Board's Report

Dear Members,

The Board of Directors have pleasure in presenting the 06^th Annual Report of the Company along with audited financial statements
for the financial year ended March 31,2023.

1. FINANCIAL RESULTS

The Company's financial (Standalone) performance for the year ended March 31,2023 is summarised below:

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the year, the total income of has increased to
D7241.39 Lakhs as against D1871.71 Lakhs of the previous
year. The profit after tax for the financial year 2022-23 has
increased to D934.26 Lakhs as against D150.55 Lakhs in the
previous financial year.

In spite of challenging business environment and
unprecedented inflationary pressures coupled with supply
chain constraints, the Company has registered robust
growth during the year. Revenue from operations jumped
by 288.50 %, EBITDA increased by 584.67% and Net Profit
scaled by 520.55%. Adding more clients to the clientele list
helped in increasing the sales volumes substantially.

The company has recently ventured into international
business as part of balancing the geographic presence in
the future which will reduce the risk of higher concentration
of business from a particular country or region.

The Company has also identified promising areas which
have the potential to scale up the revenue which includes
the business opportunities from Government contracts.

The Company successfully completed its maiden IPO, which
received an overwhelming response from the investors.
This achievement demonstrates success and credibility of
our business model and strategies.

A more detailed explanation on the business and the
performance of the Company has been provided in the
Management Discussion and Analysis Report, which is
forming part of the Annual Report as Annexure- I.

3. DIVIDEND:

The Company is in the growth phase and expanding
business activities. Thus, to fund the expansion projects,
acquisition and to augment working capital requirements,
your directors do not recommend any dividend for the
financial year ended March 31,2023.

To bring transparency in the matter of declaration of
dividend and protect the interests of investors, the
company had adopted a Dividend Policy since listing of its
shares. The policy has been displayed on the Company's
website at link https://Krishcastrapping.com

In the absence of any declaration of dividend in the past, the
Company does not have any unpaid/unclaimed dividend
coming under the purview of Section 124(5) of the Act to
be transferred to Investors Education and Protection Fund
("IEPF") of the Central Government.

4. TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves
during the year under review.

5. MATERIAL CHANGES AND COMMITMENT IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year of the
Company to which the financial statements relate and the
date of this report, which forms part of this report.

6. CHANGE IN STATUS OF THE COMPANY

The Company was converted into a Public Limited
Company pursuant to approval of the Shareholders at
an Extraordinary General Meeting held on December 12,
2022 and consequently, the name of our Company was
changed to "Krishca Strapping Solutions Limited"' and
a Fresh Certificate of Incorporation consequent upon
conversion from Private Company to Public Company
was issued by Registrar of Companies, Chennai dated
December 29, 2022 with Corporate Identification Number
U74999TN2017PLC119939.

7. CHANGE IN THE NATURE BUSINESS

There has been no change in the nature of business of the
Company in the Financial Year under review.

8. CHANGE IN CAPITAL STRUCTURE

During the year, the Authorised Share Capital of the
company has been increased from Rs. 5 (Five) Crores divided
into 50,00,000 equity shares of Rs.10 each to Rs. 10 (Ten)
Crores divided into 1,00,00,000 equity shares of Rs.10 each.
The Authorised Share Capital has further increases to Rs.
10 (Ten) Crores divided into 1,00,00,000 equity shares of
Rs.10 each to Rs. 15 (Fifteen) Crores divided into 1,50,00,000

equity shares of Rs.10 each. Consequential amendments
were made in the Memorandum and Articles of Association
of the Company.

During the year, the issued, subscribed & paid up Equity
Share Capital has increased from Rs. 5,00,00,000 (Five Crore)
divided into 50,00,000 equity shares of Rs.10 each to Rs.
8,75,00,000 (Eight Crore Seventy Five Lakhs) divided into
87,50,000 (Eighty Seven Lakhs fifty Thousand) Equity Shares
of Rs.10/-each as on 31st March,2023.

9. ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT
ESOP AND SWEAT EQUITY SHARE:

a. BUY BACK OF SECURITIES: The Company has not
bought back any of its securities during the year under
review.

b. SWEAT EQUITY: The Company has not issued any
Sweat Equity Shares during the year under review.

c. BONUS SHARES: During the year, the Company has
issued bonus shares to its shareholders , in the ratio
of 3 : 4, i.e., Three (03) shares of Rs.10/- for every Four
(04) existing equity shares by capitalizing a sum of
Rs.3,75,00,000/- (Rupees Three Crores Seventy Five
Lakhs only) out of Rs.4,00,00,000/- (Rupees Four
Croress Only) standing to the credit of free reserves
as on February 15, 2023 by issuing 37,50,000 equity
shares of Rs.10/- each as fully paid-up to the eligible
shareholders..

d. EMPLOYEES STOCK OPTION PLAN: The Company
has not provided any Stock Option Scheme to the
employees.

e. INITIAL PUBLIC OFFER (“IPO"): After the closing
of the financial year, your Company has issued a
Prospectus dated 22nd May, 2023 as part of raising
capital from the public through an IPO. The offer to
the public consisted of fresh issue of shares to the tune
of 33,20,000 Equity Shares of face value of Rs. 10/- each.
The Company raised Rs. 17,928 Lakhs through IPO
wherein 33,20,000 Equity Shares of face value of
Rs. 10/- each, issued at a price of Rs. 54/- per share
(including a share premium of Rs. 44/- per equity share
was offered to the public for subscription. The issue

witnessed unprecedented demand from the public
where the IPO was oversubscribed by 384.29 times.
Post allotment of shares issued through IPO, the paid
up share capital of the Company has been increased
from Rs.8,75,00,000/- consisting of 87,50,000 Equity
Shares to Rs.12,07,00,000/- consisting of 1,20,70,000
Equity Shares May 02, 2023. The equity shares got
listed on May 26, 2023 on the SME Platform of National
Stock Exchange of India Limited viz., NSE EMERGE.

f. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL
RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE:-

The Company has not issued any equity shares with
differential rights as to dividend, voting or otherwise.

g. ISSUE OF SHARES (INCLUDING SWEAT EQUITY
SHARES) TO EMPLOYEES OF THE COMPANY UNDER
ANY SCHEME: The Company has not issued any shares
(including sweat equity shares) to employees of the
Company under any scheme.

10. UTILIZATION OF FUNDS RAISED THROUGH PUBLIC
ISSUE

The Company had raised funds through Initial Public
Offer (IPO) during May 2023 where the equity shares are
listed on EMERGE Platform of National Stock Exchange of
India Ltd. The proceeds of aforesaid issue is being utilized,
for the purpose for which it was raised by the Company
in accordance with the terms of the issue. As on date of
this report there was no deviation(s) or variation(s) in the
utilization of public issue proceeds from the objects as
stated in the prospectus dated May 22, 2023

11. PUBLIC DEPOSITS

The Company has not accepted any deposits from public
falling within the ambit of section 73 and Section 76 of the
Act, read with the Companies (Acceptance of Deposits)
Rules, 2014. Hence, no disclosure is required under Rule
8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

12. BORROWINGS

As on March 31, 2023, an amount of D1209.33 Lakhs was
outstanding towards borrowings, which comprises of both
secured and unsecured loans.

13. SECRETARIAL STANDARDS

The Company is in compliance with the applicable
Secretarial Standards i.e. SS-1 and SS-2, relating to
'Meetings of the Board of Directors' and 'General Meetings',
respectively issued by the Institute of Company Secretaries
of India ('ICSI') and approved by the Central Government
under Section 118 (10) of the Act for the Financial Year
ended 2022-23.

14. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013,
with respect to Directors' Responsibility Statement it is
hereby confirmed that:

a) in the preparation of the annual accounts for the year
ended March 31, 2023, the applicable accounting
standards read with requirements set out under
Schedule III to the Act have been followed and there
are no material departures from the same;

b) the Directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at March 31,2023 and of the profit of the
Company for the year ended on that date;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a
going concern basis;

e) the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

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

15. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED
UNDER SECTION 186 OF THE ACT

The Company has not given any Loans, made any
Investments, given any Guarantees and provided any
Securities during the Financial Year under Section 186 of
the Act.

16. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES UNDER SECTION 188(1) OF THE ACT

With reference to Section 134(3)(h) of the Act, all contracts,
and arrangements with related parties under Section 188(1)
of the Act, entered by the Company during the financial
year, were approved by the Audit Committee and wherever
required, also by the Board of Directors. No contract or
arrangement required approval of shareholders by a

resolution. Further, during the year, the Company had
not entered into any contract or arrangement with
related parties which could be considered 'material' (i.e.
transactions entered into individually or taken together
with previous transactions during the financial year,
exceeding rupees one thousand crore or ten percent of
the annual consolidated turnover as per the last audited
financial statements of the Company, whichever is lower)
according to the policy of the Company on materiality of
Related Party Transactions.

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, hence
the disclosure under Form AOC-2 is not applicable to the
Company.

You may refer to Related Party transactions in Note No. 22 of
the Standalone Financial Statements for more details.

17. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section
134(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 as amended
from time to time, the Annual Return of the Company as on
31^st March, 2023 is available on the Company's website and
can be accessed at https://Krishcastrapping.com

18. BOARD OF DIRECTORS

Composition of the Board as at March 31,2023, company's
Board consists of 08 members. Besides the Chairman, who
is an Executive Promoter Director, the Board comprises
of one Executive Promoter Director (Woman Executive
Director), one Executive Director and Two Non-Executive
Non-Independent Directors and three Non-Executive
Independent Directors. Brief profile of Directors is available
at Company's website at https://Krishcastrapping.com.
The composition of the consists of a combination of
Executive and Non-Executive Directors and not less than
1/3rd of the Board comprising of Independent Directors.

19. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF
DIRECTORS

During the Financial Year 2022-23, the Company held 18
(Eighteen) board meetings of the Board of Directors as
per Section 173 of Companies Act, 2013, viz 30th April,
2022, 20th June, 2022, 21st July, 2022, 01st August, 2022,
19th September, 2022, 20th September, 2022,
07th October, 2022, 14th October, 2022, 22nd November,
2022, 30th November, 2022, 06th December, 2022,
09th December, 2022, 31st December, 2022 (two meetings),
16th February, 2023, 20th February, 2023, 27th February,
2023 and 03rd March 2023., The provisions of Companies
Act, 2013 were adhered to while considering the time gap
between two meetings.

The composition of the board and the details of meetings attended by its members are given below:

Detailed agenda with explanatory notes and all other
related information is circulated to the members of the
Board in advance of each meeting. Detailed presentations
are made to the Board covering all major functions and
activities. The requisite strategic and material information is
made available to the Board to ensure transparent decision
making by the Board

The Company did not have any pecuniary relationship
or transactions with the Non-Executive Directors of the
Company other than payment of the sitting fees for
attending meetings. During FY 2022-23, the Company did
not advance any loan to any of its Directors. Further, no

loans and advances in the nature of loans to firms/companies in which directors are interested was given by the Company and
its subsidiaries.

The Non-Executive Directors including Independent Directors are entitled for sitting fees for attending meetings of the board/
committees thereof. The Company pays sitting fees of Rs.20,000/- per meeting to its Non-Executive Independent Directors
and Non-executive directors who are not forming part of promoter/promoter group for attending the meetings of Board and
Committees.

Remuneration of the executive directors consists of a salary and other benefits. The Nomination and Remuneration Committee
makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation, and
recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their
approval.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company,
Mr. Terli Venkata Shivaji (DIN: 7159540) and Ms. Ms.Navneethakrishnan Saraladevi (DIN: 07941812), Directors of the Company,
retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination
and Remuneration Committee, has recommended their re-appointment. Details of the Directors retiring by rotation and seeking
re-appointment have been furnished in the explanatory statement to the notice of the ensuing AGM.

