Directors Report of Kross Ltd.

Mar 31, 2025

Your directors are pleased to present the 34^th Annual Report on the business and operations of your Company along with Standalone
Audited Financial Statements and the Auditors’ Report thereon for the financial year ended March 31,2025.

STATE OF COMPANY’S AFFAIRS

1) FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The Audited Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual Report, have been
prepared in accordance with the Indian Accounting Standard (hereinafter referred to as “Ind AS”) prescribed under Section 133 of
the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures
with regard to Ind-AS reporting have been made under the Notes to Financial Statements. The Company’s performance during the
financial year under review as compared to the previous financial year is summarized below:

Particulars:	Standalone
	Year Ended March 31, 2025	Year Ended March 31, 2024
Revenue from Operations	6,204.10	6,202.50
Other Income	52.71	12.14
Total Income	6,256.82	6,214.64
Profit before Finance Cost, Depreciation, and Tax	865.21	819.72
Finance Cost	122.86	148.96
Depreciation	68.46	57.86
Share of Profit/(Loss) of Subsidiary	0	0
Profit Before Tax (PBT)	673.89	612.90
Current Tax	178.29	160.49
Deferred Tax	15.32	3.60
Net Profit After Tax (PAT)	480.27	448.81
Other Comprehensive Income	0	0
Total Comprehensive Income for the Year	0	0
Earnings per equity share (In '')
Basic earnings per share	8.04	8.30
Diluted earnings per share	8.04	8.30

1.1) BUSINESS REVIEW

The Company delivered a strong performance in Q4 FY25,
meeting expectations. Q3 was marked by inconsistent order
flows—starting on a positive note in October but softening in
November and December. In contrast, Q4 saw a clear rebound,
with healthy demand in January and February, and March
recording our highest-ever monthly trailer axle production and
sales at nearly 4,200 units. As a result, our Q4 FY25 topline
grew 23.3% over Q3. The trailer axle and suspension assembly
segments performed particularly well, and we expect this
positive momentum to carry forward into FY 2025-26.

On the export front, we closed the year with INR 19.7 Cr.
in export revenues, with our partnership with global OEMs
progressing smoothly. We have made steady progress on
our export business, with the universal joint cross already
in regular supply. Building on this momentum, we are well-
positioned to expand our export offerings in FY 2025-26,
further strengthening our global relationships and reinforcing
our long-term strategy. We do not anticipate any material
impact from the tariffs, as our current exposure is largely
limited to European OEMs who have onboarded us following
a rigorous validation process. With this foundation in place,
we are confident of growing exports meaningfully and are
targeting a 5% revenue share from exports by FY 2025-26.

To summarize, FY 2024-25 was a year of strategic progress
and operational resilience. We have laid a strong foundation
for sustainable growth across both core and emerging
product categories. As part of this journey, 75% of the IPO
proceeds have already been deployed, and the balance 25%
will be fully utilized within the current financial year (FY
2025-26). With ongoing investments and continued product
diversification, we are excited about the opportunities ahead
and remain committed to delivering long-term value to all
our stakeholders.

1.2) FINANCIAL REVIEW

• Revenue stood at INR 620.4 Cr., compared to INR
620.3 Cr. in FY 2023-24, reflecting flat year-on-year
growth.

• Revenue contribution from the Trailer axles &
Suspension business stood at 44.1%, while the
Component business contributed 55.9% in FY 2024-25.

• Export sales contribution stood at 3.2% in FY 2024-25.
We are confident of growing exports meaningfully and
are targeting a 5% revenue share from exports by FY
2025-26.

• EBITDA stood at INR 81.3 Cr., compared to INR 80.8
Cr. in FY 2023-24, an absolute growth of 0.6% over
same period last year.

• EBITDA margin for the year stood at 13.1%, from
13% in FY 2023-24.

• PAT stood at INR 48 Cr., compared to INR 44.9 Cr.
in FY 2023-24, an absolute growth of 7% over same
period last year.

• PAT margin for the year stood at 7.7%, from 7.2% in
FY 2023-24.

• On the balance sheet front, ROCE as on March 31,
2025 stood at 16.7%.

• Gross Fixed Asset Turnover stood at 4.7 times.

• Debt to Equity for the period stood at 0.1 times.

• The EPS on financials for the year ended on March 31,
2025 was 8.04 (Basic) and 8.04 (Diluted).

1.3) NEW INITIATIVES & FUTURE OUTLOOK

As we step into FY 2025-26, we’ve seen a steady start to
the year, with April volumes holding strong, consistent with
the momentum we saw at the close of FY 2024-25. One of
the most transformative developments underway is our new
extrusion line, a first-of-its-kind setup in India. There has
been some delay in timelines due to logistical challenges.
Equipment arrival in June 2025, with production likely to
commence in Q2FY26. This new capability will also support
our entry into tag axles, marking an important expansion of
our product portfolio and strengthening our position in the
space.

Currently, we have the capacity to manufacture around
4,500 to 5,000 axles per month, and with the upcoming
technology upgrade we see significant headroom for scaling
up volumes. With the new technology, while selling prices
remain stable, costs reduce, which directly enhances our
margins.

Seamless Tube Plant

One of the most ambitious and capital-intensive projects
underway is our seamless tube plant. The equipment is
expected to arrive in 9 months. The total capex for the plant is
estimated at INR 167 Cr., with a capacity of 1,20,000 tonnes
per annum. This plant will serve both captive consumption
and external customers. The Company sees significant
opportunities in catering to India’s oil & gas transportation
pipelines, automotive, and general engineering sectors. The
commercial production expected to begin in Q3FY27 and
the business will contribute meaningfully from FY 2027-28.

Other Product Initiatives

Building on this strong foundation, we are expanding our
product portfolio with the introduction of Tipping Jacks by
H2 FY26, a strategic addition that enhances our presence
in the trailer ecosystem. This launch will deepen our
engagement with trailer manufacturers and further diversify
our revenue streams.

Kross has already earned a strong reputation for its trailer
axles and suspensions, particularly in states like Rajasthan,
Chhattisgarh, and Jharkhand, where our brand is widely
used in tipping trailers. Since tipping trailers require tipping
jacks and we already have a strong foothold in these regions,
we are well-positioned to drive market adoption.

We are confident these initiatives will enhance profitability
and further strengthen our market position.

