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Kranti Industries Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 107.40 Cr. P/BV 2.98 Book Value (Rs.) 28.22
52 Week High/Low (Rs.) 120/68 FV/ML 10/1 P/E(X) 0.00
Bookclosure 12/09/2024 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

Your Directors are pleased to present the Thirtieth (30th) Annual Report of the Company together with the Audited Financial
Statements (Consolidated and Standalone) for the Financial Year ended March 31,2025. In compliance with the applicable
provisions of Companies Act, 2013, (including any statutory modification(s) or amendments thereof, for time being in force)
("Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations”), this report covers the financial results and other developments during the financial year ended
March 31,2025, in respect of:

1. FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of your Company as on March 31,2025, are prepared in accordance with the relevant
applicable Indian Accounting Standards ("Ind AS”) and Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and other applicable
provisions of the Companies Act, 2013 ("Act”).

The financial performance of the Company for the financial year ended March 31,2025 is summarized below:

Particulars

Standalone

Consolidated

F.Y. 2024-25

F.Y. 2023-24

F.Y. 2024-25

F.Y. 2023-24

Revenue from Operations

7,221.19

8,333.14

7,848.56

9,028.59

Other Income

86.89

23.03

69.98

60.57

Total Revenue

7,308.08

8,356.17

7,918.54

9,089.16

Cost of Material Consumed

4,390.74

4,995.28

4,819.36

5,409.72

Changes in Inventories of Finished Goods
and WIP

(128.37)

90.52

(92.41)

183.76

Employee Benefits Expenses

1,226.84

1,205.39

1,276.84

1,244.39

Other Expenses

971.95

1,007.53

1,276.54

1,297.29

Finance Cost

334.98

303.61

399.12

386.27

Depreciation and Amortization Expenses

625.51

614.83

684.51

667.88

Total Expenditure

7,421.65

8,217.16

8,363.96

9,189.31

Profit/(loss) before Exceptional Items, and
Tax

-

-

(445.42)

(100.15)

Profit/(Loss) Before Tax

(113.57)

139.00

(445.42)

(100.15)

Less: Provision for Taxes

(a) Current Tax

-

19.95

-

19.95

(b) Deferred Tax

(38.52)

30.06

(137.35)

(105.65)

(c) Current Tax Expenses relating to Prior
years

0.34

(22.05)

0.34

(22.05)

Profit/(Loss) After Tax

(75.39)

111.04

(308.41)

7.60

Other Comprehensive Income / (Loss) for
the year

(7.92)

(0.79)

(7.92)

(0.79)

Total Comprehensive Income / (Loss) for
the period Before Minority Interest

(83.31)

110.25

(316.33)

6.80

Minority Interest and Share of Profits (Loss)
of Associates

-

-

(104.86)

(46.54)

Total Comprehensive Income / (Loss) of the
year

(83.31)

110.25

(316.33)

6.02

Note: Pursuant to the Scheme of Merger sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench
(Order No. C.A. (CAA)/190/MB/2023 dated February 19, 2025), Wonder Precision Private Limited, the wholly owned
subsidiary, has been merged with Kranti Industries Limited. Accordingly, the comparative financial figures for F.Y.
2023-24, including respective quarters, have been restated to reflect the Merger.

2. PERFORMANCE REVIEW:

2.1 Standalone Basis:

During the period under review, your Company has registered a total revenue of ' 7,308.08 Lakhs (approx.) as
compared to total revenue of ' 8,356.17 Lakhs (approx.) for the previous financial year 2023-24; whereas EBITDA,
for the financial year 2024-25 is ' 846.92 Lakhs (approx.) as compared to EBITDA of ' 1057.44 Lakhs (approx.)
for the previous financial year 2023-24 and net Profit/(Loss) Before Tax (PBT) for the financial year 2024-25 is
' (113.57) Lakhs as compared to ' 139.00 Lakhs for the financial year 2023-24.

2.2 Consolidated Basis:

During the period under review, your Company has registered a total revenue of ' 7,918.54 Lakhs (approx.) as
compared to total revenue of ' 9,089.16 Lakhs (approx.) for the previous financial year 2023-24; whereas EBITDA,
for the financial year 2024-25 is ' 638.21 Lakhs (approx.) as compared to EBITDA of ' 954.00 Lakhs (approx.)
for the previous financial year 2023-24 and net Profit/(Loss) Before Tax (PBT) for the financial year 2024-25 is '
(445.42) Lakhs as compared to ' (100.15) Lakhs for the financial year 2023-24.

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review, is
presented in a separate section forming part of the Annual Report.

4. STATE OF COMPANY'S AFFAIRS:

Discussion on state of Company's affairs has been covered as part of the Management Discussion and Analysis (MDA).
In which we have attempted to include discussion on all the specified matters to the extent relevant or within limits
that in our opinion are imposed by the Company's own competitive position.

5. DIVIDEND:

With a view to conserve capital the Board of Directors does not recommend any dividend for the current financial year
ended on March 31, 2025.

6. SHARE CAPITAL OF THE COMPANY:

6.1 Increase in Authorised Share Capital of the Company:

During the period under review, in order to facilitate the future capital requirements, if any, of the Company
and pursuant to the approval of the Shareholders at the 29th Annual General Meeting of the Company held on
September 12, 2024, the Authorised Share Capital of the Company was increased from ' 15,00,00,000/- (Rupees
Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares of ' 10/- (Rupees Ten only) each
to ' 25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares
of ' 10/- (Rupees Ten only) each.

Further, during the period under review, , the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench,
have, vide its Order No. C.A.(CAA)/190/MB/2023 dated February 19, 2025, approved the Scheme of Merger
by Absorption of Wonder Precision Private Limited ("Transferor Company”) with Kranti Industries Limited
("Company” / "Transferee Company”) and their respective shareholders, the Authorised Share Capital of the
Transferor Company was merged with that of the Transferee Company. As a result, the Authorised Share Capital
of the Company increased existing ' 25,00,00,000/- (Rupees Twenty-Five Crore only), divided into 2,50,00,000
(Two Crore Fifty Lakh) equity shares of ' 10/- (Rupees Ten only) each to ' 25,01,00,000/- (Rupees Twenty-Five

Crore One Lakh only), divided into 2,50,10,000 (Two Crore Fifty Lakh Ten Thousand) equity shares of ' 10/-
(Rupees Ten only) each.