The following are the changes in the Board of Directors/KMPs of the Company during the year under review:

The Board of Directors of the company are of the opinion that
all the Independent Directors of the company appointed /
re-appointed during the year possess impeccable integrity,
relevant expertise and experience required to best serve
the interests of the company

21. AUDITORS AND AUDITORS' REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

During the year under review, pursuant to the provisions of
Section 139 of the Act and Rules made thereunder, M/s. L. U.
Krishnan & Co, Chartered Accountants, (FRN:001527S) were
appointed as Statutory Auditors of the Company for a term
of five consecutive years, to hold office from the conclusion
of the fifth (05th) AGM held on September 30, 2022 until the
conclusion of Tenth (10th) AGM of the Company to be held
in the calendar year 2027. The Auditors have also confirmed
that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI)
and hold a valid certificate issued by the Peer Review Board
of the ICAI.

M/s. L. U. Krishnan & Co, Chartered Accountants, have
submitted their Report on the Financial Statements of the
Company for the FY 2022-23, which forms part of the Annual
Report 2022- 23. There are no observations (including any
qualification, reservation, adverse remark or disclaimer) of
the Auditors in the Audit Reports issued by them which call
for any explanation/comment from the Board of Directors.

B. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit
as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 are not applicable to the company for
the period under review.

C. SECRETARIAL AUDITOR

For the financial year 2022-23, the company does not
come under the categories of companies which require
mandatory secretarial audit. Accordingly, no secretarial
audit report attached with this Report. However, for the
financial year 2023-24, as the company falls under the
categories of companies which need to undergo secretarial
audit, the Board has appointed M/s. Rabi Narayan &
Associates, Company Secretaries (unique Identification
No.S2000TN667800), as Secretarial Auditors of the Company
for the financial year 2023-24. They have confirmed that
they are eligible for the said appointment.

22. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an effective internal control
system to synchronise its business processes, operations,
financial reporting, fraud control, and compliance with

extant regulatory guidelines and compliance parameters.
The Company ensures that a standard and effective internal
control framework operates throughout the organisation,
providing assurance about the safekeeping of the assets
and the execution of transactions as per the authorisation
in compliance with the internal control policies of the
Company.

The internal control system is supplemented by extensive
internal audits, regular reviews by the management, and
guidelines that ensure the reliability of financial and all
other records. The management periodically reviews the
framework, efficacy, and operating effectiveness of the
Internal Financial Controls of the Company.

The Internal Audit reports are periodically reviewed by
the Audit Committee. The Company has, in material
respects, adequate internal financial control over financial
reporting, and such controls are operating effectively.
Internal Audits are carried out to review the adequacy of
the internal control systems and compliance with policies
and procedures. Internal Audit areas are planned based
on inherent risk assessment, risk score, and other factors
such as probability, impact, significance, and strength of
the control environment. Its adequacy was assessed, and
the operating effectiveness was also tested.

23. COMPLIANCE TO THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION,
AND REDRESSAL) ACT, 2013 READ WITH THE
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION, AND REDRESSAL) RULES,
2013.

The Company has zero tolerance for sexual harassment at
workplace and has a mechanism in place for prevention,
prohibition and redressal of sexual harassment at workplace
in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder. The Company is
committed to provide equal opportunities without regard
to their race, caste, sex, religion, color, nationality, disability,
etc. All employees are treated with dignity with a view to
maintain a work environment free of sexual harassment
whether physical, verbal or psychological. All employees
(permanent, contractual, temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. An Internal Complaints Committee
(ICC) has been set up to redress complaints received
regarding sexual harassment at workplace. During the year
under review, Company has not received any complaints

on sexual harassment and hence there are no complaints
pending as on the end of the Financial Year 2022-23 on
sexual harassment

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERNS STATUS AND COMPANY'S
OPERATIONS IN FUTURE

The Company has not received any significant or material
orders passed by any regulatory authority, court or tribunal
which shall impact the going concern status and Company's
operations in future.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), is
presented in a separate section, forming part of the Annual
Report.

26. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors
of the Company have not reported any frauds to the Audit
Committee or to the Board of Directors under section
143(12) of the Act, including rules made there under.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

There was no obligation for the company to spent any
amount towards CSR during the financial year 2022-23 as
the criteria prescribed Section 135 of the Companies Act,
2013 in respect of mandatory CSR spent was not applicable
to the company. Accordingly, separate disclosure in terms
of Section 135 of the Companies Act, 2013 read with The
Companies (Corporate Social Responsibility Policy) Rules,
2014, Rule 9 of the Companies (Accounts) Rules 2014 and
Rule 9 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, has not been provided in the annual
report on Corporate Social Responsibility activities of the
Company. However, considering that during the financial
year 2022-23, the profit of the company has surpassed
the threshold of Rs.5 crores prescribed for mandatory CSR
expenditure, the company has formed a Corporate Social
Responsibility Committee ("CSR Committee") in compliance
with Section 135 of the Companies Act, 2013 read with the
Rules made thereunder to oversee the CSR activities and
adopted a CSR policy as part of implementing CSR activities
during the financial year 2023-24.

28. RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of the Companies
Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has constituted the Risk Management
Committee and laid down a framework to inform the Board
about the particulars of Risks Identification, Assessment
and Minimization Procedures. In the opinion of the Board,
there is no such risk, which may threaten the existence of
the Company.

During the year, such controls were tested and no material
discrepancy or weakness in the Company's internal controls
over financial reporting was observed.

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

The information pertaining to conservation of energy,
technology absorption, Foreign exchange Earnings
and outgo as required under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 are provided in Annexure II to this
Report.

30. POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

The Board, based on the recommendation of the
Nomination and Remuneration Committee, has framed a
policy for the selection and appointment of Directors and
Senior Management Personnel and their remuneration.
The Company's policy relating to the Directors appointment,
payment of remuneration and discharge of their duties
is available on the website of the Company at https://
Krishcastrapping.com.

31. PARTICULARS OF EMPLOYEES

Employee relations continued to be cordial during the year
under review. The Company continued its thrust on Human
Resources Development

Disclosures required under the provisions of Section
197(12) of the Act 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 Directors to median remuneration
of employees, percentage increase in the median
remuneration, are annexed to this Report as Annexure-III.

A statement containing the particulars of the top ten
employees and the employees drawing remuneration in

excess of limits prescribed under Section 197(12) of the Act,
read with Rules 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
is an annexure forming part of this Report. In terms of
the proviso to Section 136(1) of the Act, the Report and
Accounts are being sent to the Members excluding the
aforesaid annexure. The said statement is kept open
for inspection during working hours at the Registered
Office of the Company. Any member who is interested in
obtaining these, may write to the Company Secretary at
the Registered Office of the Company.

32. PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE

Your Company does not have any Holding, Subsidiary,
Joint venture or Associate Company as on March 31,
2023. During the Financial Year under review, there are no
companies which has become or ceased to be Subsidiary,
Joint Venture/ Associate Companies.

However, as part of the expansion of the business of
the company to overseas market, your company has
incorporated a subsidiary viz Krishca Total Packaging
Solutions FZCO on August 30, 2023 in UAE. The Company
is yet to start its operations.

33. RECEIPT OF REMUNERATION OR COMMISSION BY
THE MANAGING / WHOLE TIME DIRECTOR FROM ITS
HOLDING OR SUBSIDIARY COMPANY

The Company does not have any Holding or Subsidiaries
Company as on 31^st March 2023. Hence reporting under
this clause is not required to be provided

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR):

The Business Responsibility and Sustainability Report
pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is not
applicable to the Company for the financial year ended on
31^st March, 2023.

35. CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME
platform (NSE-emerge) of NSE Limited. Pursuant to
Regulation 15(2) SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 the compliance with
the Corporate Governance provision as specified in
Regulation 17 to 27 and clause (b) to (i) of sub regulations
(2) of regulation 46 and par as C, D and E of Schedule V
of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 shall not apply. The Company voluntarily

adopted various practices of governance conforming to
highest ethical and responsible standards of business and
is committed to focus on long term value creation for its
shareholders. The Corporate Governance practices followed
by the Company is included as part of this Report.

36. COMMITTEES OF THE BOARD

As on March 31, 2023, the company has five Board level
committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Risk Management Committee

The composition of various Committees of the Board
of Directors is available on the website of the Company.
The Board is responsible for constituting, assigning,
co-opting and fixing the terms of reference of various
committees. Details on the role and composition of these
committees, including the number of meetings held during
the financial year and the related attendance are provided
below.

A. AUDIT COMMITTEE

The Audit Committee was constituted at the Board meeting
held on December 31,2022 pursuant to Section 177 of the
Companies Act, 2013. During the Financial Year 2022-23,
the Company held 01 (one) Audit Committee meeting on
December 31, 2022 .

The composition of the Committee as on March 31, 2023
and the details of meetings attended by its members
during the financial year 2022-23 are given below:

No. of No. of

S Designa-

Director Meeting Meeting

No tion

Entitled Attended

1 Mr.Rajinikanth E S Chairman 1 1

(DIN:03552481)

2 Tom Antony Member 1 1

(DIN:01413738)

3 V.S.Sowrirajan Member 1 1

(DIN:00434044)

All recommendations of Audit Committee during
the year under review were accepted by the Board of
Directors. The Company Secretary acted as the secretary
of the Committee. The role and terms of reference of the
Committee are in consonance with the requirements

mandated under Section 177 of the Companies Act, 2013
and Listing Regulations and is available on the website of
the Company at https://krishcastrapping.com

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was
constituted at a meeting of the Board of Directors held on
December 31,2022. During the Financial Year 2022-23, the
Company held 01 (One) Nomination and Remuneration
Committee meeting on December 31, 2022

The composition of the Committee and the details of
meetings attended by its members are given below:

The Company Secretary acted as the secretary of the
Committee. The role and terms of reference of the
Committee are in consonance with the requirements
mandated under Section 178 of the Companies Act, 2013
and Listing Regulations and is available on the website of
the Company at https://krishcastrapping.com.

D. RISK MANAGEMENT COMMITTEE

The Risk Management Committee has been formed by the
Board of Directors, at the meeting held on December 31,
2022. During the Financial Year 2022-23, the Company
held 01 (One) Risk Management Committee meetings, viz
December 31, 2022.

The Company Secretary acted as the secretary of the
Committee. The role and terms of reference of the
Committee are in consonance with the requirements
mandated under Section 178 of the Companies Act, 2013
and Listing Regulations and is available on the website of
the Company at https://krishcastrapping.com.

C. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been
formed by the Board of Directors, at the meeting held on
December 31, 2022. During the Financial Year 2022-23,
the Company held 01 (One) Stakeholders' Relationship
Committee meeting on December 31, 2022.

The composition of the Committee and the details of
meetings attended by its members are given below:

37. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet
the criteria of independence laid down under Section
149(6) read with Schedule IV of the Act and Regulation
16(1)(b) of the Listing Regulations and that they are not
aware of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgment and without any external influence.
The board of directors have taken on record the declaration
and confirmation submitted by the independent directors
after undertaking due assessment of the veracity of the
same and is of the opinion that they fulfil the conditions
specified in the Act and the Listing Regulations and that
they are independent of the management.

38. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Independent Directors have been updated with
their roles, rights and responsibilities in the Company
by specifying them in their appointment letter along

with necessary documents, reports and internal policies
to enable them to familiarise with the Company's
procedures and practices. The Company endeavors,
through presentations at regular intervals to familiarize the
Independent Directors with the strategy, operations and
functioning of the Company.

The details of such familiarization programmes for
Independent Directors are posted on the website of the
Company and can be accessed at https://krishcastrapping.
com.

