The Board of Directors hereby submits the report of the business and operations of your Company (“the Company”) along with the audited financial statements, for the financial year ended March 31,2024.

01. FinancialHighlights:

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02. Company’s Performance

The revenue from operations during the year 2023-24 has increased to H 10,642.80 Lakhs as compared to H 6,365.33 Lakhs in the last financial year. The Profit before tax is H 1317.70 Lakhs for FY 2023-24 as compared to H 673.17 Lakhs in the last financial year. The company has made profit of H 978.96 Lakhs for FY 23-24 as compared to H 529.59 Lakhs in the last financial year.

03. Management Discussion & Analysis

A detailed review of the operations, performance and future outlooks of the Company and its businesses is given in the Management Discussion and Analysis Report which forms part of this Report as Annexure I.

04. Directors and Key Managerial Personnel

In accordance with the requirements of the Act and the Company’s Articles of Association, Mrs. Preyal Ankur Shah DIN

(06966962) retires by rotation and being eligible, offers herself for re-appointment. Relevant resolutions (Ordinary and Special, as applicable) seeking shareholders’ approval forms part of the Notice.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2024 are:

• Mr. Ankur Ashwin Shah - Managing Director

• Mr. Piyush Patel- Chief Financial Officer

• Ms. Charmy Shah- Company Secretary and Compliance Officer*

*Ms. Charmy Shah has resigned as Company Secretary of the Company w.e.f. 07.03.2024 and Ms. Gunjan Bhagtani was appointed as Company Secretary of the Company from 01.06.2024.

The List of Directors as on 31^st March, 2024 are as under:

In the opinion of the Board, all the aforesaid Directors possess the integrity, expertise and experience (including proficiency) required for appointment as Independent Directors of the Company.

05. Transfer to General Reserve

The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation.

06. Dividend

In view of requirement of financial resources and considering the future requirements of funds, your directors do not recommend any dividend on equity shares of the Company.

07. Change in Nature of Business:

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

08. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provision of Section 125 does not apply to the Company as the Company has not declared any dividend for the period under review.

09. Share Capital

Authorised Capital:

During the period under review, the Company had Authorized Share Capital of H 15,00,00,000 divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of H 10 (Ten) Each.

Issued, Subscribed & Paid-Up Capital:

At the beginning of the financial year the paid up share capital of the Company was 1,14,48,000 shares of 10/- each amount to H 11,44,80,000

During the period under review, the Company converted warrants into equity shares amounting to 8,46,000 each convertible into one fully paid up equity share of the Company on 05.09.2023 and thereafter, further allotted 14,11,026 equity shares on a preferential basis vide special resolution passed at the Extra-Ordinary General Meeting dated 08^th January, 2024.

Therefore, on 31^st March, 2024, the paid-up equity capital was 13,70,50,260 and the listed capital was 12,29,40,000. The Company received trading approval for 14,11,026 equity shares on 15.05.2024.

During the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued shares with Differential Voting rights / has not issued any shares under Employee stock option plan and there has been no change in the voting rights of the shareholder

10. Preferential Issue

(a) Pursuant to 62 (1) (c) read with Section 42 of Companies Act, 2013 and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Special Resolution passed in Extra-Ordinary General Meeting dated 08^th January, 2024, the Company had issued 8,60,000 (Eight lakhs and Sixty Thousand only) Convertible Warrants of the company, at a price of H 304.00/- per Warrant each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company having face value of 10/- (Rupee Ten Only) at a premium of H 294.00/- aggregating upto H 24,14,40,000/- (Rupees Twenty Six Crores and Fourteen Lakhs and Forty Thousand only) (“Total Issue Size”) on a preferential basis to persons / entity listed below.

(b) Pursuant to provisions of Sections 23, 42, 62 of the Companies Act, 2013 and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Special Resolution passed in Extra-Ordinary General Meeting dated 08^th January, 2024, the Company had issued 14,11,026 (Fourteen Lakh and Eleven Thousand and Twenty Six Only) equity shares of the Company 304.00/- per share each having face value of 10/- (Rupee Ten Only) at a premium of H 294.00/- aggregating upto H 42,89,51,904/- (Rupees Forty Two Crores and Eighty Nine Lakhs and Fifty One Thousand and Nine Hundred and Four only) (“Total Issue Size”) on a preferential basis to persons / entity listed below.

11. General Meetings

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr.

Date of Meeting Type of Meeting

No.

01 30^th September, 2023 Annual General Meeting

02 08^th January, 2024 Extra-Ordinary General Meeting

12. Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

13. Change in Registered Office

During the year, there was no change in the Registered Office of the Company.

14. 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 that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

15. Conversation ofEnergy, Technology Absorption, Foreign Exchange Earnings And Outgo:

Information as required to be given under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in the annexure to this report as Annexure - II.

16. Statement Concerning Development and Implementation of Risk Management Policy of The Company

The Company has been taking a proactive approach concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the

Company itself. (a) financial; (b) legal and regulatory;(c) operating; and(d) commercial risks, including health, safety and environment. The Company does not have any Risk Management Committee as the Board takes into consideration all the risk factors at regular intervals at its meetings.

