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

ISIN: INE00Z501029INDUSTRY: Steel - Wires

NSE   ` 5.60   Open: 5.58   Today's Range 5.53
5.60
+0.00 (+ 0.00 %) Prev Close: 5.60 52 Week Range 4.50
11.10
Year End :2026-03 

Your directors have pleasure in presenting the 22nd Annual Report of the Company along with the audited standalone financial statements for the financial year ended 31st March, 2026.

.FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended 31st March, 2026, is summarized below:

Amount in Lakhs (Rs.)

Particulars

Year ended 31st March, 2026

Year ended 31st March, 2025

T otal Income

69,795.90

76,035.50

Total Expenses

68,874.45

74,555.26

Profit or Loss before Extraordinary items and Exceptional items

921.45

1,480.24

Less: Exceptional Items

187.55

-

Less: Extraordinary Items

-

Profit before tax

733.9

1,480.24

Less: Current tax

201.62

379.76

Less: Deferred tax

(87.14)

87.00

Profit after Tax

619.42

1,013.48

Other Comprehensive Income

22.46

(6.77)

Total Comprehensive Income for the period/year

641.88

1,006.71

COMPANY'S OPERATIONAL REVIEW

During the year under review, the Company faced a challenging business environment, which had an adverse impact on its financial performance. The total income during the year under review decreased by 8.21% from Rs. 76,035.50 lakhs in the previous year to Rs. 69,795.90 lakhs. This decline was primarily attributable to the sharp deterioration in business conditions during Q4 FY 2025-26, triggered by the global geopolitical crisis arising from the US-Iran conflict. Consequently, the Profit Before Tax (PBT) stood at Rs. 733.90 lakhs as against Rs. 1,480.24 lakhs in the previous year. The Profit After Tax (PAT) was Rs. 619.42 lakhs as compared to Rs. 1,013.48 lakhs in the previous year. The fall in profitability was primarily driven by the impact of the global geopolitical crisis in Q4 FY 2025-26, which resulted in elevated input costs and compressed margins.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company's business activity primarily falls within a single business segment i.e., manufacturing, exporting and supplying of industrial steel wires, aluminum wires and galvanized wires. The analysis on the performance of the industry, the Company, internal control systems, risk management are presented in the Management Discussion and Analysis Report forming part of this report.

DIVIDEND

In order to conserve resources for future expansion, the Board has not recommended any dividend for the financial year ended 31st March, 2026.

TRANSFER OF UNPAID & UNCLAIMED DIVIDENDS & SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), there are no unpaid & unclaimed dividend pending with the Company for a period of more than seven years hence there is no amount transferred to IEPF.

TRANSFER TO RESERVES

No amount has been transferred to the general reserves during the financial year under review.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report

SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES

As on 31st March, 2026, the Company has no subsidiaries, joint ventures or associate companies.

SHARES CAPITAL

The Authorized Share Capital of the Company is Rs. 54,00,00,000/ - divided into 27,00,00,000 equity shares of Rs. 2/- each.

Equity Shares:

The paid-up Equity Share Capital as on 31st March,2026 is Rs.53,25,60,000/- divided into 26,62,80,000 Equity Shares of Rs. 2/- each.

Sweat Equity Shares:

In terms of Sub-rule (13) of Rule 8 of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.

Differential Voting Rights:

In terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any share with Differential Voting Rights.

Employee Stock Options:

In terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.

RESERVES

During the year under review, your directors have not proposed to transfer any amount to Reserves. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2026 in Form MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and is available on the website of the Company at www.kritikawires.com

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

Conservation of Energy:

Your Company continues to lay emphasis on conservation of energy. The management consistently monitors energy usage across all manufacturing units and takes conscious steps to optimize energy efficiency. Several initiatives were undertaken during the year to reduce overall energy consumption and enhance process efficiency.

Technology Absorption:

The Company recognizes that continuous technological improvement is key to staying competitive in the wire manufacturing sector. It actively absorbs and adapts new technologies to enhance product quality, process reliability, and cost effectiveness.

Foreign Exchange Earning and Outgo:

The Company is continuously in search of new market throughout the globe for making its presence worldwide.