1.4) BUSINESS AND OPERATIONS OF THE COMPANY
AND THE MATERIAL CHANGES AFFECTING IT

The Company is diligently executing a well-defined
growth strategy aimed at enhancing its market visibility
and establishing itself as a trusted and reliable player in
the auto component industry, both in India and globally.
The Company has listed its equity shares on the nationwide
trading terminal with NSE India Limited and BSE Limited
launching an INR 500 Cr IPO, (consisting of INR 250 Cr as
fresh issue and INR 250 Cr offer for sale).

The Board of the Directors at their meeting held on February
07, 2025 has approved the proposal for setting up of a
Seamless Tube Plant at Adityapur Industrial Area of District
- Saraikela Kharsawan in Jharkhand.

No material changes and commitments affecting the
financial position of the Company have occurred after the
end of the financial year ended March 31, 2025 till the date
of this Report.

Name of the Object	Amount as proposed in Offer Document (In Mn)	Amount utilized (in Mn)	Total unutilized Amount (in Mn)
Funding of capital expenditure requirements of our Company towards purchase of machinery and equipment	700.00	207.66	492.34
Repayment or prepayment, in full or in part, of all or a portion of certain outstanding borrowings availed by our Company, from banks and financial institutions	900.00	900.00	0.00
Funding working capital requirements of the Company	300.00	97.64	202.36
General corporate purposes	469.19	419.62	49.57
Total (A)	2369.19	1624.92	744.27

The Company has appointed India Ratings and Research Private Limited as a monitoring agency to monitor the utilization of
the funds. The report issued by India Ratings and Research Private Limited states that there is no deviation in the utilization of
the funds.

1.5) INDUSTRY OVERVIEW

The Indian auto component industry demonstrated robust
performance in FY 2024-25, continuing its upward
trajectory on the back of strong domestic demand, export
resilience, and aftermarket expansion. According to the
Automotive Component Manufacturers Association of India
(ACMA), the industry recorded a turnover of INR 3.32
Lakhs Cr. (US$ 39.6 BN) in the first half of FY 2024-25,
reflecting a year-on-year growth of 11.3

Key performance indicators for FY 2024-25 including,
Domestic OEM supplies: INR 2.83 Lakhs Cr. (US$ 33.8 Bn),
up 11.2% YoY, Aftermarket: INR 47,416 Cr. (US$ 5.7 Bn),
up 5%, aided by rural penetration and e-commerce, - Imports:
US$ 11 Bn, resulting in a trade surplus of US$ 150 Mn.

Looking ahead to FY 2025-26, the industry is expected to
maintain a moderate growth rate of 7-9%, as projected by
CRISIL Ratings and ICRA Limited. This growth will be
supported by Continued demand from 2W and PV segments,
which together contribute nearly 50% of industry revenue,
Steady aftermarket expansion (projected at 5-7% growth),
Increased localization and investments in EV components,
automation, and precision manufacturing.

However, the sector may face headwinds from Geopolitical
tensions and freight cost volatility, Tariff risks in key export
markets like the US, Slower EV adoption in Western
markets.

Despite these challenges, the industry remains resilient,
with stable operating margins (estimated at 12-12.5%)
and a healthy capex pipeline of INR 22,000-25,000 Cr.
for FY 2025-26, focused on EV readiness and value-added
technologies. Globally, the automotive components market
is projected to grow from US$ 1,710 Bn in 2024 to US$ 2,455
Bn by 2033, at a CAGR of 4.1%, driven by electrification,
autonomous technologies, and lightweight materials.

2) TRANSFER TO RESERVE

An amount of INR Nil has been transferred to General
Reserves out of the profit earned during the financial year
2024-25.

3) DIVIDEND

During the financial year under review, the Company
successfully listed its equity shares on the stock exchange,
marking a significant milestone in its corporate journey.
As the Company continues to focus on consolidating its

resources and strengthening its financial position post-listing,
the Board of Directors has decided not to recommend any
dividend for the FY 2024 -25. This decision is in alignment
with the Company’s strategic priorities of reinvestment and
long-term value creation for its stakeholders.

As per Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) (hereafter referred to as SEBI (LODR)),
the Company has formulated Dividend Distribution Policy
taking into account the parameters prescribed in the said
Regulations. The Dividend Distribution Policy is available
on Company’s website at https://www.krosslimited.com/
corporategovernance-corporatepolicies

There is no dividend which was required to be transferred
to Investor Education and Protection Fund during the year
ended March 31, 2025.

4) SHARE CAPITAL

a) Authorized Share Capital

During the year under review, there is no change in the
Authorized Share Capital of the Company. As on March
31, 2025 the Authorized Share Capital of the Company is
INR 37,00,00,000 divided into 70,00,0000 Equity Shares
of INR 5/- each amounting to INR 35,00,00,000 (Rupees
Thirty-Five Crores Only) and 20,00,000 preference shares
of INR 10/- each amounting to INR 2,00,00,000 (Rupees
Two Crore).

b) Issued, Subscribed and Paid-up Share Capital

During the year under review, the Company has issued fresh
equity shares of 1,04,16,666 through Initial Public Offering
(“IPO”) and hence the paid-up share capital of the Company
stands at INR 32,25,47,110/- divided into 6,45,09,422 equity
shares of INR 5/- each.

Further, Company did not issue any class or category of
shares, Employee Stock Options, Convertible securities and
consequently there is no change in the capital structure since
previous year, except as disclosed above.

c) Utiliz atioii of Proceeds of IPO

Pursuant to the Regulation 32 of the Listing Regulations,
there was no deviation(s) or variation(s) in the use of
proceeds of IPO till March 31, 2025. The proceeds of IPO
were utilized for the objects as disclosed in the Prospectus.
Details as on March 31, 2025 are as follows:

5) STATEMENT CONTAINING SALIENT
FEATURES OF THE FINANCIAL STATEMENT
OF SUBSIDIARIES/ ASSOCIATE COMPANIES/
JOINT VENTURES

Statement pursuant to Section 129(3) of the Companies Act,
2013 related to Subsidiary/ Associate / Joint Venture as on
March 31,2025 in Form AOC-1 is annexed to this Report as
Annexure 1.

6) DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors holds fiduciary position and is
entrusted with the responsibility to act in the best interests
of the Company. The Board at its meetings deliberates and
decides on strategic issues including review of policies,
financial matters, discuss on business performance and other
critical matters for the Company.

Committees constituted by the Board focus on specific areas
and take informed decisions within the framework of the
delegated authority and responsibility and make specific
recommendations to the Board on matters under its purview.
Decisions and recommendations of the Committees are
placed before the Board for consideration and approval as
required.

Composition of Board of Directors of the Company is duly
constituted with proper balance of Executive Directors, and
Non-Executive Independent Directors including Women
Director in accordance with the provisions of Companies
Act, 2013 and Regulation 17 of SEBI (LODR) Regulations,
2015 (“Listing Regulations”).

All the Directors have rich experience and specialized
knowledge in sectors covering law, finance, accountancy.
Human resource, and other relevant areas.

As on 31^st March, 2025, the Board consists of 8 (Eight)
directors comprising of four Non-Executive Independent
Directors including a woman director, namely, Ms. Deepa
Verma. The Chairman of the Company is an Executive
Director. The profile of all the Directors is available in the
Annual Report of the Company.

None of the Directors of the Company are disqualified from
being appointed as Directors in terms of Section 164(1)
and (2) of the Companies Act, 2013 and are not debarred
from holding the office of Director by virtue of any SEBI
order or any other such authority. Your Company has also
obtained a certificate from a Company Secretary in practice
confirming that none of the Directors on the Board of the
Company have been debarred or disqualified from being
appointed or continuing as Directors of companies by
Securities Exchange Board of India (“SEBI”)/Ministry of
Corporate Affairs (“MCA”) or any such statutory authority.
The aforementioned certificate forms part of this Annual
Report annexed with Corporate Governance Report.

In the view of the Board, all the Directors possess the
requisite skills, expertise, integrity, competence, as well as
experience considered to be vital for business growth.

The composition of Board of Directors and detailed analysis
of various skills, qualifications and attributes as required and
available with the Board has been presented in the Corporate
Governance Report.

6.1) DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the Companies
Act, 2013, Mr. Kunal Rai (DIN 06863533) retired by
rotation and being eligible, was re-appointed as Directors of
the Company with the approval of Members at the 33^rd AGM
held on 20^th June, 2024.

Further, in accordance with the provisions of the Companies
Act, 2013, Mrs. Anita Rai (DIN: 00513329) Whole Time
Director of the Company is liable to retire by rotation at the
ensuing 34^th AGM of the Company.

She is eligible and offered herself for re-appointment as
Director of the Company. Resolution for her reappointment
is being proposed at the 34^th AGM and her profile is included
in the Annexure to Notice of the 34^th AGM.

6.2) CHANGE IN BOARD OF DIRECTORS

During the financial year under review, there was no change
in the Board of Directors of the Company.

6.3) KEY MANAGERIAL PERSONNEL

As on date, Company has following key managerial
personnel in compliance with the provisions of Section 203
of the Companies Act 2013

1.	Mr. Sudhir Rai	Chairman and Managing Director
2.	Mrs. Anita Rai	Whole Time Director
3.	Mr. Sumeet Rai	Whole Time Director
4.	Mr. Kunal Rai	Whole Time Director (Finance) and CFO
5.	Ms. Debolina Karmakar	Company Secretary and Compliance Officer.

All Directors, key managerial personnel and senior
management have confirmed compliance with the
Company’s Code of Conduct.

6.4) DECLARATION GIVEN BY INDEPENDENT
DIRECTORS UNDER SECTION 149(7)

The Independent Directors have furnished the necessary
declaration of Independence stating that they fulfill the
criteria of independence as per the provisions of Section
149(6) of the Companies Act, 2013 and Regulation 25
and Regulation 26(6) of the SEBI (LODR) and are not
disqualified to act as Independent Directors.

They have also complied with requirements of Code for
Independent Directors prescribed in Schedule IV of the
Companies Act, 2013. The Board is of the opinion that
Independent Directors fulfill the independence requirement
in strict sense and are eligible to continue as Independent
Directors of the Company.

The Company has obtained declaration of independence
from all the Independent Directors of the Company. None of
the Directors have any pecuniary relationship or transactions
with the Company.

6.5) NUMBER OF MEETINGS OF THE BOARD

Your Board meets at regular intervals to discuss and decide
on business strategies/policies and review the Company’s
financial performance. During the Financial Year 2024- 25,
08 Board Meetings were held. The meetings were held in
accordance with the applicable provisions of the Act.

The details relating to Board Meetings and attendance of
Directors in each Board Meeting held during 2024-25 has
been separately provided in the Corporate Governance
Report.

6.6) COMMITTEES OF THE BOARD

The constitution of the Board Committees is in acquiescence
of provisions of the Act and the relevant rules made
thereunder and Listing Regulations of the Company. The
Board has constituted Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee, Corporate Social Responsibility Committee,
Risk Management Committee and IPO Committee to deal
with specific areas/activities that need a closer review
and to have an appropriate structure for discharging its
responsibilities.

The composition, terms of reference, attendance of directors
at the meetings of all the above Committees has been
disclosed in the Corporate Governance Report. There has
been no instance where the Board has not accepted any of
the recommendations of the Audit Committee and other
mentioned committees.

6.7) BOARD PERFORMANCE EVALUATION

The Nomination and Remuneration Committee of the
Company had approved a Nomination and Remuneration
policy containing the criteria for performance evaluation,
which was approved and adopted by the Board of Directors.

The Board has carried out an annual evaluation of its own
performance, Board Committees, and individual Directors
pursuant to the provisions of the Act and SEBI (LODR)
Regulations and as per the criteria defined in the said act and
regulations.

The Board’s assessment was discussed with the full Board
evaluating, amongst other things, the full and common
understanding of the roles and responsibilities of the Board,
contribution towards development of the strategy and
ensuring robust and effective risk management, understanding
of the operational programs being managed by the Company,
receipt of regular inputs, receipt of reports by the Board on
financial matters, budgets and operations services, timely
receipt of information with supporting papers, regular
monitoring and evaluation of progress towards strategic goals

and operational performance, number of Board meetings,
committee structures and functioning, etc.