17. Corporate Social Responsibility

During the Financial Year 23-24, the Company carried out CSR activities as mandated by the law.

The CSR initiatives undertaken during the financial year 202324 and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in ‘Annexure V’ to this Report.

18. Insurance

The Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.

19. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013.

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint outstanding/ received from any employee during the financial year 2023-24 and hence, no complaint is pending as on March 31,2024 for redressal.

20. Details of Application Made or any Proceeding Pending Under Insolvency and Bankruptcy Code, 2016

During the year under Review, neither any application was made nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

21. 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

Not Applicable

22. Particulars of Loans, Guarantees or Investments Made Under Section 186 of the Companies Act, 2013

The Company has not given any guarantees under section 186 to any person or body corporate except loan to employees of the Company as per Company’s policy for employees and investment in mutual funds.

The Company has approved loan of H 5,00,00,000 to its Associate Company - Waveoptix Defence Solutions Private Limited as per applicable provisions of section 186 of the Companies Act, 2013.

The Company has approved an investment of H 1,00,00,000 in Planys Technologies Private Limited as per applicable provisions of section 186 of the Companies Act, 2013.

The Company has approved an investment of 2,50,00,000 in Techera Engineering (India) Limited as per applicable provisions of section 186 of the Companies Act, 2013.

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013, have been provided in the notes to the Financial Statements.

23. Details of Significant & Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

24. Maintenance of Cost Records and Cost Audit

Maintenance of Cost Records has been specified by the Central Government, under sub -section (1) of section 148, of the Companies Act, 2013, and records has been made and maintained for year under review. However, the provisions of cost audit are not applicable to the Company for the financial year 2023-24.

M/s. Y.S. Thakar & Co., Cost Accountants, were appointed with the approval of the Board to carry out the cost audit for F.Y. 2024-25. Based on the recommendation of the Audit Committee, M/s. Y.S. Thakar & Co., Cost Accountants, being eligible, have also been appointed by the Board of Directors in their meeting held on 25.05.2024 as the Cost Auditors for F.Y. 2024-25. The remuneration to be paid to M/s. Y.S. Thakar & Co., for F.Y. 202425 is subject to ratification by the shareholders at the ensuing AGM.

25. Company’s Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of their Duties

The Company’s policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company at and have been displayed on website https://www. krishnaallied.com.

26. Formal Annual Evaluation

Pursuant to the provisions of the Act, and SEBI Listing Regulations, 2015, the Nomination and Remuneration Committee (“NRC”) and the Board has carried out the annual performance evaluation of the Board, its Committees and individual Directors by way of individual and collective feedback from Directors. The Independent Directors have also carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole.

27. Statutory Auditors

At the 8^th Annual General Meeting held on 30.11.2021, M/s. CNK & Associates LLP, Chartered Accountant (FRN: 101961W), were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the 13^th Annual General Meeting to be held in relation to the financial year ended on 31.03.2026. The Report issued by M/s. CNK & Associates LLP, Chartered Accountant (FRN: 101961W), Statutory Auditor for FY 2023-24 does not contain any qualification, reservation, adverse remark or disclaimer.

28. Secretarial Audit Report

DRP & Associates., Company Secretaries, Vadodara, were appointed as Secretarial Auditors of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by DRP & Associates., Company Secretaries, Vadodara, Secretarial Auditor of the Company forms part of this report and is marked as Annexure-MI.

There are no qualifications, reservations or adverse remarks made by DRP & Associates., Company Secretaries, Vadodara, Secretarial Auditors of the Company, in their report.

29. Annual Return

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on Company’s website and can be accessed at https://www.krishnaallied.com

30. Disclosure Under Rule-5 of the Companies (Appointment And Remuneration) Rules, 2014

Disclosure required under Section 197 of the Companies Act, 2013 read with Rule-5 of the Companies (Appointment and remuneration) Rules, 2014 have been annexed as Annexure- IV.

31. Particulars of Contracts or Arrangements Made With Related Parties

Contracts or arrangements with related parties referred to under Section 188 of the Act, entered into during the year under review, were on an arm’s length basis. No material contracts or arrangements with related parties were entered into during the year under review.

The particulars of contracts or arrangements with related parties given in “Form AOC-2” are given in Annexure VI forming part of this Report.

32. Corporate Governance

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding H 10 Crore and Net worth not exceeding H 25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption

(b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-24.

33. Number of Board Meetings Conducted During the Year Under Review

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

The Company had seven Board meetings during the financial year under review:

The Audit Committee is duly constituted in accordance Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 & Regulation 18 of Listing Regulations as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013.

The Company Secretary acts as the Secretary to the committee and the Committee Members are:

Two third of the members are Independent Directors and all the members are financially literate. The composition, role, functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations. The Audit Committee shall oversee financial reporting process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors’ qualifications, compliance with Accounting Standards etc. and oversee compliance with Stock Exchanges and legal requirements concerning financial statements and fixation of audit fee as well as payment for other services etc.

