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 31,2025.
01. Financial Highlights:
Particulars
|
2024-25
|
2023-24
|
Revenue from Operations
|
19,486.61
|
10,642.80
|
Other Income
|
287.81
|
125.32
|
Total Revenue
|
19,774.42
|
10,768.12
|
Expenses:
|
Cost of materials consumed
|
11,441.64
|
4,630.82
|
Purchases of Stock-in-Trade
|
371.20
|
832.89
|
Changes in inventories of finished goods work-in-progress and Stock-in-Trade
|
(2,019.93)
|
175.80
|
Employee benefit expenses
|
1,705.68
|
1,233.56
|
Finance costs
|
87.26
|
135.71
|
Depreciation and amortization expenses
|
266.07
|
215.69
|
Other expenses
|
4,956.78
|
2,225.94
|
Total expenses
|
16,808.69
|
9,450.42
|
Profit /(Loss) before Tax
|
2,965.73
|
1,317.70
|
Less: Tax Expenses
|
Current Tax
|
772.85
|
362.30
|
Tax of earlier years (Net)
|
6.07
|
0.68
|
Deferred Tax Liability
|
(5.70)
|
(24.24)
|
Profit for the period
|
2,192.51
|
978.96
|
02. Company’s Performance
The revenue from operations during the year 2024-25 has increased to Rs. 19,486.61 Lakhs as compared to Rs. 10,642.80 Lakhs in the last financial year which shows increase of 83.10% of previous year's revenue. The Profit before tax is Rs. 2,965.73 Lakhs for FY 2024-25 as compared to Rs. 1,317.70 Lakhs in the last financial year. The company has made profit after tax of Rs. 2192.51 Lakhs for FY 24-25 as compared to Rs. 978.96 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
Following changes incorporated during the financial year 2024-25:
1. Mr. Sandeep Ramrao Kadam appointed as Whole-time Director of the Company with effect from 25th May, 2024 for a period of five years subject to shareholders approval at the ensuing general meeting of the Company and said appointment was considered at the annual general meeting of the Company held on 13th August, 2024.
2. Ms. Gunjan Bhagtani appointed as Company Secretary with effect from 1st June, 2024.
3. Mr. Anil Kumar Dutta appointed as an Independent Director of the Company with effect from 25th March, 2025 subject to shareholders approval at the ensuing general meeting of the Company.
4. Mr. Anil Kumar Dutta appointment was confirmed by the shareholders of the Company in the Postal Ballot 09th May, 2025
Re-appointments to be considered:
Mrs. Preyal Ankur Shah DIN (06966962), Director of the Company and eligible for re-appointment has given her consent and declaration under Form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.
Relevant resolutions (Ordinary and Special, as applicable) seeking shareholders' approval forms part of the Notice. Details of Mrs. Preyal Ankur Shah DIN (06966962), Director seeking re-appointment as per Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 and as per prevailing Secretarial Standards issued by ICSI, is already annexed to the notice of the annual general meeting.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2025 are:
• Mr. Ankur Ashwin Shah - Managing Director
• Mr. Sandeep Kadam - Whole Time Director
• Mr. Piyush Patel- Chief Financial Officer
• Ms. Gunjan Bhagtani- Company Secretary and Compliance Officer The List of Directors as on 31st March, 2025 are as under:
Name of Director
|
Category Cum Designation
|
Date of Appointment
|
No. of Shares held as on March 31,2025
|
Mr. Ankur Ashwin Shah
|
Managing Director
|
10/09/2013
|
52,53,890
|
Mr. Divyakant Ramniklal Zaveri
|
Independent Director
|
23/08/2021
|
-
|
Mr. Jaykumar Toshniwal
|
Independent Director
|
23/08/2021
|
-
|
Mrs. Preyal Ankur Shah
|
Chairman & Non-Executive Director
|
11/01/2022
|
3,36,000
|
Mr. Sandeep Ramrao Kadam
|
Whole-time Director
|
25/05/2024
|
-
|
Mr. Anil Kumar Dutta
|
Independent Director
|
25/03/2025
|
-
|
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
During the Financial Year 2024-25, your Company declared an Interim Dividend of ? 0.50 per share on 11th November, 2024. Further, for the Financial Year 2024-25, the Board of Directors have recommended addi¬ tional dividend of ? 0.50 per share on 20th May, 2025.