During the year under review, the details of foreign exchange earnings and outgo are as given below:

Particulars

Financial Year 20252026 (Rs. in Lakhs)

Financial Year 2024-2025 (Rs. in Lakhs)

Earning in Foreign Currencies

-

-

Expenditure in Foreign Currencies

2201.95

2812.21

RISK MANAGEMENT

The Board of Directors of Kritika Wires Limited recognizes that risk management is an integral part of good governance and a key element in achieving long-term strategic objectives. The Company follows a structured approach to identify, assess, and mitigate various internal and external risks across its operations, with a view to protecting stakeholder interests and enhancing business resilience.

On identification of a risk the management implements mitigation plans and is monitored through management reviews and internal audits.

Risk Oversight

The Audit Committee and Board regularly review the risk profile of the Company. While Kritika Wires Limited is not currently required to constitute a Risk Management Committee under SEBI (LODR) Regulations, 2015, the Company maintains a proactive approach to enterprise risk management as part of its overall governance strategy.

LOANS, GUARANTEES OR INVESTMENTS

The particulars of all loans, guarantees or investments made by the Company are given in notes to Financial Statements.

RELATED PARTIES TRANSACTIONS

The Company has in place a Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions, in line with the provisions of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR").

Policy Framework

The objective of the policy is to ensure proper approval, disclosure, and reporting of transactions entered into between the Company and its related parties, in compliance with applicable laws and regulations. The policy is available on the Company's website at: www.kritikawires.com.

Transactions during the Year

All related party transactions entered into during the financial year were in the ordinary course of business and on arm's length basis. There were no material related party transactions during the year under review that required shareholder approval under Regulation 23(4) of SEBI LODR.

Disclosure under Section 188 of the Companies Act, 2013

There were no contracts or arrangements entered into with related parties which were not at arm's length or not in the ordinary course of business, and thus disclosure in Form AOC-2 is not applicable.

Audit Committee and Board Oversight

All related party transactions are placed before the Audit Committee and the Board for prior approval. A quarterly statement of transactions entered with related parties is also reviewed by the Audit Committee to ensure compliance.

Key Related Party Transactions (FY 2025-26)

A summary of transactions with related parties, as required under applicable accounting standards (Ind AS 24), is provided in the Notes forming part of the Financial Statements forming part of this Annual Report.

The policy on Related Party Transactions is uploaded on the Company's website www.kritikawires.com.

BOARD OF DIRECTORS, COMMITTEES AND MANAGEMENT

Composition

The Board of Directors of Kritika Wires Limited is a balanced and diverse body comprising a mix of Executive and Non-Executive Directors, including Independent Directors and a Woman Director, in compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on 31st March 2026, the Board consists of Seven (7) Directors, out of which:

• Three (3) are Executive Directors, including the Managing Director and the Whole-time Director;

• One (1) is Non-executive Director

• Three (3) are Non-Executive Independent Directors, including Two Woman Independent Director.

The composition of the Board ensures an appropriate mix of experience, skills, independence, and knowledge, enabling effective oversight and strategic direction to the Company's management. The Board functions cohesively, bringing together professionals with rich experience in the fields of manufacturing, finance, law, corporate governance, and business management.

During the year under review, there were following changes in the composition of the Board:

• Mr. Shiv Kumar Saraff (Non-Executive Independent Director) and Mr. Niraj Jindal (Non-Executive Independent Director) resigned from the Board w.e.f 30th July,2025

• Mr. Rajiv Adukia, (Non-Executive Independent Director) of the Company, resigned from the Board with effect from 30th March 2026.

• Mr. Joyjit Das (DIN: 10994054) was appointed as Non-executive Independent Director and Mrs. Sarika Kedia (DIN: 11244153) was appointed as Non-Executive Independent Women Director of the Company w.e.f. 14th August, 2025.

• Mr. Hunny Bhalotia (DIN: 11101662) was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 14th May, 2026 on the recommendation of Nomination and Remuneration Committee and who shall hold office up to the date of next Annual General Meeting of the Company. The Board recommends his appointment for shareholders for their approval at the ensuing Annual General Meeting (AGM).