Considering above changes, the Authorised Share Capital of the Company as on the March 31, 2025 is '
25,01,00,000/- (Rupees Twenty-Five Crore One Lakh only), divided into 2,50,10,000 (Two Crore Fifty Lakh Ten
Thousand) equity shares of ' 10/- (Rupees Ten only) each.

6.2 Increase in Paid up Share Capital of the Company:

During the period under review, pursuant to the approval of the members at the 29th Annual General Meeting
of the Company on September 12, 2024 and approval of Board of Directors in their meeting held on October
23, 2024, the Company has allotted 16,00,000 (Sixteen Lakh) Fully Convertible Warrants having a face value
of ' 10/- (Rupees Ten Only) each at an issue price of ' 80/- (Rupees Eighty Only), including a premium of '
70/-(Rupees Seventy Only) per warrant, aggregating to ' 12,80,00,000/- (Rupees Twelve Crore Eighty Lakh Only)
on preferential basis to Non-promoter group.

Thereafter, pursuant to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 upon receipt in aggregate of the balance 75% of the Issue Price i.e. ' 6,60,00,000 (Rupees
Six Crore Sixty Lakhs only) along with the requisite "Warrant Conversion application Form” from the respective
Allottees for the conversion of 11,00,000 (Eleven Lakh) convertible warrants, the Board of Directors of the
Company have at their meeting held on February 12, 2025 approved the allotment of 11,00,000 (Eleven Lakh)
Equity Shares having Face value of ' 10 (Rupees Ten only) each at an issue price of ' 80/- (Rupees Eighty only),
including Premium of ' 70/- (Rupees Seventy only) per share on a preferential basis upon exercise of option of
conversion of Warrants into equity shares by the respective allottees. Consequently, the Paid-Up Equity Share
Capital of the Company increased from ' 11,41,04,000/- (Rupees Eleven Crore Forty-One Lakhs Four Thousand
Only) divided into 1,14,10,400 (One Crore Fourteen Lakhs Ten Thousand Four Hundred) equity shares of ' 10/-
(Rupees Ten Only) to ' 12,51,04,000/- (Rupees Twelve Crore Fifty-One Lakhs Four Thousand Only) divided into
1,25,10,400 (One Crore Twenty-Five Lakhs Ten Thousand Four Hundred) equity shares of ' 10/- (Rupees Ten
Only) each.

Considering above allotment(s), the paid-up share capital of the company as on the March 31, 2025 is
' 12,51,04,000/- (Rupees Twelve Crore Fifty-One Lakhs Four Thousand Only) divided into 1,25,10,400 (One Crore
Twenty-Five Lakhs Ten Thousand Four Hundred) equity shares of ' 10/- (Rupees Ten Only) each.

Furthermore, after closure of the Financial Year 2024-25 and till July 31,2025, Evolution Capital Advisory Services
Private Limited, one of the Warrant holder allottees, exercised the option to convert additional 2,50,000 (Two
Lakh Fifty Thousand) fully convertible warrants into Equity Shares. Accordingly, the Board of Directors have at
their meeting held on April 29, 2025, approved the allotment 2,50,000 (Two Lakh Fifty Thousand) Equity shares
having Face value of ' 10 (Rupees Ten only) each at an issue price of ' 80/- (Rupees Eighty only), including
Premium of ' 70/- (Rupees Seventy only) per share on a preferential basis upon exercise of option of conversion
of warrants into equity shares by the respective allottees.

7. DEPOSITS:

During the year, the Company has not accepted any deposits from its members as prescribed under Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

There was no additional unsecured loan borrowed from the Directors of the Company during the Financial Year ended
on March 31,2025.

On the other hand, during the year, the company repaid ' 210 Lakhs to its respective directors and post adjustment
of interest amount, the closing balance of unsecured loan amount is stood to ' 244 Lakhs at the end of the year on
March 31,2025.

8. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profits for Financial Year 2024-25 in the retained
earnings.

9. LISTING:

The Equity Shares of the Company are listed on the following Stock Exchange:

Name and Address of Stock Exchange

ISIN

Script Code

BSE Limited (BSE)

Floor 25, P J Towers, Dalal Street, Mumbai - 400 001

INE911T01010

542459

The Annual Listing Fee for the Financial Year 2025-26 has been paid to BSE.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

10.1 Board of Directors:

The Board of the Company is consists of 06 (Six) Members, including 03 (Three) Independent Directors; 01 (One)
Non-Executive Woman Director, and 02 (Two) Executive Directors (including 01 Chairman & Managing Director
as well as 01 Whole-Time Director), and the same are detailed below:

Sr. No.

Name of the Directors

DIN No.

Designation

1

Smt. Indubala Subhash Vora

02018226

Non-Executive Woman Director

2

Mr. Sachin Subhash Vora

02002468

Chairman & Managing Director

3

Mr. Sumit Subhash Vora

02002416

Whole-Time Director

4

Mr. Prakash Vasant Kamat

07350643

Independent Director

5

Mr. Pramod Vinayak Apshankar

00019869

Independent Director

6

Mr. Satchidanand Arun Ranade

03525423

Independent Director

10.2 Retirement of Director by rotation

In accordance with the provisions of Section 152 of Companies Act, 2013 read with rules made thereunder and
Articles of Association of the Company, Mr. Sumit Subhash Vora (DIN: 02002416), Whole Time Director of the
Company is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The necessary resolution and brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI
Listing Regulations, for re-appointment of Mr. Sumit Subhash Vora forms part of the Notice convening the
ensuing 30th Annual General Meeting ("AGM”) of the Company scheduled to be held on Friday, September 12,
2025.

10.3 Key Managerial Personnel:

The following officials are the Key Managerial Personnels (KMP) of the Company in terms of Section 2(51) and
203 of the Companies Act 2013.

Sr. No.

Name of the Directors

Designation

1.

Mr. Sachin Subhash Vora

Chairman & Managing Director

2.

Mr. Sumit Subhash Vora

Whole-Time Director

3.

Mrs. Sheela Kailas Dhawale

Chief Financial Officer

4.

Mr. Bhavesh Subhash Selarka
(Resigned as on April 30, 2024)

Company Secretary and Compliance Officer

5.