Accordingly, total dividend of ? 1.00 per share as final dividend for the financial year 2024-25 be considered, if approved by the members will be paid within the statutory time limit.
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 applies to the extent of transferring the unclaimed dividend in to the unclaimed dividend account and the Company is in compliance with the same.
09. Share Capital Authorised Capital:
During the period under review, the Company had Authorized Share Capital of Rs. 20,00,00,000 divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10 (Ten) Each.
Issued, Subscribed & Paid-Up Capital:
At the beginning of the financial year the paid-up share capital of the Company was 1,37,05,026 shares of 10/- each amount to ? 13,70,50,260
During the period under review, the Company converted warrants into equity shares amounting to 3,54,000 each convertible into one fully paid-up equity share of the Company on 25.05.2024.
Therefore, on 31st March, 2025, the paid-up & listed equity capital was 14,05,90,260.
Further, after the period under review but before the date of issue of this report, the company has further converted 8,60,000 warrants into equity shares amounting to 8,60,000 each convertible into one fully paid-up equity share of the Company in two tranches i.e., on 26.06.2025 & 25.07.2025 respectively.
Therefore, the paid-up capital on the date of the issue of report is 14,91,90,260. The trading approval for 8,60,000 shares is pending with the stock exchanges and thus the listed capital as on date is 14,05,90,260.
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.
Employee Stock Option Schemes
With a view to attract, reward and retain talented and key employees in the competitive environment and encourage them to align individual performance with Company objectives, the Company has introduced ‘Em¬ ployee Stock Option Scheme (hereinafter referred to as “ESOP I” / the “Scheme” or the “Plan”).
The company has granted Employee Stock options to selected Employees, the same is elaborated in relevant part of the report in Annexure VIII.
The ESOP Scheme is in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations are available on the Company's website www.krishnaallied.com
The certificate of Secretarial Auditor confirming compliance of the ESOP Schemes with the Act and above- mentioned SEBI Regulations is given with Annexure VIII to this Report.
11.General Meetings
During the year under review, the following General Meetings were held, the details of which are given as under:
Sr. No Date of Meeting
|
Type of Meeting
|
01 13th August, 2024
|
Annual General Meeting
|
After the period under review, following general meetings were held
|
02 09th May, 2025
|
Postal Ballot - (For Main Board Migration)
|
12. Disclosure by Directors
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, inti¬ mation 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 following 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:
a) The company had converted 8,60,000 warrants into equity shares amounting to 8,60,000 each convertible into one fully paid-up equity share of the Company in two tranches i.e., on 26.06.2025 & 25.07.2025 respectively. Therefore, the paid up capital on the date of the issue of report is 14,91,90,260. The trading approval for 8,60,000 shares is pending with the stock exchanges and thus the listed capital as on date is 14,05,90,260.
b) In terms of the recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, shareholders, at the Annual General Meeting of the Company, have approved implementation of Employee Stock Option Plan I (ESOP I). In terms of ESOP I, a total of 3,00,000 Options would be granted to the eligible employees of the Company and its subsidiaries from time to time.
Thus, in terms of ESOP I, the Nomination and Remuneration Committee of the Board of Directors of the Company, at its meeting held on November 11,2024, had granted 63,356 Options to the eligible employees of the Company and its subsidiaries (“Grant 1”). As per the vesting schedule, 25% Options shall vest each year from the date of grant. The Statement pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 read with Regulation 14 of the SEBI (Share Based Employ¬ ee Benefits) Regulations, 2014 is provided as Annexure VIII.
15. Conservation of Energy, 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 24-25, the Company carried out CSR activities as mandated by the law.
The CSR initiatives undertaken during the financial year 2023-24 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 mov¬ able and immovable assets against numerous risks and hazards.