The outcome of the evaluations conducted by the Nomination
and Remuneration Committee and the Independent Directors
at their respective meetings was presented to the Board, for
assessment and development of plans/suggestive measures
for addressing action points that arise from the outcome of
the evaluation. The Directors expressed their satisfaction
on the parameters of evaluation, the implementation and
compliance of the evaluation exercise done and the results/
outcome of the evaluation process.

The members concluded that the Board was operating in an
effective and constructive manner.

6.8) MEETING OF INDEPENDENT DIRECTORS

During the Financial Year under review, separate Meeting
of the Independent Directors were held on September 03,
2024 and March 25, 2025 without the attendance of Non¬
Independent Directors and the Management of the Company.
The Independent Directors discussed and reviewed the
performance of the Non-Independent Directors and the
Board as a whole, and also assessed the quality, quantity and
timeliness of flow of information between the Management
and the Board which is necessary for the Board to effectively
and reasonably perform its duties.

6.9) FAMILIARIZATION PROGRAM

In compliance with the requirements of Listing Regulations,
the Company has put in place a framework for Directors’
Familiarization Program to familiarize the Independent
Directors with their roles, rights and responsibilities, strategy
planning, manufacturing process, subsidiaries business
strategy, amendments in law, Company’s codes and policies,
environmental aspects, CSR site visit, nature of the industry
in which the Company operates, ESG goals/targets, amongst
others. The details of the familiarization program conducted
during the financial year under review are explained in the
Corporate Governance Report.

6.10) DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors of the
Company, based on representation from the management
and after due enquiry, confirm that:

(i) in the preparation of the Annual Accounts for the year
ended March 31, 2025, the applicable accounting
standards have been followed and there are no material
departures from the same;

(ii) 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 state of affairs of the Company
as at March 31, 2025 and of the profit of the Company
for the year ended on that day;

(iii) they 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 frauds and other irregularities;

(iv) the Annual Accounts for the year ended March 31,
2025 have been prepared on a “going concern” basis;

(v) 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 throughout the financial year ended March
31,2025.

(vi) they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that
such systems are adequate and operating effectively
throughout the financial year ended March 31, 2025.

7) AUDITORS AND AUDITORS REPORT

7.1) Statutory Auditors

M/s. S.K. Naredi & Co LLP (ICAI Firm Registration No.
003333C), Chartered Accountants, Jamshedpur, Jharkhand,
have been appointed as Statutory Auditors of the Company
to hold the office for a period of 5 years from the financial
year 2022-23 to 2026-27.

The Report given by M/s. S.K. Naredi & Co LLP, Chartered
Accountants, Statutory Auditors on the standalone financial
statements of the Company for the financial year 2024-25 is
part of the Annual Report. There has been no qualification,
reservation or adverse remark or disclaimer in their Report.

Further to inform that the Statutory Auditors i.e. S K Naredi
& Co , have been converted from Partnership Firm (“Firm”)
to Limited Liability Partnership (“LLP”) and pursuant to
conversion the name of the firm changed from S K Naredi &
Co to S K Naredi & Co LLP.

7.2) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board at its meeting
held on May 16, 2025 had appointed Mr. Sital Prasad Swain,
Practicing Company Secretary (Membership No. F6338,
CP No. 6814). (Peer review Number 6863/2025) Secretarial
Auditor of the Company for audit period of 5 consecutive
years commencing from FY 2025-26 till FY 2029-30.
The Secretarial Audit Report for 2024-25 in form MR 3 is
annexed to this report as “Annexure- 2”.

Pursuant to provisions of Regulation 24A of Listing Regulations,
the Company has undertaken an audit for the 2024-25 for
all applicable compliances as per SEBI Rules, Regulations,
Circulars, Notifications, Guidelines etc. issued thereunder.

The Secretarial Audit Report and the Annual Secretarial
Compliance Report for the financial year ended March
31, 2025 are unmodified i.e. they do not contain any
qualification, reservation, or adverse remark.

7.3) Internal Auditors

The Company has in place an adequate internal audit
framework to monitor the efficacy of the internal controls
with the objective of providing to the Audit Committee
and the Board of Directors, an independent, objective and
reasonable assurance on the adequacy and effectiveness
of the Company’s processes. The Internal Auditor reports
directly to the Chairman of the Audit Committee.

M/s. GWC Professional Services Private Limited, were
appointed as the Internal Auditors of the Company in
accordance with the provisions of Section 138 of the Act
read with the Companies (Accounts) Rules, 2014.

7.4) Cost Auditors

The Board of Directors on the recommendation of the Audit
Committee, appointed M/s. Aditya Bhojgaria & Co (firm
registration number of 000809), as the Cost Auditors of
the Company for the Financial Year 2025-26 under Section
148 of the Companies Act, 2013. M/s. Aditya Bhojgaria &
Co, Cost Auditor have confirmed that their appointment
is within the limits of section 141(3)(g) of the Companies
Act, 2013 and have also certified that they are free from any
disqualifications specified under section 141(3) and proviso
to section 148(3) read with section 141(4) of the Companies
Act, 2013. As per the provisions of the Companies Act,
2013, the remuneration payable to the Cost Auditors are
required to be placed before the members in a General
Meeting for their ratification. Accordingly, a resolution
seeking members’ ratification for the remuneration payable
to M/s. Aditya Bhojgaria & Co., Cost Auditors forms part of
the AGM Notice.

8) RISK MANAGEMENT

The Company has built a comprehensive risk management
framework that seeks to identify all kinds of anticipated risks
associated with the business and to take remedial actions to
minimize any kind of adverse impact on the Company.

The Company understands that risk evaluation and risk
mitigation is an ongoing process within the organization and
is fully committed to identify and mitigate the risks in the
business.

The Company has also set up a Voluntarily Risk
Management Committee to monitor the existing risks as
well as to formulate strategies towards identifying new and
emergent risks. The Risk Management Committee identifies
the key risks for the Company, develops and implements
the risk mitigation plan, reviews and monitors the risks
and corresponding mitigation plans on a regular basis and
prioritizes the risks, if required, depending upon the effect
on the business/reputation. The other details in this regard
are provided in the Corporate Governance Report, which
forms part of this Annual Report.

9) PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details of loans, guarantees and investments covered
under the provisions of Section 186 of the Act and Regulation
34 read with Schedule V of the SEBI Listing Regulations
form part of the Notes to the financial statements of the
Company provided in this Annual report.

10) PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all the transactions entered
into by the Company with related parties were in compliance
with the applicable provisions of the Act and the Listing
Regulations, details of which are annexed in AOC - 2 to this
report as “Annexure-3”. All related party transactions are
entered into only after receiving prior approval of the Audit
Committee.

Further, in terms of the provisions of Section 188(1) of
the Act read with the Companies (Meetings of Board and
its Powers) Rules, 2014, all contracts’/arrangements/
transactions entered into by the Company with its related
parties, during the financial year under review, were in
ordinary course of business and on arm’s length and not
material as per the Related Party Transaction policy.

In line with the requirements of the Act and the Listing
Regulations, the Company has also formulated a Policy
on dealing with Related Party Transactions (‘RPTs’)
and the same is available on the website of the Company
at https://www.krosslimited.com/corporategovernance-
corporatepolicies

11) ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section
92(3) of the Act, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual
Returns of the Company are available on the website of the
Company at https://www.krosslimited.com/

12) PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
as amended from time to time in respect of Directors/
employees of the Company and a statement showing the
names and other particulars of the employees drawing
remuneration in excess of the limits set out in Rule 5(2)
and5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 as amended from
time-to-time forms part of this Board Report as “Annexure-
4” to this report.

The Board of Directors wishes to express their appreciation
to all the employees for their outstanding contribution to the
operations of the Company during the year. It is the collective
spirit of partnership across all sections of employees and
their sense of ownership and commitment that has helped
the Company to grow.

12.1) HUMAN RESOURCES & INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for
a Company. Your Company has cordial relations with the
workers and employees at all levels of the organization. A
section on Human Resources/ Industrial relations is provided
in the Management Discussion and Analysis Report which
forms part of the Annual Report.

13) COMPANY’S POLICY ON APPOINTMENT
AND REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL SENIOR
MANAGEMENT PERSONNEL AND OTHER
EMPLOYEES

The Company has in place a ‘Policy on Nomination &
Remuneration for Directors, Key Managerial Personnel
(KMP) and Senior Management’, which, inter-alia, lays down
the criteria for identifying the persons who are qualified to be
appointed as Directors and/or Senior Management Personnel
of the Company, along with the criteria for determination of
remuneration of Directors, KMPs, Senior Management and
their evaluation and includes other matters, as prescribed
under the provisions of Section 178 of the Companies Act,
2013 and Regulation 19 of SEBI (LODR) Regulations.
The Remuneration paid to the Directors is in line with the
Remuneration Policy of the Company.

The Nomination and Remuneration policy is available on
the website of the Company at https://www.krosslimited.
com/corporategovernance-corporatepolicies

14. POLICY ON BOARD DIVERSITY

In compliance with the Listing Regulations, the Company
has formulated the policy on diversity of Board of Directors.
The Company recognizes the benefits of having a diverse
Board and sees increasing diversity at Board level as an
essential element in maintaining a competitive advantage.
The Company believes that a truly diverse Board will
leverage differences in thought, perspective, knowledge,
skill, regional and industry experience, cultural and
geographical background, age, race and gender, which will
ensure that the Company retains its competitive advantage.

The Policy on Board Diversity is available on the website
of the company in https://www.krosslimited.com/
corporategovernance-corporatepolicies

15. CREDIT RATING

Company’s credit ratings were revised by India Ratings and
Research Pvt Ltd on March 03, 2025. The ratings of the
Company are as under:

16. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHNAGE
EARNINGS AND OUTGO

Information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated in Section 134(3)(m) of the Act read with Rule
8 of the Companies (Accounts) Rules, 2014 for year ended
March 31, 2025 is attached as “Annexure -5“.

17. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and
established the necessary Vigil Mechanism, which is in
line with the Section 177 of the Companies Act, 2013
for its Directors and employees.The details of this Policy
are explained in the Corporate Governance Report which
forms a part of this Annual Report and also hosted on the
website of the Company at https://www.krosslimited.com/
corporategovernance-corporatepolicies

There were no instances of reporting under vigil mechanism
during the financial year ended March 31, 2025.

Facilities	Amount (INR Mn)	Rating
Fund-based working capital limit	885	IND A/Stable/IND A1 Outlook is Stable
Non-fund-based working capital limit	100	IND A1 Positive Implications
Term loan	INR130 (reduced from INR152)	IND A Outlook is Stable

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

The Company has zero tolerance towards sexual harassment
at workplace and is committed to provide a safe and secure
working environment for all employees.

The Company has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at Workplace in line
with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and rules made thereunder and the same is hosted
on the Company’s website at https://www.krosslimited.
com/corporategovernance-corporatepolicies. An Internal
Complaints Committee (ICC) has also been set up to redress
complaints received regarding sexual harassment.

During the year under review, no cases were filed under the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

The constitution of the Internal Complaints Committee are
as follows;

Location Jamshedpur

Name	Designation
Mrs. Anita Rai	Chairperson
Mrs. Alakananda Bakshi	External Member
Mrs. K Vijaya Padmabati	Member
Ms. Debolina Karmakar	Member

No complaints have been filed/ disposed of/ pending during
the financial year ended March 31, 2025.

19. TRANSFER OF UNPAID DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)

The Company is required to transfer dividends which have
remained unpaid / unclaimed for a period of seven years
to the Investor Education & Protection Fund (“IEPF”)
established by the Government. Since there was no unpaid
dividend, no amount was required to be transferred to
IEPF and therefore transfer of unpaid dividend to Investor
Education and Protection Fund (IEPF) is not applicable to
the Company during the year under review.

20. CORPORATE GOVERNANCE REPORT

Corporate Governance Report along with a certificate from
the Practicing Company Secretary confirming corporate
governance requirements as stipulated under Regulation 27
of Listing Regulations forms part of report as Annexure 6.

21. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report for the
financial year under review, as stipulated under Regulation

34(2)(e) of Listing Regulations is presented in a separate
section forming part of the Annual Report.

22. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, POST BALANCE SHEET DATE

No material changes and commitments have occurred
between end of the financial year of the Company to which
the financial statements relate and the date of this report
which may affect the financial position of the Company.

