received during the

during the year

outstanding as of

Complaints pending

01/04/2024

year 2024-25

2024-25

31/03/2025

for more than 90
days

0

0

0

0

0

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

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

GENERAL

Your Directors state that during the year under review:

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

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

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

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

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

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

g) The company has not filed any application or there
is no application or proceeding pending against the

company under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year under review;

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

Date: 22nd May, 2025 Shiv Singh Mehta

Place: Indore Chairman and Managing Director

(DIN: 00023523)