Thus, the Board has following Directors as on 31st March, 2026:

Name of Director

DIN

Designation

Mr. Naresh Kumar Agarwal

01020334

Chairman-cum-Whole Time Director

Mr.Hanuman Prasad Agarwal

00654218

Managing Director

Mr. Ankush Agarwal

08071021

Whole Time Director

Mr. Sanjeev Binani

01149866

Non-Executive Director

Mrs. Pooja Bacchawat

09011940

Non-Executive Independent Woman Director

Mr. Joyjit Das

10994054

Non-Executive Independent Director

Mrs. Sarika Kedia

11244153

Non-Executive Independent Woman Director

The Board believes that its current composition is well-positioned to steer the Company on a path of sustained growth and value creation.

Re-appointments

The tenure of Mr. Hanuman Prasad Agarwal (DIN: 00654218), Managing Director, Mr. Ankush Agarwal (DIN: 08071021), Whole-time Director and Mr. Naresh Kumar Agarwal (DIN: 01020334), Chairman cum Whole-time Director, has expired on 10th May, 2026.

Considering the knowledge, expertise, experience, skills and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors had proposed their re-appointment for further period of 3 (three) years w.e.f., 11th May, 2026, subject to approval of members at the Annual General Meeting.

Board Committees

In order to assist the Board in discharging its responsibilities effectively, the Company has constituted the following Committees in line with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015:

There are 4 (four) committees of the Board as on 31st March, 2026, details of which are covered in the CG Report.

Familiarization Programme for Independent Directors:

In compliance with the requirements of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a structured Familiarization Programme for its Independent Directors.

The purpose of the programme is to provide insights into the Company to enable the Independent Directors to understand its business model, operations, industry dynamics, and regulatory environment. It also aims to enable the Independent Directors to contribute significantly to the Company.

During the year under review, the Independent Directors were regularly updated on changes in regulatory frameworks, corporate governance developments, operational highlights, business performance, and strategy through presentations at Board and Committee meetings.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company,

Mr. Sanjeev Binani [DIN:01149866], Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible and offers himself for reappointment.

The Board of Directors recommends his reappointment for the consideration of the shareholders at the forthcoming Annual General Meeting.

The brief profile and other details of the Director seeking reappointment, as required under Regulation 36 of SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India (ICSI), form part of the Notice of the Annual General Meeting.

Meetings of the Board

During the financial year ended 31st March 2026, six (6) meetings of the Board of Directors were held on 09th May, 2025, 30th July, 2025, 14th August, 2025, 04th November, 2025, 20th November 2025 and 05th February, 2026, the intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the Board meetings held during the year, along with the attendance of Directors at each meeting, are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Company ensures that the agenda and relevant notes are circulated well in advance, and comprehensive presentations are made at the Board meetings to enable the Directors to take informed decisions.

Meeting of Independent Directors:

In terms of the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on 05th February,2026 with the presence of Non-Independent Directors and members of the management.

At the said meeting, the Independent Directors:

• Reviewed the performance of the Non-Independent Directors and the Board as a whole;

• Reviewed the performance of the Chairperson of the Company, taking into account the views of Executive and Non-Executive Directors;

• Assessed the quality, quantity, and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed satisfaction on the overall performance and governance practices of the Board and the functioning of the management.

Declaration by Independent Directors:

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed under subsection (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, all the Independent Directors have confirmed compliance with the Code of Conduct for Independent Directors as laid down under Schedule IV of the Companies Act, 2013. They have also affirmed that they have registered their names in the data bank maintained by the Indian Institute of Corporate Affairs (IICA) as per Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors possess integrity, requisite expertise, and experience (including the proficiency as required under Rule 8 of the Companies (Accounts) Rules, 2014) and fulfill the conditions specified in the Act and the Listing Regulations, and are independent of the management.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its committees, individual Directors, and the Chairperson of the Company for the Financial Year 2025-26.

The evaluation was carried out based on a structured questionnaire covering various aspects such as the Board's composition, structure, effectiveness of Board processes, and quality of deliberations, strategic guidance, risk management, succession planning, and the contribution of individual Directors.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The Nomination and Remuneration Committee also reviewed the performance of the individual Directors and the Board as a whole.

The Board expressed its satisfaction with the overall functioning of the Board, its various Committees, and the performance of the individual Directors.

Key Managerial Personnel:

The Key Managerial Personnel of the Company as on 31st March, 2026 are:

S. No.

Name

Designation

1.