19. Disclosure for compliance with other statutory laws
19 (i)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 em¬ ployee 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 Ha¬ rassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
During the year, the number of complaints received and disposed is mentioned below:
Sr. No.
|
Grievance Details
|
|
(a)
|
number of complaints of sexual harassment received in the year;
|
0
|
(b)
|
number of complaints disposed off during the year;
|
0
|
(c)
|
number of cases pending for more than ninety day
|
0
|
19 (ii)Disclosure of Number of Employees as on the closure of Financial Year
Female
|
15
|
Male
|
178
|
Transgender
|
0
|
20. Compliance with Maternity Benefit Act, 1961
The Company is in compliance with Maternity Benefit Act, 1961. Current Leave policy of the company is in line with provisions of Maternity Benefit Act, 1961 and other applicable labour laws and rules made thereunder. All employees are covered under the said policy.
21. 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.
22. 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
23. Particulars of Loans, Guarantees or Investments Made Under Section 186 of the Compa¬ nies Act, 2013
The Company has given the following guarantees under section 186 to its Associate Company i.e, Waveoptix Defence Solutions Private Limited, however Company has not granted any Loan or Guarantee 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.
a) Corporate Guarantee in favour of CapitalXB Finance Private Limited for ? 1 Crore
b) Corporate Guarantee in favour of Ratnaafin Capital Private Limited for ? 3 Crore
c) Issue Corporate Guarantee in favour of Axis Bank Limited for ? 5 Crore
The Company invested by way of acquiring shares 88,000 shares at price of Rs. 200 per share aggregating to Rs. 176 Lakhs in the Company styled Conceptia Software Technologies Pvt Ltd.
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.
24. 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 con¬ cern status of the Company and its future operations.
25. 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 were not applicable to the Company for the financial year 2023-24.
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 to carry out the cost audit.
Further, 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 21st August, 2025 as the Cost Auditors for F.Y. 2025-26 to carry out the cost audit. The remuneration to be paid shall be subject to ratification by the shareholders at the ensuing annual general meeting of the Company.
26. Company’s Policy Relating to Directors Appointment, Payment of Remuneration and Dis¬ charge 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.
27. Formal Annual Evaluation
As per the provisions of Companies Act, 2013, every listed company and every other public company having a paid up share capital of twenty five crore rupees or more calculated at the end of the preceding financial year shall include, in the report by its Board of directors, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual di¬ rectors.
During the year under review the company had the paid up share capital less than twenty five crore rupees hence the said provisions were not applicable to your company.
28. Statutory Auditors
At the 8th 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 13th Annual General Meeting to be held in relation to the financial year ended on 31.03.2026 and is eligi¬ ble to act as Statutory auditor for the current financial year.
The Report issued by M/s. CNK & Associates LLP, Chartered Accountant (FRN: 101961W), Statutory Auditor for FY 2024-25 does not contain any qualification, reservation, adverse remark or disclaimer.
29. 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 at the Board meeting held on 31st March, 2024.
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-III.
There are no qualifications, reservations or adverse remarks made by DRP & Associates., Company Secretaries, Vadodara, Secretarial Auditors of the Company, in their report.
30. 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
31. 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 (Ap¬ pointment and remuneration) Rules, 2014 have been annexed as Annexure- IV.
32. 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 par¬ ties 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 Annex¬ ure VI forming part of this Report.
33. 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 Rs. 10 Crore and Net worth not exceed¬ ing Rs. 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 2024-25.
34. Number of Board Meetings Conducted During the Year Under Review
The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meet¬ ings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.
The Company had eight Board meetings during the financial year under review:
Sr. No
|
Date of Meeting
|
Number of Directors entitled to Attended Meeting
|
No. of Directors Attended Meeting
|
|
25.05.2024
|
5
|
5
|
|
20.06.2024
|
5
|
5
|
|
05.07.2024
|
5
|
4
|
|
30.10.2024
|
5
|
4
|
|
11.11.2024
|
5
|
5
|
|
14.12.2024
|
5
|
5
|
|
13.02.2025
|
5
|
5
|
|
25.03.2025
|
5
|
5
|
The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the erstwhile Listing Agreement.
35. Audit Committee
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 Sec¬ tion 177 of the Companies Act, 2013.
The Company Secretary acts as the Secretary to the committee and the Committee Members are:
Name of Members Chairman/Member
|
Nature of Directorship
|
No. of Meeting Held
|
No. of Meeting At¬ tended
|
Mr. Divyakant RamniklalZaveri Chairman
|
Independent Director
|
4
|
4
|
Mr. Jaykumar Toshniwal Member
|
Independent Director
|
4
|
4
|
Mr. Ankur Ashwin Shah Member
|
Managing Director
|
4
|
4
|
Two third of the members are Independent Directors and all the members are financially literate. The compo¬ sition, 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 four Audit Committee Meetings were held on 25.05.2024, 11.11.2024, 13.02.2025, and 25.03.2025.