During the year under review eight Audit Committee Meetings were held on 22.05.2023, 29.07.2023, 05.09.2023, 08.11.2023, 13.12.2023, 01.02.2024 and 31.03.2024.

35. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 & Regulation 19 of Listing Regulations as amended from time to time.

The Company Secretary acts as the Secretary to the committee and the Committee Members are:

During the year under review two Nomination and Remuneration Committee Meetings were held on 29.07.2023, 05.09.2023 & 31.03.2024.

36. Stakeholders Relationship Committee

The Stakeholders Relationship Committee was duly constituted and is in compliance with the requirements of Section 178 of the Companies Act, 2013 & Regulation 20 of Listing Regulations.

Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee and the Members of the Committee are:

The Stakeholders Relationship Committee looks into shareholders’ complaints related to transfer of shares, non-receipts of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums. It oversees the performance of the Registrars and Transfer Agent, and recommends measures for overall improvement in the quality of investor services. The Company is in compliance with the SEBI SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online redressal of all the shareholders complaints.

During the year under review no grievances were received based on the reports from Bigshare Services Private Limited. The Committee meeting was held on 31.03.2024.

The details of members of CSR Committee is as under:

The CSR Committee meetings were held on 01.02.2024 and 31.03.2024.

38. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary or Joint venture.

However, the Company has one Associate Company i.e, Waveoptix Defence Solution Private Limited. Your Company has a stake of 25% in the aforementioned Associate Company.

Further, pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company’s Joint venture in Form AOC-1 is attached as Annexure VII to the Board’s Report.

39. Compliance Officer

The Compliance Officer cum designated Company Secretary of the Company up to March 2024 the financial year 2023-24 was Mrs. Charmy Shah who has resigned w.e.f. 07.03.2024.

Mrs. Gunjan Bhagtani is the Compliance Officer and designated Company Secretary of the Company w.e.f. 01.06.2024.

40. Registrar and Share Transfer Agent

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent.

41. Internal Auditor

M/s Shilmi J Patel & Co. Chartered Accountants, Vadodara, FRN-I54683W, Internal Auditor of the Company has conducted periodic audit of operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

42. Internal Control Systems & Their Adequacy

Internal controls encompass a set of rules, policies and procedures to provide reasonable assurance for achievement of the organizational objectives in operational effectiveness and efficiency, reliable financial reporting and compliance with laws, regulations and policies. Your Company’s internal control systems are commensurate with the size and nature of its operations, which records transactions and operations; ensures protection against misuse or loss of the Company’s assets; ensures efficiency in operations of the plant and facilitates transparency and accuracy of financial reporting.

The reports of the Internal Auditor are reviewed by the Audit Committee. The Audit Committee also reviews adequacy of internal controls, system and procedures, insurance coverage of assets from various risks and steps are taken to manage foreign currency exposures. The Audit Committee also interacts with Internal Auditors and Statutory Auditors of the Company to ensure compliance of various observations made during the conduct of audits and adequacy of various controls.

43. Deposits

The Company has not invited deposit from members or public. Therefore, the details relating to deposits, covered under Chapter V of the Act is not applicable.

44. Website

The corporate website is https://www.krishnaallied.com reflecting the details and business of the company. Also, the website displays financial & corporate information.

45. Declaration of Independent Directors

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1) (b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations I6(I)(b) of the SEBI Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Further, in terms of Section I50 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The Board of directors of the Company has taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

46. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments 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 and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Internal financial control 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.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

47. Details in Respect of Frauds Reported by Auditors

During the year under review, there were no frauds reported by the Company or fraud on the Company by the officers and employees of the Company has been noticed or reported or no fraud are reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

48. Vigil Mechanism/ Whistle Blower Policy

The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical

behavior, actual or suspected fraud, or violation of the Company’s code of conduct and ethics. The Company has a “VIGIL MECHANISM / WHISTLE BLOWER POLICY”, the copy of which is available on the website of the Company, namely https://www.krishnaallied.com

49. Safety & Environment

The Company is committed to providing a safe and healthy working environment and achieving an injury and illness free work place.

50. Listing Fees

The Equity Shares of the Company are listed on NSE - NEAPS Segment and the Company has paid the annual listing fees for the year 2024-2025.

51. Human Resource

Your Company considers its Human Resource as the key to achieve its objective. Keeping this in view, your Company takes utmost care to attract and retain quality employees. Your Company appreciates the spirit of its dedicated employees.

52. Green Initiatives

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 1 1^th Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

53. Acknowledgements

The Board of Directors is grateful and wish to record its appreciation for the co-operation and support of the shareholders of the Company, Bankers of the Company, clients of the Company and all employees including the workers, staff and management and all others concerned with the Company’s business.

Your directors gratefully acknowledge the on-going support and co-operation provided by Central and State Government, Stock Exchange, SEBI, NSDL, CDSL and other regulatory bodies.

By Order of the Board of Directors Krishna Defence and Allied Industries Limited

Sd/- Sd/-

Place: Mumbai Ankur Shah Preyal Shah

Date: 20.06.2024 Managing Director Director

DIN:01166537 DIN:06966962