39. TERMS AND CONDITIONS OF APPOINTMENT OF
INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent
Directors have been disclosed on the website of the
Company https://krishcastrapping.com.

40. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on
March 24, 2023 without the presence of Non-Independent
Directors and members of Management. In accordance
with the provisions under Section 149 and Schedule-IV of
the Act, following matters were, inter alia, reviewed and
discussed in the meeting:

i) Performance of Non-Independent Directors and the
Board of Directors as a whole;

ii) Performance of the Chairman of the Company
taking into consideration the views of Executive and
Non-Executive Directors;

iii) Assessment of 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

All the Independent Directors were present at the meeting.

41. PERFORMANCE EVALUATION OF THE BOARD,
ITS COMMITTEES AND INDIVIDUAL DIRECTORS
INCLUDING INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the Listing
Regulations, the Board, in consultation with its Nomination
and Remuneration Committee, has formulated a framework
containing, inter-alia, the criteria for performance evaluation
of the entire Board of the Company, its Committees and
individual directors, including Independent Directors.
The framework is monitored, reviewed and updated
by the Board, in consultation with the Nomination and
Remuneration Committee, based on need and new
compliance requirements.

42. VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and
accordingly framed a Whistle Blower Policy in accordance
with the provisions of Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and Rule 7 of the Companies (Meeting of the Board
and its Power) Rules 2014. The policy enables directors,
employees and business associates to report unethical
behavior, malpractices, wrongful conduct, fraud, violation
of Company's code of conduct, leak or suspected leak of
unpublished price sensitive information without fear of
reprisal for appropriate action. Under the vigil mechanism,
all directors, employees, business associates have direct
access to the Chairman of the Audit committee. The whistle
blower policy can be accessed at https://krishcastrapping.
com.

43. CODE FOR PREVENTION OF INSIDER-TRADING

Post listing of equity shares of the company, in accordance
with SEBI (Prohibition of Insider Trading) Regulations, 2015,
the Company has in place the following:-

a) Code of Conduct for Prevention of Insider Trading and
Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI).

b) Policy for determination of"legitimate purposes" forms
part of this Code.

c) Policy and procedures for inquiry in case of leak of
UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention
of Insider Trading which includes maintenance of structural
digital data base (SDD) are being managed through a
software installed by the Company in-house including
maintenance structural digital data base (SDD). This code
lays down guidelines advising the designated employees
and other connected persons, on procedures to be
followed and disclosures to be made by them while dealing
with the shares of the company, and while handling any
unpublished price sensitive information.

44. CODE OF CONDUCT

Commitment to ethical professional conduct is a must
for every employee including Board members and senior
management personnel of the company. The duties of
Directors including duties as an Independent Director as
laid down in the Act also forms part of the Code of Conduct.
The Code of Conduct is available on the website of the
Company https://krishcastrapping.com. All Board members
and senior management personnel affirm compliance with
the Code of Conduct annually.

45. POLICIES OF THE COMPANY

The Company is committed to a good corporate governance
and has consistently maintained its organizational
culture as a remarkable confluence of high standards of
professionalism and building shareholder equity with
principles of fairness, integrity and ethics. The Board of
Directors of the Company have from time to time framed
and approved various Policies as required by the Companies
Act, 2013 read with the Rules issued thereunder and the
Listing Regulations. These Policies and Codes are reviewed
by the Board and are updated, if required. The aforesaid
policies can be accessed at https://krishcastrapping.com.

46. REGISTRAR AND TRANSFER AGENT (RTA)

During the year as part of listing of its shares on the Stock
Exchange, the Company appointed Purva Share Registry
(India) Private Limited as its RTA. Details of the RTA are given
below

Purva Share Registry (India) Private Limited
CIN: U67120MH1993PTC074079
No 9, Shiv Shakti Industrial Estate
Mumbai - 400011, Maharashtra, India

47. LISTING

The equity shares of the Company are listed at the EMERGE
Platform on NSE under Stock Code- KRISHCA with effect
from May 26, 2023.