23. INTERNAL FINANCIAL CONTROLS

According to Section 134(5)(e) of the Companies Act and
Regulation 17(8) of SEBI (LODR) in terms of internal control
over financial reporting, the term Internal Financial Control
(‘IFC’) means the policies and procedures adopted by the
Company for ensuring the orderly and efficient conduct of
its business, including adherence to Company’s policies, the
safeguarding of its assets, the prevention and early detection
of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable
financial information.

The Company has a well-established internal control
framework, which is designed to continuously assess
the adequacy, effectiveness and efficiency of financial
and operational controls and the Board is responsible for
ensuring that IFC are laid down in the Company and that
such controls are adequate and operating effectively. The
Company believes that strengthening of internal controls is
an ongoing process and there will be continuous efforts to
keep pace with changing business needs and environment.

The Company’s internal control systems are commensurate
with the nature of its business and the size and complexity
of its operations. These are routinely tested and certified by
Statutory as well as Internal Auditors. Further there were no
letters of internal control weaknesses issued by the Internal
Auditor or the Statutory Auditors during the financial year
under review.

Necessary certification by the Statutory Auditors in relation
to Internal Financial Control u/s 143(3)(i) of the Act forms
part of the Audit Report.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company believes that as a responsible corporate
citizen, it has a duty towards the society, environment,
and the Country where it operates. The Company’s sense
of responsibility (which goes beyond just complying with
operational and business statutes) towards the community
and environment, both ecological and social, in which it
operates is known as corporate social responsibility.

The Company has contributed to several organizations
namely Gracious Aid Foundation, The Stray Army
Charitable Trust, Tata Steel Foundation, Sagarbhanga
Ramkrishnayan Seba Samity, Hamari Ladoo Foundation,
Voluntary Blood Donation Association, LOYOLA
JAMSHEDPUR, Tarumitra Centre, Local area spending
towards Health Care Development by donating an Ultra
Sound Machine and 50 no of anti-natal care services to the
Anganwadi Centres in the District of Saraikela Kharsawan,
where all the manufacturing units of the plant is situated, for
fulfilling its CSR obligations for the financial year 2024-25
and ensuring compliance with provisions of Section 135 of
the Companies Act, 2013 and the rules made thereunder.

The amount of INR 8.14 Mn was spent by the Company
during the financial year 2024-25 to fulfill its CSR
obligations and ensure compliance with the provisions of
the Companies Act, 2013 and the rules made thereunder.

The Company has adopted a Corporate Social Responsibility
Policy in accordance with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 which can be accessed at
https://www.krosslimited.com/corporategovernance-
corporatepolicies. The Policy inter alia briefs the areas in
which CSR outlays can be made, objectives, the various CSR
Programs/ Projects which can be undertaken, implementation
of the said programs and projects, criteria for identification
of the implementing agencies, monitoring and evaluation
mechanisms and annual action plan.

Further details of the CSR activities are contained in the
Annexure - 7 to this Report.

25. INVESTOR RELATIONS (IR)

In compliance with Regulation 46 of the Listing Regulations,
the Company promptly disseminates press releases and
presentations regarding its performance on its website for
the benefit of investors, analysts, and other shareholders
immediately following the communication of financial
results to the Stock Exchanges.

Additionally, the Company publishes quarterly financial
results in prominent business newspapers and on its website.

Moreover, the Company conducts an investor call, following
the declaration of financial results, to offer insights into
its performance. This call, attended by the Chairman &
Managing Director, Executive Director & CFO, and Investor
Relations Team, is promptly transcribed, and audio recording
is made available on the Company’s website. Furthermore,
the Company maintains regular communication channels
with investors via email, telephone, and face-to-face
meetings, including investor conferences, one-on-one
meetings, and roadshows.

Recognizing the importance of transparent communication,
the Company ensures that material developments related
to the Company, which could potentially impact its stock
price, are disclosed to stock exchanges in accordance with
the Company’s Policy for Determination of Materiality of
events or Information.

26. PUBLIC DEPOSITS

During the year under review, the Company has not accepted
any deposits from the public within the meaning of Sections
73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014. As the Company has not accepted any
deposit during the financial year under review there is no non¬
compliance with the requirements of Chapter V of the Act.

27. CHANGE IN THE NATURE OF BUSINESS

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

28. LISTING OF SHARES

The Equity Shares of the Company were listed on the
BSE Limited (BSE) and National Stock Exchange of India
Limited (NSE) on September 16, 2024 through Initial Public
Offering (“IPO”).

29. REGISTRAR AND SHARE TRANSFER AGENT

The Share Transfer and other activities are being
carried out by M/s KFin Technologies Limited (CIN:
L72400MH2017PLC444072) (earlier Kfin Technologies
Private Limited), Registrar and Share Transfer Agent from
the following address: -

Registered Address: 301, The Centrium, 3^rd Floor, 57, Lal
Bahadur Shastri Road, Nav Pada, Kurla (West), Mumbai,
400 070, Maharashtra.

Address for Correspondence / Operations Centre:

Selenium Building, Tower-B, Plot No 31 & 32, Financial
District, Nanakramguda, Serilingampally, Hyderabad,
Rangareddy, Telangana, India - 500 032.

30. CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING IN COMPANY’S SECURITIES

In accordance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 as amended
from time to time, the Company has complied and formulated
a Code of Conduct for Prevention of Insider Trading Policy,
which prohibits trading in shares of the Company by insiders
while in possession of unpublished price sensitive information
in relation to the Company and can be accessed on the
Company’s website through the following link https://www.
krosslimited.com/corporategovernance-corporatepolicies

The objective of this Code is to protect the interest of
Shareholders at large, to prevent misuse of any price
sensitive information and to prevent any insider trading
activity by way of dealing in securities of the Company by
its Designated Persons. Ms. Debolina Karmakar, Company
Secretary and Compliance Officer of the Company is
authorized to act as Compliance Officer under the Code.

The code is applicable to all directors, designated persons
and their immediate relatives and connected persons who
have access to unpublished price sensitive information.

Further, the Company has maintained a Structural Digital
Database (SDD) pursuant to provisions of regulations 3
(5) and (6) of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015.

31. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

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

32. COMPLIANCE WITH SECRETARIAL
STANDARDS ON BOARD MEETINGS AND
GENERAL MEETINGS

During the Financial Year 2024-25, the Company has
complied with all the relevant provisions of the applicable
mandatory 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, and notified by Ministry of Corporate
Affairs.