Ms. Shraddha Nandkumar Phule
(Appointed on May 28, 2024)

Company Secretary and Compliance Officer

10.4 Changes in the Board and Key Managerial Personnel (KMP):

During the year under review, following changes took place in the Directors and Key Managerial Personnel of the
Company:

• Resignation of Company Secretary and Compliance Officer (KMP)

Mr. Bhavesh Subhash Selarka (ICSI Membership No. A42734) has, due to some personal reasons, resigned
from the post of Company Secretary and Compliance Officer (KMP) of the Company with effect from April
30, 2024. The Board places on its record the deepest gratitude and appreciation towards his valuable
contribution during his tenure.

• Appointment of Company Secretary and Compliance Officer (KMP)

The Board on the recommendation of Nomination and Remuneration Committee, has appointed Ms.
Shraddha Nandkumar Phule (ICSI Membership No. A67126) as a Company Secretary and Compliance
Officer (KMP) of the Company with effect from May 28, 2024.

• Re-appointment of Managing Director of the Company

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors at its
meeting held on February 12, 2025 re-appointed Mr. Sachin Subhash Vora (DIN: 02002468) as a Managing
Director of the Company for a period of 5 (Five) years from the expiry of his present term of office, i.e.; with
effect from November 26, 2025, not liable to retire by rotation, subject to approval of the shareholders,
which was latterly on March 21,2025, approved by the shareholders of the Company by way of passing a
Special Resolution through Postal Ballot.

• Re-appointment of Whole Time Director of the Company

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors at its
meeting held on February 12, 2025 re-appointed Mr. Sumit Subhash Vora (DIN: 02002416) as a Whole Time
Director of the Company for a period of 5 (Five) years from the expiry of his present term of office, i.e.; with
effect from November 26, 2025, subject to approval of the shareholders. , which was latterly on March 21,
2025, approved by the shareholders of the Company by way of passing a Special Resolution through Postal
Ballot.

Subsequent to closure of the year under review:

• Re-appointment of Independent Director

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors have,
at its meeting held on August 13, 2025, approved the re-appointment of Mr. Satchidanand Arun Ranade
as an Independent Director of the Company for the second consecutive term of five years from the expiry
of his present term of office i.e. with effect from April 06, 2026 and recommended to the Members of the
Company for his re-appointment together with the terms and conditions of such re-appointment.

The notice convening the ensuing 30th Annual General Meeting ("AGM”) of the Company scheduled to
be held on September 12, 2025 sets out the brief profile, other details and disclosures with respect to his
re-appointment.

• Appointment of Independent Director

The second term of Mr. Prakash Vasant Kamat (DIN: 07350643) as an Independent Director is set to expire
on November 12, 2025 upon attaining the age of 75 years. And also the second term of Mr. Pramod
Vinayak Apshankar (DIN: 00019869) will expire on February 12, 2026. In view of the upcoming vacancies
and to ensure continued compliance with the applicable regulatory requirements under the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations”) the Company have decided to appoint new Independent Directors on the Board of the

Company.Therefore, based on the recommendation of Nomination and Remuneration Committee and
in accordance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations,
the Board of Directors of the Company have at their meeting held on August 13, 2025, approved the
appointment of Mr. Vijay Shamrao Bodhankar (DIN: 05003810) and Mr. Rajasatyen Mohan Pardeshi (DIN:
00395173) as an Additional Directors, designated as an Independent Directors, for the first consecutive
term of 5 years starting with effective from August 13, 2025, to hold the office for a term up to August 12,
2030 (both days inclusive), subject to approval of Members at the ensuing AGM. They shall hold office as
an Additional Director, designated as an Independent Directors up-to the date of the ensuing AGM of
the Company. The notice convening the ensuing 30th Annual General Meeting ("AGM”) of the Company
scheduled to be held on September 12, 2025 sets out the brief profile, other details and disclosures in
relation to such appointments.

11. INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations”), Mr. Prakash Vasant Kamat (DIN: 07350643), Mr. Pramod
Vinayak Apshankar (DIN: 00019869), Mr. Satchidanand Arun Ranade (DIN: 03525423), are the Independent Directors
and Mr. Vijay Shamrao Bodhankar (DIN: 05003810) and Mr. Rajasatyen Mohan Pardeshi (DIN: 00395173) are the
Additional Directors (Independent Director) of the Company as on date of this report.

All the Independent Directors including Additional Directors (Independent Director) of the Company have given
requisite declarations as prescribed under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI
Listing Regulations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies
Act, 2013 along with relevant rules framed thereunder and also criteria of Independence mentioned under
Regulation 16(1)(b) of the SEBI Listing Regulations. Pursuant to the Regulation 25(8) of the SEBI Listing Regulations,
the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence.

The Company has received confirmation from all the Independent Directors regarding their registration on the
Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read
with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons
of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and
are independent to the management.

During the period under review, Independent Directors met on February 12, 2025 without the presence of Non¬
Independent Directors and all the Independent Directors have attended the said meeting.

The Board is of the opinion that the Independent Directors of the Company are professionally qualified and well
experienced in their respective domains and meet criteria regarding integrity, expertise, experience and proficiency.
Their qualification and vast experience in varied field helps in strengthening the Company's system and processes to
align the same with good industry practices and institutionalizing trends of Corporate Governance.

12. BOARD PERFORMANCE EVALUATION:

The annual evaluation of the Board of Directors, its committees, and individual Directors was conducted in compliance
with the Companies Act, 2013, and the SEBI Listing Regulations. The Board assessed the effectiveness of its operations,
committee performance, and individual contributions based on feedback from directors and committee members.

Independent Directors were evaluated by the entire Board, excluding the individual under assessment. The evaluation
encompassed various aspects such as responsibilities, competencies, strategic oversight, leadership tone, risk
identification and management, diversity, and the nature of business. A comprehensive discussion among Board
members covered governance, execution of duties, professional obligations, and overall Board culture.

Key factors considered in individual evaluations included directors' knowledge, independence in business decisions,
participation in strategic planning, constructive engagement with colleagues, and understanding of the company's
risk profile. Additionally, the Chairman's leadership, coordination, and guidance were specifically appraised.

These evaluation criteria align with the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India (SEBI). A separate meeting of Independent Directors was held to assess the performance of Non¬
Independent Directors and the Board as a whole. They also reviewed the Chairman's effectiveness, incorporating
perspectives from Executive and Non-Executive Directors.