36. Nomination and Remuneration Committee
The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Com¬ panies 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:
Name of Members
|
Chairman/Member
|
Nature of Directorship
|
No. of Meeting Held
|
No. of Meeting Attended
|
Mr. Divyakant Ramniklal- Zaveri
|
Chairman
|
Independent Director
|
5
|
5
|
Mr. Jaykumar Toshniwal
|
Member
|
Independent Director
|
5
|
5
|
Mr. Preyal Ankur Shah
|
Member
|
Chairperson & Non Executive Director
|
5
|
5
|
During the year under review five Nomination and Remuneration Committee Meetings were held on 25.05.2024, 20.06.2024, 05.07.2024, 11.11.2024, and 25.03.2025.
37. 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:
Name of Members
|
Chairman/Member
|
Nature of Directorship No. of Meeting Held
|
No. of Meeting At¬ tended
|
Mr. Jaykumar Toshniwal
|
Chairman
|
Independent Director 1
|
1
|
Mr. Divyakant Ramniklal
|
Member
|
Independent Director 1
|
1
|
Zaveri
|
|
|
|
Mr. Sandeep Kadam Ramrao
|
Member
|
Whole-Time Director 1
|
1
|
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 Fo¬ rums. 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 on¬ line redressal of all the shareholders complaints.
During the year under review, no grievances were received based on the reports from Bigshare Services Private Limited and on Scores portal. The Committee meeting was held on 25.03.2024.
38. CSR Committee
The details of members of CSR Committee is as under:
Sr.No.
|
Name of Director/ Member
|
Designation in Committee
|
No. of Meeting Held
|
No. of Meeting At-
|
|
|
|
|
tended
|
1.
|
Mr Ankur Ashwin Shah
|
Chairman
|
1
|
1
|
2.
|
Mr Divyakant Ramniklal Zaveri
|
Member
|
1
|
1
|
3.
|
Mr Sandeep Ramrao Kadam
|
Member
|
1
|
1
|
The CSR Committee meeting was held on 25.05.2024. 39.Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary or Joint venture.
However, the Company have two associate companies:
1. Waveoptix Defence Solution Private Limited with a stake of 40%
1. Concetptia Software Technlogies Private Limited with a stake 20 %
Further, pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Ac¬ counts) 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.
40. Compliance Officer
The Compliance Officer cum designated Company Secretary of the Company for the financial year 2024-25 was Mrs. Gunjan Bhagtani w.e.f. 01.06.2024.
41. Registrar and Share Transfer Agent
The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent.
42. Internal Auditors
M/s Shilmi J Patel & Co. Chartered Accountants, Vadodara, FRN-I54683W, appointed as Internal Auditor of the Company at the Board meeting held on 13.02.2025.
The Internal Auditors 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.
43. Internal Control Systems & Their Adequacy
Internal controls encompass a set of rules, policies and procedures to provide reasonable assurance for achieve¬ ment 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.
44. Deposits
The Company has not invited deposit from members or public. Therefore, the details relating to deposits, cov¬ ered under Chapter V of the Act is not applicable.
45. Website
The corporate website is https://www.krishnaallied.com reflecting the details and business of the company. Also, the website displays financial & corporate information.
46. Declaration of Independent Directors
The Company has received the necessary declaration from each Independent Director in accordance with Sec¬ tion 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 List¬ ing 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 150 read with Rule 6 of the Companies (Appointment and Qualification of Direc¬ tors) 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.
47. 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 reason¬ able 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 provi¬ sions 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.
48. 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.
49. 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
50. Safety & Environment
The Company is committed to providing a safe and healthy working environment and achieving an injury and illness free work place.
51. 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 2025-2026.
52. 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.
53. Green Initiatives
In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 11th Annual General Meeting of the Company including the Annual Report for Financial Year 2024-25 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).
54. 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: 21.08.2025 Managing Director Chairperson & Director
DIN: 01166537 DIN: 06966962
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