33. GENERAL DISCLOSURES
Your directors state that:

1. No material changes and commitments affecting the
financial position of the Company have occurred from
the close of the financial year ended March 31, 2025
till the date of this report.

2. There was no change in the nature of business of the
Company during the financial year ended March 31, 2025.

3. During the year, no significant or material orders
were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company’s
operation in future.

4. During the financial year under review no disclosure
or reporting is required with respect to issue of equity
shares with differential rights as to dividend, voting or
otherwise, issue of Sweat equity shares and Buyback
of shares.

5. During the Financial Year under review, the Company
neither made any application nor any proceeding is
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016).

6. The Company serviced all the debts & financial
commitments as and when they became due with the
bankers or Financial Statements. Further the company
has unsecured loans from the executive directors as
disclosed in the Financial Statement as on March 31,
2025.

7. The Company does not have any Holding / Subsidiary/
Associate/ Joint Venture company as on March 31,
2025.

8. The details of difference between amount of the
valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof: -
Not applicable.

ACKNOWLEDGEMENT

Your directors’ place on records their sincere appreciation for the
continued co-operation and support extended to the Company by
all the stakeholders. Your directors’ also place on record sincere
appreciation of the continued hard work put in by the employees
at all levels, amidst the challenging time.

The Directors are thankful to the esteemed shareholders for
their support and the confidence reposed in the Company and its
management and also thank the Company’s vendors, investors,
business associates, Central/State Government and various
departments and agencies for their support and co-operation.

For and on behalf of the Board

Sd/- Sd/-

Sudhir Rai Kunal Rai

Place: Jamshedpur Chairman & Managing Director Whole Time Director (Finance) and CFO

Date: August 08, 2025 (DIN: 00512423) (DIN: 06863533)

---

Mar 31, 2024

The Directors present the Annual Report of Kross Limited along with the Audited Financial Statements for the financial year ended 31^st March, 2024.

1) FINANCIAL RESULTS
PARTICULARS			CURRENT YEAR (2023-2024) (Rs in Mn)		PREVIOUS YEAR (2022-2023) (Rs in Mn)
Revenue from Operations			6202.50		4886.28
Other Income			12.14		7.29
Total Revenue			6214.64		4893.57
Total Expenses			5601.74		4,476.47
Profit Before Tax			612.90		417.16
Current Tax			154.89		100.80
Current Tax of earlier year			5.60		0.98
Deferred Tax			3.60		6.01
Profit After Tax			448.81		309.31
Basic & Diluted Earning Per Share			8.30		5.72
FINANCIAL HIGHLIGHTS OVER THE YEARS
Financial Years	Sales (Rs in Cr)	PAT (Rs in Cr)		EBITA
2023 - 2024	620	43.47		79.72
2022 - 2023	488.62	31.02		57.52
Percentage (Increase/Decrease)	28.8 % increase	40% increase		38.6% increase

2) THE STATE OF THE COMPANY’S AFFAIRS

The Company is engaged in the business of manufacturing of all types of components, parts, spare parts, accessories for motor vehicles and also has specialization in Trailer Axle part. During the year under review, the Company has posted an increase in revenue from operation over the previous year (total revenue for the financial year 2023-24 is Rs. 6202.50 million as against Rs. 4,886.28 million in the previous year). The profit after tax for the year has registered an increase over the previous year (profit after tax for the financial year 2023-24 is Rs. 446.98 million as against 310.54 million in the previous year).

The Company’s Financial Statement along with the comparatives have been prepared in accordance with Indian Accounting standards (Ind AS) prescribed under section 133 of the Act read with the (Companies

Indian Accounting Standards) Rules 2015 as amended with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 (“Act”) read with the relevant Rules framed there under and the other accounting principles generally accepted in India.

3) DIVIDEND

The Company has not declared any Dividend and hence there is no outflow of cash for the purpose of Dividend for the FY 2023-24

4) ANNUAL DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OF SECTION 149

The Company has received Annual Declarations from all the Independent Directors of the Company declaring and confirming that they meet the criteria of Independence u/s 149(6) of the Companies Act, 2013.

5) NOMINATION AND REMUNERATION POLICY

The company has a Nomination and Remuneration Policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178]

The weblink of the policy is https://www.krosslimited.com/copy-of-financial-reports

6) EXPLANATIONS OR COMMENTS BY		THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
	Particulars	Qualification/Reservation/Adverse Remark
	Audit Report	No qualification/Reservation/Adverse remarks received
	Secretarial Audit Report	No qualification/Reservation/Adverse remarks received
	Particulars of Loan, Investment Guarantees u/s 186	Complied
	Particulars of Contracts or arrangements with Related Parties	Details is annexed in Form AOC - 2.

7) TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(j) OF THE COMPANIES ACT, 2013

During the financial year 2023-24, the Company has not transferred any amount to its General Reserves.

8) DISCLOSURE UNDER SECTION 134 (3)(l) OF THE COMPANIES ACT, 2013

The company has material developments during the year under review FY 2023 - 24.

1. Initial Public Offering (“IPO”) of INR 500 Cr

The Board Meeting held on 30^th November 2023 has approved the filing of Draft Red Herring Prospectus (“DRHP”) with the Securities Exchange Board of India (“SEBI”) and the Company has with that decided to float an issue through Initial Public Offering (“IPO”) of INR 500 Cr consisting of INR 250 Cr through Fresh issue and INR 250 Cr through Offer for sale, the Company will utilize the issue proceeds of Fresh issue of INR 250 Cr in the following objectives as mentioned in the DRHP (“Offer Documents”);

1. Funding of capital expenditure requirements of our Company towards purchase of machinery and equipment;

2. Repayment or prepayment, in full or in part, of all or a portion of certain outstanding borrowings availed by

our Company, from banks and financial institutions;

3. Funding working capital requirements of the Company; and

4. General corporate purposes

2. Land Acquisition by the Company

The company has acquired a land covering a total area of 89,500 sq ft. situated at Plot Nos. B - 32, B -33 & B - 34 phase - 3 Adityapur Industrial Area Jamshedpur from Tatanagar Wire Ropes Private Limited and the company has also executed a lease deed agreement with Adityapur Industrial Area Development Authority (AIADA) for the said land of 89,500 sq ft. on 09th February, 2024 for a renewable Lease period of 30 (thirty) years. The company has further acquired Plot No 313, 314, 315, 316, Phase 5, Adityapur Industrial Area, Gamharia, Jamshedpur situated adjacent to our existing Plant V and the total area covered is 1 acre.