The Board also assessed the quality, quantity and timeliness of flow of information between the Company management
and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations
were then discussed in the Board meeting and performance evaluation of Independent Directors was done by the
entire Board, excluding the Independent Director being evaluated.

13. FAMILIARIZATION PROGRAM FOR THE BOARD MEMBERS:

Refer para on Familiarization Programme in the Report on Corporate Governance for additional details.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, including rules made thereof and amendments thereunder,
the Board of Directors, to the best of their knowledge and based on the information and explanations received from
the management, confirm that:

a. in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no
material departures have been made from the same;

b. they have 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. they have 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. they have prepared the annual accounts of the Company on a going concern basis;

e. they have 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. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

15. AUDITORS AND AUDITOR'S REPORT:

A. STATUTORY AUDITOR'S:

The Members of the Company at the Twenty-Nineth (29th) Annual General Meeting of the Company held on
September 12, 2024, appointed
M/s. GMCS & Co., Chartered Accountants, (Firm Registration No. 141236W) as
Statutory Auditors of the Company for a first term of 5 (five) consecutive years to hold office from the conclusion
of this Twenty-Nineth (29th) AGM till the conclusion of the Thirty-Fourth (34th) AGM of the Company to be held
in the year 2029.

Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141
and other applicable provisions of the Act, and Rules issued thereunder (including any statutory modification (s)
or re-enactment(s) for the time being in force), from M/s. GMCS & Co., Chartered Accountants, (Firm Registration
No. 141236W).

Further in terms of Regulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, M/s. GMCS & Co., Statutory Auditors of your Company confirmed that they hold a valid certificate issued by
the 'Peer Review Board' of the Institute of Chartered Accountants of India.

M/s. GMCS & Co., has audited the books of accounts of the Company for the financial year ended March 31,2025
and expressed their unmodified opinion on the Standalone and Consolidated Financial Statements. The Notes
on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further
comments.

The Statutory Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers,
which would be required to be dealt with in the Boards' Report. The Auditors Reports for the financial year ended
March 31,2025 on the financial statements of the Company forms part of this Annual Report.

B. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. H. J. Patel and Co.,
a Company Secretaries from Pune, to conduct the Secretarial Audit of the Company for the Financial Year 2024¬
25. The Report of the Secretarial Audit is annexed herewith as
Annexure 'I'. The said Secretarial Audit Report
contains 1 observation as given follows:

Auditor Qualification 1->

The Company fails to submit to the stock exchange the disclosures of related party transaction within the time
period as prescribed under Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and such compliance was delayed by 03 days. The Company had received a notice via email
from the Stock Exchange for such non-compliance and also imposed fine for the same, which was, later on,
paid by the Company within the stipulated period as prescribed under SEBI Circular No. SEBI/HO/CFD/PoD2/
CIR/P/2023/120 dated July 11,2023.

Management Reply->

The delay in submission of the related party transactions XBRL was due to certain technical challenges and
inadvertently was delayed by 03 days. However, the Company has since complied with all relevant requirements
and has duly paid the penalty imposed by BSE Limited. The Board further assures that necessary steps will be
taken to prevent such occurrences in the future.

However, pursuant to the amended provisions of Regulation 24A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') vide SEBI
Notification dated December 12, 2024 and provisions of Section 204 of the Companies Act, 2013 ('Act') and Rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the
recommendation of Audit Committee, has approved and recommended the appointment of M/s. H. J. Patel
and Co., a Company Secretaries from Pune, a Peer Reviewed Company Secretary in Practice, as the Secretarial
Auditors of the Company for a term of five (5) consecutive years, to hold such office from the conclusion of this
30th Annual General Meeting up to the conclusion of 35th Annual General Meeting of the Company., subject
to approval by the Members at the ensuing AGM, on such remuneration (exclusive of applicable taxes and
reimbursement of out of pocket expenses), as may be mutually agreed between the Board of Directors of the
Company and the above-named Secretarial Auditors, from time to time.

Mr. Harsheet Jayesh Patel, Sole Proprietor of M/s H. J. Patel and Co. confirmed that he also holds a valid certificate
of Peer Review issued by the Institute of Company Secretaries of India ('ICSI').

The Company has received confirmation from Mr. Harsheet Jayesh Patel, Sole Proprietor of M/s H. J. Patel and Co.,
Company Secretaries from Pune to the effect that his appointment, if made, will be in accordance with the limits
specified under the Act and he satisfies the criteria specified in of Regulation 24A of the SEBI Listing Regulations.
The Board recommends to seek approval of the shareholders of the Company at the ensuing Annual General
Meeting.

C. COST AUDITOR:

During the period under review, the provisions relating to the Cost Auditor appointment was not applicable to
the Company.

D. INTERNAL AUDITOR:

During the period under review, Mr. Dilip Deshpande, have carried out internal audits periodically during the
Financial Year 2024-25 and submitted their reports to the Audit Committee. Their reports have been reviewed
by the Statutory Auditors and the Audit Committee.

16. INTERNAL FINANCIAL CONTROL:

Internal Financial Controls are an integral part of the management framework and processes that address financial and
financial reporting risks. The key internal financial control has been documented, automated wherever possible and
embedded in the respective business processes.

The management has put in place effective Internal Control Systems to provide reasonable assurance for:

• Management reviews and control self-assessments.

• Safeguarding assets and their usage.

• Continuous control monitoring by the concern expert officials at team.

• Maintenance of Proper Accounting Records and

• Adequacy and Reliability of the information used for carrying on Business Operations.

Key elements of the Internal Control Systems are as follows:

• Existence of Authority Manuals and periodical updating of the same for all Functions.

• Existence of clearly defined organizational structure and authority.

• Existence of Corporate Policies for Financial Reporting and Accounting.

• Existence of Management information system updated from time to time as may be required.

• Existence of Annual Budgets and Long-Term Business Plans.

• Existence of Audit System.

• Periodical review of opportunities and risk factors depending on the Global / Domestic Scenario and to undertake
measures as may be necessary.

The Company's internal control systems are commensurate with the nature of its business, the size and complexity of
its operations and such internal financial controls with reference to the Financial Statements are adequate.

The management is regularly reviewing the internal progress reports of the Company for performance review which
carried out in all the key areas of the operations. Additionally, the management approves all the future plans and
reports for significant issues raised by the Auditors. Regular reports on the business development, future plans and
projections are given to the Board of Directors.