Mr. Naresh Kumar Agarwal

Chairman and Whole-time Director

2.

Mr. Hanuman Prasad Agarwal

Managing Director

3.

Mr. Ankush Agarwal

Whole-time Director

4.

Mr. Anand Kumar Sharma

Chief Financial Officer

During the year under review, Mr. Mahesh Kumar Sharma (Company Secretary &Compliance Officer) resigned from the position of Company Secretary of the Company w.e.f 20th January, 2026. Subsequently to fill Vacancy, the Board of Directors, at its meeting on 16th April, 2026, appointed Mrs. Komal Kanodia as the Company Secretary and Key Managerial Personnel of the Company.

Directors' Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors state 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 / 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;

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; and

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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy to provide a secure environment and framework for directors and employees to report genuine concerns, unethical behavior, suspected fraud, or any violation of the Company's code of conduct.

The mechanism provides for:

• Direct access to the Chairman of the Audit Committee.

• Protection of the identity of whistle blowers and confidentiality of the complaint.

• Safeguards against victimization of whistle blowers.

During the year under review, no complaint was received under the said mechanism. The Audit Committee periodically reviews the functioning of the vigil mechanism to ensure effectiveness.

NOMINATION AND REMUNERATION POLICY

The Board of Directors of Kritika Wires Limited, on the recommendation of the Nomination and Remuneration Committee (NRC), has formulated a comprehensive Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Objective of the Policy:

The policy is designed to:

• Lay down criteria for appointment, performance evaluation, and removal of Directors, Key Managerial Personnel (KMP), and Senior Management.

• Ensure a balanced and performance-oriented remuneration structure that aligns with the long-term interests of the Company and its stakeholders.

• Attract and retain competent professionals and ensure diversity of thought and experience in the Board and senior leadership.

Key Features of the Policy:

Board Diversity: Emphasizes diversity in terms of gender, expertise, experience, and background.

Remuneration Structure:

o Non-Executive Directors: Paid sitting fees and reimbursement of expenses incurred in the performance of duties. No stock options are granted. o Executive Directors / KMPs / Senior Management: Remuneration includes a fixed component (salary, allowances, and perquisites) and variable performance-linked incentives based on Company and individual performance.

Performance Evaluation: Lays down evaluation criteria for performance of Board, its committees, individual Directors, and Senior Management.

Review of Policy:

The Committee reviews the policy annually or as required to ensure that it remains aligned with the Company's objectives, applicable laws, and evolving best practices.

Remuneration of Directors:

Name of the Directors

Salary (Rs.)

Perquisite (Rs.)

Others(Rs.)

Total (Rs.)

Mr. Hanuman Prasad Agarwal

42,00,000.00

0.00

0.00

42,00,000.00

Mr. Ankush Agarwal

28,80,000.00

0.00

0.00

28,80,000.00

Mr. Naresh Kumar Agarwal

12,00,000.00

0.00

0.00

12,00,000.00

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, Kritika Wires Limited did not have any subsidiary, joint venture, or associate company within the meaning of Section 2(6) and Section 2(87) of the Companies Act, 2013.

Accordingly, the disclosure in Form AOC-1 as required under Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not applicable to the Company.

However, the Company continues to explore suitable opportunities for strategic alliances and partnerships that can complement its growth strategy and add long-term value for the stakeholders.

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public or its members falling within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, as on 31st March, 2026:

• No amount on account of principal or interest on deposits was outstanding;

• There was no default in repayment of deposits or payment of interest thereon;

The Company has not accepted any deposits which are not in compliance with the requirements of the Companies Act, 2013 and the applicable rules.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place an adequate system of Internal Financial Controls (IFC) commensurate with the size and nature of its operations. These controls ensure the orderly and efficient conduct of business, including adherence to the Company's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The internal financial control systems are periodically tested for effectiveness by the Internal Auditors, and necessary improvements are implemented based on their recommendations. The reports of the internal audit are reviewed by the Audit Committee and corrective actions, wherever necessary, are undertaken.

During the year under review:

• No material weakness in the design or operation of internal controls was observed.

• The Audit Committee and the Board are satisfied with the adequacy and effectiveness of the Company's internal financial control systems.

The Company also continues to invest in the automation of business processes and strengthening of IT controls to support its financial control framework.