48. DEMATERIALISATION OF SHARES

During the year under review, the Company has entered into
tripartite agreements for dematerialization of equity shares
with the Purva Share Registry (I) Private Limited, National
Securities Depository Limited and Central Depository
Services (India) Limited. As on March 31, 2023, the shares
of the Company held in demat form represents 100% of the
total issued and paid-up capital of the Company.

The Company ISIN No. is INE0NR701018.

49. POSTAL BALLOT

During the year under review, no resolution was passed
through postal ballot.

50. SCORES

SEBI processes investor complaints in a centralized
web-based complaints redressal system i.e. SCORES. Through

this system a shareholder can lodge complaint against
a company for his grievance. The company uploads the
action taken on the complaint which can be viewed by the
shareholder. The company and shareholder can seek and
provide clarifications online through SEBI.

51. RECONCILIATION OF SHARE CAPITAL AUDIT

Post listing of company's shares, pursuant to Regulation
76 of Securities and Exchange Board of India (Depositories
Participants) Regulations, 2018 [erstwhile SEBI circular No.
D&CC /FIT TC/CIR-16/2002 dated December 31,2002 read
with Securities and Exchange Board of India (Depositories
Participants) Regulations, 1996], a Company Secretary in
Practice carries out audit of Reconciliation of Share Capital
on quarterly basis to reconcile the total admitted equity
share capital with the National Securities Depository Limited
(NSDL) and the Central Depository Services (India) Limited
(CDSL) and the total issued and listed equity share capital.
The audit report confirms that the total issued/paid-up
capital is in agreement with the total number of shares
in physical form and the total number of dematerialized
shares held with NSDL and CDSL. The said report, duly
signed by practicing company secretary is submitted to
stock exchanges where the securities of the company are
listed within 30 days of the end of each quarter and this
Report is also placed before the Board of Directors of the
company

52. CREDIT RATING

There were no instances during the year which requires
the company to obtain credit rating from any credit rating
agencies.

53. DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

The Company has not made any application or no
proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 during the Financial Year and hence
not being commented upon.

54. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL

INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the Financial Year under review, there has been
no incident of one time settlement for loan taken from
the banks of financial institutions and hence not being
commented upon

55. GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative
and going beyond it to create new green initiations, an
electronic copy of the Notice of the 7^th Annual General
Meeting of the Company along with a copy of the Annual
Report is being sent to all Members whose email addresses
are registered with the Company/ Depository Participant(s)
and will is also available at the Company's website at https://
krishcastrapping.com.

56. INVESTOR GRIEVANCE REDRESSAL

During the period since listing of shares of the company to
the date of this report, there were no complaints received
from the investors. The designated email id for Investor
complaint is cs@krishcastrapping.com.

57. COMPLIANCE OFFICER DETAILS AND ADDRESS FOR
CORRESPONDENCE

Ms. Diya Venkatesan,

Company Secretary & Compliance Officer

Registered office :Building 1B, LOGOS

Mappedu Logistics Park Satharai Village, Thiruvallur-631203,

Tamilnadu, India,

Contact No. 91 90945 75375;

E-mail: cs@krishcastrapping.com

58. BUSINESS LOCATIONS

As on March 31,2023, the company has its place of business
(Factory Unit) in the following location;

THIRUVALLUR, Building 1B, LOGOS Mappedu

TAMILNADU Logistics Park, Satharai Village,

Thiruvallur-631203, Tamilnadu,
India,

59. ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere
appreciation for the assistance and co-operation received
from the government and regulatory authorities, stock
exchange, financial institutions, banks, business associates,
customers, vendors, members, for their co-operation and
support and looks forward to their continued support in
future. The Board of Directors wish to place on record its
deep sense of appreciation for the committed services by
all the employees of the Company.

For and on behalf of the Board
For KRISHCA STRAPPING SOLUTIONS LIMITED

Sd/-

LENIN KRISHNAMOORTHY
BALAMANIKANDAN

Chairman & Managing Director

DIN: 07941696

Date: 04/09/2023