In order to record day-to-day financial transactions and ensure accuracy in reporting thereof, the Company uses
an established Enterprise Resource Planning (ERP) system, which is equipped with 'maker and checker' mechanism
and has an audit trail of all transactions. Adequate controls and checks are built in the ERP system to integrate the
underlying books of account and prevent any kind of control failure. Periodical reports are regularly circulated for
perusal of Board of Directors of the Company for the appropriate action as required.

Normal foreseeable risks of the Company's assets are adequately covered by comprehensive insurance. Risk
assessments, inspections and safety audits are carried out periodically.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the 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 disclosures.

The Compliance Report along with Declaration by the Management is annexed as Annexure 'II' and Annexure 'III' to
this report.

17. CORPORATE GOVERNANCE:

In compliance with the Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the "SEBI Listing Regulations”), your Company is committed to maintain the highest
standards of Corporate Governance and adheres to the Corporate Governance requirements. The report on Corporate
Governance as stipulated under the SEBI -Listing Regulations, form part of the Annual Report as
Annexure IV. A
Certificate obtained from the Practicing Company Secretary, confirming compliance with the conditions of Corporate
Governance is attached to the report on Corporate Governance.

18. MEETINGS OF THE BOARD & COMMITTEES:

During the Financial Year 2024-25, the Board of Directors of your Company met 5 (Five) times to review strategic,
operational and financial performance of the Company. All the directors actively participated in the meetings and
contributed valuable inputs on the matters brought before the Board of Directors from time to time. A gist of Board
and Committee meetings held during the year along with attendance record of each Director forms part of the
Corporate Governance report
Annexure 'IV'.

The gap intervening between two meetings was within the time prescribed under the provisions of the Companies
Act, 2013 and other applicable laws.

19. COMMITTEES OF THE BOARD:

As on March 31,2025, the Company has formulated 03 (Three) Committees namely:

1. The Audit Committee,

2. The Nomination and Remuneration Committee

3. The Stakeholders Relationship Committee.

Details of composition, terms of reference and number of meetings held for respective committees are given in the
Report on Corporate Governance as
Annexure 'IV', which forms a part of this Annual Report. Further, during the year
under review, all recommendations made by the various committees have been accepted by the Board.

20. BOARD POLICIES:

The SEBI Listing Regulations mandate formulation of certain policies for listed companies. Accordingly, the Board of
Directors has, from time to time, framed and approved policies as required under the SEBI Listing Regulations as well
as under the Act.

Accordingly, the Board has also adopted below mentioned policies:

a. Code of Conduct for Independent Directors

b. Code of Conduct for Board of Directors and Senior Management of the Company

c. Risk Management Policy

d. Nomination and Remuneration Policy

e. Related Party Transaction Policy

f. Whistle Blower - cum- Vigil Mechanism Policy

g. Policy on Determination of Materiality

h. Insider Trading Policy

i. Code of Practices and Procedure for Fair Disclosure of Undisclosed Price Sensitive Information

j. Prevention of Sexual Harassment of Women at Workplace Policy

k. Familiarization Programme for Independent Directors

l. Policy on Preservation of Documents

m. Criteria for making payment to Non- Executive Directors

n. Policy for Determining Material Subsidiary

All above named policies and codes are available on our Company website as mentioned below:
https://krantiindustries.com/investors/

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The management of your Company would like to share the highlights of its performance review on the conservation
of energy, technology absorption, foreign exchange earnings and outgo, as below:

A. CONSERVATION OF ENERGY/ RESOURCES:

The Company remains committed in its pursuit of enhancing energy conservation across all operations. We
prioritize strict adherence to statutory requirements while proactively implementing sustainable initiatives
to foster a better environment. These efforts underscore our commitment to responsible corporate and our
dedication to minimizing environmental impact through continuous improvement in energy efficiency and
conservation practices.

I. Steps taken or impact on conservation of energy:

Various measures have been undertaken to improve energy efficiency, including;

i. Company has Installed solar panels across all units for in-house renewable energy generation.

ii. All new installations and replacements at our units utilize energy-efficient LED lights, contributing to
significant energy savings.

iii. Measures to minimize compressed air losses, including leakage control and installation of efficient
compressed air dryers.

iv. A Capacitor Panel with Harmonic Filters has been installed at the load side to enhance power factor and
reduce energy losses.

II. Steps taken by the Company for utilizing alternate sources of energy:

The Company has made substantial investments in alternative energy sources, notably:

• Solar Energy: A 225KWp solar panel system generating 300MWh for captive consumption, offering a cost-
effective and sustainable energy solution.

III. Capital investment on energy conservation equipment's:

The Company continues to invest in energy conservation equipment and practices, including the use of
secondary sources like gensets to minimize daily electricity consumption. Our facilities leverage natural resources
such as ample sunlight and natural air circulation to optimize energy efficiency in machining operations. Strict
monitoring of electricity usage ensures responsible and efficient energy utilization across all processes.

Water Management:

The Company is dedicated to rainwater conservation, implementing a system that collects rainwater from
rooftops and channels it into an underground water tank with a capacity of approximately 30,000 liters. This
initiative not only reduces reliance on municipal water but also supports sustainable water management
practices, contributing to the preservation of natural resources.

Waste Management:

The Company promotes responsible waste management practices by emphasizing reuse, recycling, and
appropriate disposal methods. Our initiatives aim to minimize waste generation and maximize material reuse or
recycling wherever feasible. By adopting these measures, we actively reduce our environmental footprint and
promote a cleaner, healthier planet.

Health, Safety and Environment:

The Company has established an internal committee dedicated to ensuring comprehensive health, safety, and
environmental standards within our operations. Our commitment is to maintain a secure and healthy workplace
for employees and contractors alike, with rigorous adherence to environmental regulations.

We are pleased to report zero accidents or fatalities on our premises during the past year, underscoring our
commitment to safety, operational excellence, and sustainable practices.

B. TECHNOLOGY ABSORPTION:

The Company is dedicated to fostering a culture of innovation driven by technology and places a strong
emphasis on cultivating this mindset throughout the organization. In line with the same Company in March
2024 Company was recognised by ACMA Excellence Awards & 09th Technology Summit 2024 as winner for
Excellence in "Digitalization”.