AUDIT AND ALLIED MATTERS

Statutory Auditors:

Pursuant to the provisions of Section 139, 141, 142 of the Companies Act, 2013 and the rules made thereunder, M/s. G.P. Agrawal & Co., Chartered Accountants, Kolkata (Firm Registration No. 302082E), were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years at the 20th Annual General Meeting held in the year 2024, to hold office till the conclusion of the 25th Annual General Meeting to be held in the year 2029.

The Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed under the Companies Act, 2013 and the Chartered Accountants Act, 1949.

The Audit Report on the financial statements for the financial year ended 31st March, 2026, does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors' Report is self-explanatory and does not call for any further comments.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors had appointed M. Kumar Jain & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2025-26.

The Internal Auditors conduct a periodic review of the Company's operations and internal control systems. Their reports, findings, and recommendations are presented to the Audit Committee, which ensures the implementation of corrective actions and strengthening of internal control measures wherever required.

The Internal Audit function plays a key role in providing to the Board and the Management an objective assurance on the effectiveness of the Company's risk management, control, and governance processes.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had appointed M/s. RSG & Associates, Company Secretaries, (Prop - Ms. Sweta Gupta), to conduct the Secretarial Audit of the Company for the Financial Year 2025-26.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013, the Members of the Company at the 21st Annual General Meeting held on 24th September, 2025, had approved the appointment of Ms. Sweta Gupta (ACS No. 59873), Peer Reviewed Practicing Company Secretary and Proprietor of M/s. RSG & Associates, Company Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2025-26 up to FY 2029-30, based on the recommendation of the Audit Committee and approval of the Board of Directors.

The Secretarial Audit Report issued by M/s. RSG & Associates, Company Secretaries, in Form No. MR-3 for the Financial Year ended 31st March, 2026 is annexed to this Board's Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Audit:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained in the prescribed manner.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s. Sohan Lal Jalan & Associates, Cost Accountants, as the Cost Auditors of the Company for conducting the cost audit for the financial year 2026-27. The remuneration of Cost Auditor is subject to approval of members at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

The Company adheres to follow the best corporate governance. As per Regulation 34 read with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with a certificate received from the auditor's confirming compliance is annexed and forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the financial year under review, no significant or material orders were passed by any regulator, court, or tribunal which would impact the going concern status of the Company or its future operations.

The Company continues to comply with all applicable regulatory and statutory requirements in a timely and transparent manner.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has always believed in providing a safe and harassment-free workplace for every individual, including women. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Kritika Wires Limited has in place an Internal Complaints Committee (ICC) to address complaints of sexual harassment.

During the financial year ended 31st March, 2026, no complaint was received pertaining to sexual harassment.

The Company continues to conduct awareness programs and training sessions for employees to promote a respectful and inclusive workplace culture.

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 days

0

REMUNERATION RATIO TO DIRECTORS/KMP/EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - A, forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Kritika Wires Limited has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy to undertake socially responsible initiatives.

For the financial year 2025-26, the Company was required to spend an amount of ? 24.45 Lacs towards CSR activities. The Company has undertaken various projects in the areas of education, healthcare, and rural

development in accordance with its CSR Policy, which are aligned with Schedule VII of the Companies Act, 2013.

The detailed report on CSR activities and expenditure incurred during the year is provided as Annexure B to this Report, in the format prescribed under Rule 8 of the Companies (CSR Policy) Rules, 2014.

The CSR Policy is available on the website of the Company at www.kritikawires.com.

OTHER DISCLOSURES Secretarial Standards:

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as mandated under Section 118(10) of the Companies Act, 2013.

Proceeding pending under the Insolvency and Bankruptcy Code, 2016:

During the financial year under review, no application has been made, nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC) before the National Company Law Tribunal (NCLT) or any other competent authority. The Company has maintained a healthy financial position and has been regular in meeting its debt obligations.

Maternity Benefit:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

APPRECIATION & ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the continued support, cooperation, and trust reposed by the shareholders, customers, business associates, suppliers, bankers, financial institutions, regulatory authorities, and various stakeholders.

The Directors also acknowledge and appreciate the dedicated efforts and contribution of the employees at all levels, which has been instrumental in the Company's consistent performance and growth. Your directors look forward to your continued support and encouragement in the years ahead.