We are equipped with cutting-edge operating machines and highly precise equipment for both production and
quality management. Our commitment to delivering excellence is supported by a dedicated quality team that
brings enthusiasm and tireless dedication to ensuring the highest standards of quality and service. This team
works along with state-of-the-art quality equipment essential for our Machine Shop operations.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

Exchange Earnings during the year under review Foreign Exchange Earning of ' 227.41 Lakhs (Approx.) and
Foreign Exchange Outgo during the year is given below.

(In ' Lakh)

Particulars

As on March 31, 2025

As on March 31, 2024

Spares for Repairs

NIL

0

Travelling Expense

NIL

0.79

Advance for Capital Goods & Material

NIL

42.43

Packaging Material

NIL

0

Consumables

NIL

0

Value of Imports calculated on CIF Basis:

Particulars

As on March 31, 2025

As on March 31,2024

Capital Goods

365.24

276.44

Raw Material

NIL

0

22. PARTICULARS OF REMUNERATION OF DIRECTORS AND CERTAIN SPECIFIED EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
as amended, containing, inter alia, the ratio of remuneration of each Director to the median of the employees'
remuneration and percentage increase/decrease in the remuneration of each Director and Key Managerial Person are
annexed to this Board Report as
Annexure 'V'.

In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees drawing remuneration
in excess of the limits set out in the said rules.

23. ANNUAL RETURN:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company prepared in
accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules,
2014 (as amended), is placed on the website of the Company and is accessible at the web-link: https://krantiindustries.
com/investors/

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

The details of Inter Corporate Loans, Guarantees and Investments made by the Company as prescribed under Section
186 of the Companies Act, 2013 forms part of the notes to the Audited financial statements of the Company.

25. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR 2024-25:

Neither any application has been made nor has any proceeding been pending against the Company under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2024-25.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the period under review, the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, vide its Order
No. C.A.(CAA)/190/MB/2023 dated February 19, 2025, has approved the Scheme of Merger by Absorption of Wonder
Precision Private Limited ("Transferor Company”) with Kranti Industries Limited ("Company”/ "Transferee Company”)
and their respective shareholders under the provisions of Sections 230 to 232 and other applicable provisions of the
Companies Act, 2013 read with the Rules framed thereunder.

27. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING AND CODE OF PRACTICES AND PROCEDURE FOR
FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION:

Your Company has adopted a Code of Conduct for Prohibition of Insider Trading ("PIT Code”) in terms of the Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations”). The Company
has also formulated a 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
("UPSI Code”)' in compliance with the SEBI PIT Regulations. The PIT Code and UPSI Code is applicable to all directors,
employees, designated persons, connected persons and their immediate relatives, who have access to unpublished
price sensitive information relating to the Company. The aforesaid Codes are uploaded on the Company's website
and can be accessed by using following web link at:

PIT Code

https://krantiindustries.com/wp-content/uploads/2024/03/INSIDER-TRADING-POLICY.pdf

UPSI Code

https://krantiindustries.com/wp-content/uploads/2024/03/CODE-OF-PRACTICE-PROCEDURE-

FOR-FAIR-DISCLOSURE-OF-UPSI.pdf

In addition to the above, the company also maintains a Structured Digital Database in terms of Regulation 3(5) of the
SEBI PIT Regulations containing the nature of UPSI and the name of persons sharing the information, names of persons
with whom information is shared along with the Permanent Account Number (PAN).

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report is
not applicable to your Company.

29. CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the Company's nature of business.

30. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the
independence of the Board and separate its functions of governance and management. The Board of the Company
consists of 06 (Six) Members, including 03 (Three) Independent Directors; 01 (One) Non-Executive Woman Director,
and 02 (Two) Executive Directors (including 01 Chairman & Managing Director as well as 01 Whole-Time Director).

The Board of Directors of the Company has formulated the Nomination and Remuneration Policy which is available
on the Website of the Company and can be accessed by using web link at https://krantiindustries.com/wp-content/
uploads/2024/03/NOMINATION-AND-REMUNERATION-POLICY.pdf

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during Financial Year 2024-25 with related parties
were on an arm's length basis and in the ordinary course of business. There were no material Related Party Transactions
(RPTs) undertaken by the Company during the year that requires Shareholders' approval under Regulation 23(4) of the
SEBI Listing Regulations or Section 188 of the Act. The approval of the Audit Committee was obtained for all RPT's.
Certain transactions which were repetitive in nature were approved through omnibus route. All the transactions were
in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

During the year under review, the Company had not entered into any contract / arrangement / transaction with
related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188
of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The details of Related Party Transactions (RPT) are
provided in the financial statements of the Company.

During the Financial Year 2024-25, the Non-Executive Directors of the Company had no pecuniary relationship or
transactions with the Company other than sitting fees, as applicable except Smt. Indubala Subhash Vora who has
given unsecured loan to the company as mentioned in the Financial Statement under Loan from Directors.

32. RISK MANAGEMENT SYSTEM:

The Company has a robust risk management framework comprising risk governance structure and defined risk
management processes. The risk governance structure of the Company is a formal organization structure with defined
roles and responsibilities for risk management.

The processes and practices of risk management of the Company encompass risk identification, classification, and
evaluation. The Company identifies all strategic, operational, and financial risks that the Company faces, by assessing
and analyzing the latest trends in risk information available internally and externally and using the same to plan for risk
activities.

Pursuant to Section 134(3)(n) of the Companies Act, 2013, a Risk Management Policy has been framed by the Board in
terms of the requirement of the Act, the Board has developed and implemented the Risk Management Policy and the
Board reviews the same periodically.

Following are the major risk concerns:

Competition: Some of the Company's business segments operates in a competitive environment and some of the
Company's customers pursue a policy of maintaining more than one source for a product/ service. The Company's
senior management team closely monitors the market and devises the various strategies to stay ahead of the
competition.

Economy: The economy is still susceptible to the challenging global economic environment of increased trade
tensions, protectionism and slow down. It is also constrained by fiscal profligacy and implementation delays, weak
financial sector.

Automobile Industry: The fortunes of the automobile industry are cyclical and the demand for vehicles are vulnerable
to the interest rates and liquidity.

Risk Mitigation Measures: As already mentioned the Company adopts the policy of risk diversification by broadening
its products, services, market and customer base. The Company over the years built a good design, engineering and
product development team. This has enabled the Company to come out with new products and services and in the
contract manufacturing space, the company is able to position itself as a one-stop solution provider to its customers. In
addition, the Company has steadily invested over the years to build up world class manufacturing and testing facilities
at Pirangut and other plants. The state-of-the-art machines, continuous improvement in the production processes,
constant upgradation of employee skill levels, backward integration to tool, die and fixture making and JIT deliveries
have created a strong competitive advantage for the Company.

Our senior management teams review the risks faced by the Company and monitor the development and deployment
of risk mitigation action plans and the status is updated to the members of the Audit Committee and the Board of
Directors on regular basis.

This Policy seeks to minimize the adverse impact of these risks, thus enabling the Company to control market
opportunities effectively and enhance its long-term competitive advantage. Several risks can impact the achievement
of a particular business objective. Similarly, a single risk can also impact the achievement of several business objectives.

The focus of risk management is to assess risks and deploy mitigation measures. This is done through periodic review
of the risk and strategy of the Board.

During the last financial year, the Company's risk management practices were primarily focuses on the effectiveness
of strategic programs in improving our competitive position which provides unique place to the Company in today's
competitive business world, our good team of employees and professionals always prepared to address any incidents
that may cause business disruptions to our physical and technological model, strengthening internal control to detect
fraudulent activity, leadership development and monitoring possible impact of changes in our regulatory environment.

The Risk Management Policy, inter alia, includes identification therein of elements of risk, including Cyber Security and
related risks as well as those risks which in the opinion of the Board may threaten the existence of the Company. The
Risk management process has been established across the Company and is designed to identify, assess and frame a
response to threats that affect the achievement of its objectives. The Company has made a comprehensive approach
to risk management, fully integrating risk management with strategic, financial and customer management so that
goals and responsibilities are aligned across the Company.

The Board manages risk systematically across the entire enterprise as well as at the business and transaction level.
This comprehensive approach is designed to ensure that risk-based decision-making is appropriate at all levels of the
organization.

33. VIGIL MECHANISM:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board
of Directors have formulated a Whistle Blower cum Vigil Mechanism Policy which is in compliance with the provisions
of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Under the policy, the Directors and Employees are free
to report any violation of the applicable laws and regulations and the code of conduct of the Company.

The Vigil Mechanism of your Company provides for adequate safeguards against victimization of Whistle blowers who
avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional
cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the
website of your Company at: https://krantiindustries.com/wp-content/uploads/2025/02/KIL-WHISTLE-BLOWER-CUM-
VIGIL-MECHANISM-POLICY-FEB-2025.pdf

During the year under review, the Company has not received any complaints under the Whistle Blower cum Vigil
Mechanism Policy.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

Your Company is committed to create and maintain a secure work environment where its employees, agents,
vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and
intimidation. To empower women and protect women against sexual harassment, and as per the requirement of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act”) and Rules
made thereunder, a Prevention of Sexual Harassment of Women at Workplace (POSH) Policy had been made and
Internal Complaints Committee had been set up.

All the employees (permanent, temporary, trainees) are covered under this policy. The Policy for prevention of Sexual
Harassment is available on the Company's website at: https://krantiindustries.com/wp-content/uploads/2025/03/KIL-
POSH-POLICY-FEB-2025.pdf

This policy allows employees to report sexual harassment at the workplace. The Internal Complaint Committee ('ICC')
is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process with clear
timelines. To build awareness in this regard, the Company has been conducting various programs on a continuous
basis.

Further, as per the Ministry of Corporate Affairs recent notification dated May 30, 2025, the Details and Status of
Complaints pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 are mentioned below.

Sr. No.

Particulars

Remarks

a.

Number of complaints of sexual harassment received in the year;

NIL

b.

Number of complaints disposed-off during the year;

NIL

c.

Number of cases pending for more than ninety days.

NIL

35. COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961.

Your Company remains fully compliant with the provisions of the Maternity Benefit Act, 1961. During the review
period, no employee filed claims under the Act. However, the Company continues to uphold robust policies and
systems to support eligible women employees, ensuring the continued provision of maternity leave benefits. The
Human Resources department diligently monitored compliance under the Act.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

During the period under review, your Company as on April 18, 2025 has acquired additional 7,31,461 (Seven Lakh
Thirty-One Thousand Four Hundred Sixty-One) Equity Shares of "Preciso Metall Private Limited” ("PMPL”) representing
4.84% of the total paid-up share capital of the PMPL, for a total consideration of ' 73,14,610/- (Rupees Seventy-Three
Lakh Fourteen Thousand Six Hundred Ten Only). This acquisition was made pursuant to the acceptance of the Rights
Issue Offer Letter and Renunciation requests of PMPL.

Following this acquisition, the total shareholding of the Company in PMPL stands at 39,29,666 (Thirty-Nine Lakh
Twenty-Nine Thousand Six Hundred Sixty-Six) equity shares of ' 10/- (Rupees Ten Only) each, constituting 59.84% of
total paid-up share capital of the PMPL. Further, as indicated in the previous year's Annual Report, also note that the
PMPL was already a subsidiary company with prior holding of 55%.

37. DETAILS OF SUBSIDIARIES & ASSOCIATE:

During the period under review, the Hon'ble National Company Law Tribunal, Mumbai Bench, has, vide its Order
No. C.A.(CAA)/190/MB/2023 dated February 19, 2025, approved the Scheme of Merger by Absorption between
Wonder Precision Private Limited ("Transferor Company”) with Kranti Industries Limited ("Company”/ "Transferee
Company”) and their respective shareholders under the provisions of Sections 230 to 232 and other applicable

provisions of the Companies Act, 2013 read with the Rules framed thereunder, and consequently, ceased to be the
Wholly Owned Subsidiary of the Company with effect from March 12, 2025 upon the scheme becoming effective.

Subsequent to year end, your Company has acquired additional 7,31,461 (Seven Lakh Thirty-One Thousand Four
Hundred Sixty-One) Equity Shares of "Preciso Metall Private Limited” ("PMPL"), a Subsidiary Company representing
4.84% of the total paid-up share capital of the PMPL, for a total consideration of ' 73,14,610/- (Rupees Seventy-Three
Lakh Fourteen Thousand Six Hundred Ten Only) pursuant to the acceptance of the Rights Issue Offer Letter and
renunciation requests for PMPL.

As on March 31, 2025, the Company has 1 Subsidiary Company and 1 Associate Company whose details are given
below:

Name of the Entity

Nature

Date on becoming a
subsidiary

Date of cessation of
subsidiary

WONDER PRECISION PRIVATE LIMITED

Wholly-Owned
Subsidiary (WOS)

March 31,2013 (WOS
on May 31,2022)

March 12, 2025
(Merged with KIL)

KRANTI SFCI PRIVATE LIMITED

Associate

December 17, 2018

-

PRECISO METALL PRIVATE LIMITED

Subsidiary

April 11,2023

-

Details of Subsidiaries and Associate Company in FORM AOC-1 is annexed as Annexure 'VI' to Board's Report.

38. SCHEME OF ARRANGEMENT:

Merger by Absorption of Wonder Precision Private Limited with the Company:

The Board of Directors in its meeting held on May 27, 2023 approved the scheme of Merger by Absorption of Wonder
Precision Private Limited (WPPL), a wholly owned subsidiary with Kranti Industries Limited ("Scheme"). Thereafter, the
application of Scheme of Merger by absorption was approved by the Hon'ble National Company Law Tribunal (NCLT).

During the period under review, the Hon'ble National Company Law Tribunal issued an order on July 10, 2024,
adjourning the final hearing date to August 14, 2024, regarding the Scheme of Merger by Absorption of Wonder
Precision Private Limited ("Transferor Company") with Kranti Industries Limited ("Transferee Company").

Following several Adjournment orders, the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT") vide its
Order No. C.A.(CAA)/190/MB/2023 dated February 19, 2025 ("Order") has sanctioned / approved the Scheme of Merger
by Absorption between Wonder Precision Private Limited ("Transferor Company") with Kranti Industries Limited
("Company"/ "Transferee Company") and their respective shareholders ("Scheme") under the provisions of Sections 230
to 232 and other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder. Whereas
the appointed date for the merger is April 01,2023.

The filing of Certified Copy of the Order of Hon'ble NCLT under Section 230 to 232 and other applicable provisions of
the Companies Act, 2013, sanctioning the above Scheme with the Registrar of Companies, Pune ("ROC") in form INC-
28 by the Transferor Company and the Transferee Company respectively has been completed on March 12, 2025 and
consequently Wonder Precision Private Limited being the Transferor Company dissolved and ceased to be the Wholly
owned Subsidiary of the Company.

39. SECRETARIAL STANDARDS:

The Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating
effectively.

40. GREEN INITIATIVE:

In compliance with the Ministry of Corporate Affairs (MCA) Circulars and SEBI Circular dated May 12, 2020, the Annual
Report 2024-25, the Notice of the 30th Annual General Meeting ("AGM"), and instructions for e-voting are being sent

through electronic mode to those members whose email addresses are registered with the Company / depository
participant(s) and a letter containing the detailed web-link of Annual Report has been sent to those members whose
email addresses are not registered with the Company / depository participants(s).

We urge members to support our commitment to environmental protection by choosing to receive the Company's
communication through email. Members holding shares in demat mode, who have not registered their email
addresses are requested to contact their respective Depository Participants ("DP”) and register their email addresses
with their respective DP, as per the process advised by their respective DP.

41. E-VOTING/BALLOT VOTING:

In terms of requirements of the Companies Act, 2013 and the relevant rules made there under, the Company has
provided 'remote e-voting' (e-voting from a place other than venue of the AGM) facility through National Securities
Depository Limited for all members of the Company to enable them to cast their votes electronically, on the resolutions
mentioned in the notice of the 30th Annual General Meeting of the Company.

42. GENERAL SHAREHOLDERS INFORMATION:

Annual General Meeting

30th AGM of Kranti Industries Limited

Date

Friday, September 12, 2025

Time

03:30 PM.

Mode

Physical

Venue

At the Registered Office of the Company at Gat No. 267/B/1, Post Pirangut, Taluka
Mulshi, District- Pune- 412115

Financial Year Reported

April 01,2024 to March 31,2025

Cut-Off date for Notice

Friday, August 08, 2025

Cut-Off date for E voting

Friday, September 05, 2025

Date of Book Closure

Saturday, September 06, 2025 to Friday, September 12, 2025

E-voting Period

Tuesday, September 09, 2025 to Thursday, September 11,2025

Stock Code

542459

ISIN

INE911T01010

CIN

L29299PN1995PLC095016

The Company publishes its quarterly, half-yearly, and annual key financial results in widely circulated newspapers, both
in English and the regional language. Additionally, these financial results are made available on the Company's official
website at https://krantiindustries.com/investors/.

All disclosures as required under the SEBI Listing Regulations are made to respective Stock Exchanges where the
securities of the Company are listed. The same are also available on the Company's website at https://krantiindustries.
com/investors/

43. GENERAL DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no
transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except
Employees' Stock Options Schemes referred to in this Report.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees
or by trustees for the benefit of employees.

• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or
commission from any of its subsidiaries.

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

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no change in the nature of business of the Company.

• The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings),
plant, equipment, other assets and third parties.

44. CAUTIONARY STATEMENT:

Statements in this "Management Discussion & Analysis” which seek to describe the Company's objectives, projections,
estimates, expectations or predictions may be considered to be "forward looking statements” within the meaning
of applicable securities laws or regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make a difference to the company's operations include global and Indian demand-supply
conditions, finished goods prices, stock availability and prices, cyclical demand and pricing in the company's markets,
changes in the government regulations, tax regimes, economic developments within India and countries with which
the company conducts business besides other factors, such as litigation and other labour negotiations.

45. ACKNOWLEDGEMENT:

The directors express their gratitude to customers, vendors, dealers, investors, business associates and bankers for their
continued support during the year. We place on record our appreciation of the commitment and contribution made
by the employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity,
cooperation and support.

We thank the Government of India, the State Governments and statutory authorities and other government agencies
for their support and look forward to their continued support in the future.

For and on Behalf of Board of Directors
KRANTI INDUSTRIES LIMITED

Sd/- Sd/-

SACHIN SUBHASH VORA SUMIT SUBHASH VORA

DIN: 02002468 DIN: 02002416

Chairman & Managing Director Whole-Time Director

Date: August 13, 2025
Place: Pune


 
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