3. Sub Division of Shares

The Company at its Board Meeting held on 26 October 2023 has approved the Sub division/Split of its share capital from Rs.10 to Rs.5 which resulted changes in paid up share capital of the company i.e. 27046378 equity shares of Rs.10 each amounting to Rs. 27,04,63,780.00 was sub-divided/Split into 54092756 equity shares of Rs.5 each amounting to Rs. 27,04,63,780.00.

4. Bonus Issue

The Company at its Board meeting held on 09th November 2023 has allotted bonus shares of 13523189 at a ratio of 1:1 at a price of Rs.10 each amounting to Rs.13,52,31,890.00.

5. Appointment of Independent Directors

The company has appointed 4 (four) Independent Directors in the Board and various committees of the Board vide its Board Resolution dated 26^th October 2023.

9) PARTICULARS OF EMPLOYEES

The company has Unit I, II, III, IV, V and has around employees of nearly 2000 (Two Thousand) personnel working all over with a mix of permanent and contractual basis.

10) STATUTORY AUDITOR

M/s. S.K. Naredi & Co. Chartered Accountants, Jamshedpur, Jharkhand, have been appointed as Statutory Auditors of the Company to hold the office for a period of 5 years from the financial year 202223 to 2026-27.

11) COST AUDITOR & COST RECORD

The Board of Directors have appointed M/s Sohan Lal Jalan and Associates, Cost Accountant FRN-000521), Kolkata, West Bengal as Cost Auditors for conducting the audit of Cost Records and Cost Audit of the company for the financial year 2024-25 pursuant to Section-148 of the Companies Act,

2013.

The Company has duly prepared and maintained the cost records of the business activities carried out by the Company during the financial year 2023-24 as required pursuant to the provisions of section 148(1) of the Companies Act 2013 read with Companies (Cost Records and Audit) Rules 2014.

12) SECRETARIAL AUDITOR & SECRETARIAL COMPLIANCE REPORT

In terms of Section 204 of the Companies Act 2013 and rules made there under M/s. Adarsh Kumar Agarwal, Practicing Company Secretary, M No-36486, C.P No-13658, Jamshedpur, Jharkhand was appointed as a Secretarial Auditor of the Company for the financial year 2023-2024 at a remuneration fixed by the Board of Directors of the Company in consultation with the Secretarial Auditor. The report of the Secretarial Auditor in Form MR-3 is enclosed as Annexure to this report.

The Secretarial Auditor has the following observation in Form MR-3 which is enclosed as Annexure with this report.

13) INTERNAL AUDITOR & INTERNAL AUDIT REPORT

In terms of section 138 of the Companies Act 2013 read with rule 13 of the Companies (Accounts) Rules 2014 on the recommendation of Audit Committee the Board of Directors has re-appointed M/s GWC Professional Services Pvt Ltd, Kolkata, West Bengal as Internal Auditor of the Company for the financial year 2024-25 at a remuneration fixed by the Board of Directors of the Company in consultation with the Auditors.

The Internal Audit Report does not contain any qualifications reservation or adverse remarks.

14) EXPLANATION TO AUDITORS REPORT

The observations of the auditors in their report are self-explanatory and needs no further explanation. There are no qualifications or adverse remarks in the Auditor’s Report which requires any clarification/explanation pursuant to section 134(3)(f) of the Companies Act, 2013.

15) SHARE CAPITAL AUTHORIZED SHARE CAPITAL

During the financial year 2023-24 the three was increase in the Authorized Share Capital of The Company of 15,00,00,000/- (Rupees fifteen crore) equity share capital consisting of 1,50,00,000 equity shares of face value of Rs. 10/- (Rupees ten only) each to Rs. 37,00,00,000/- (Rupees thirty-seven crore) consisting of Rs. 35,00,00,000/- (Rupees Thirty-Five crore) equity share capital divided into Rs.

3.50.00. 000 equity shares of face value of Rs. 10/- (Rupees ten only) each and addition of Rs.

2.00. 00.000 /- (Rupees two crore) preference share capital divided into 20,00,000 preference shares of face value of Rs. 10/- (Rupees ten only) each.

PAID-UP SHARE CAPITAL

During the financial year 2023 - 24, the paid-up share capital of the company has changed from Rs.13,52,31,890 (13523189 eq shares of Rs 10 each) to Rs. 27,04,63,780.00 (54092756 equity shares of Rs 5 each) due to bonus and sub-division of the share capital of the company during the year 2023 - 24.

BUY BACK OF SECURITIES

During the financial year 2023-24, there were no buy back of shares._

SWEAT EQUITY

During the financial year 2023-24, the company has not issued sweaty equity shares.

RIGHTS ISSUE

During the financial year 2023-24, the company has not issued equity shares on right basis.

16) BOARD MEETINGS

During the financial year 2023-24, 12 (twelve) Board Meetings were held:

(i) 04^th May, 2023

(ii) 01^st June 2023

(iii) 28^th June 2023

(iv) 28^th July 2023

(v) 01^st August 2023

(vi) 04^th September 2023

(vii) 27^th September, 2023

(viii) 30th September, 2023

(ix) 21^st October 2023

(x) 09^th November 2023

(xi) 30^th November 2023

(xii) 21^st March, 2024

17) SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to “Meetings of the Board of Directors’ and General Meetings’, respectively, have been duly followed by the Company.

18) BOARD OF DIRECTORS

The Board of Directors of the Company is constituted according to the requirement of the Companies Act 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 and had an appropriate number of Executive Director and Non-Executive (Independent Directors).

Present Board consist of below mentioned Directors:

1. Sudhir Rai-Chairman and Managing Director

2. Anita Rai-Whole Time Director

3. Sumeet Rai- Whole Time Director

4. Kunal Rai- Whole Time Director

5. Sanjiv Paul - Independent Director¹

6. Gurvinder Singh Ahuja - Independent Director¹

7. Deepa Verma - Independent Director¹

8. Mukesh Kumar Agarwal - Independent Director¹

9. K Suresh Babu - Executive Director²

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

5. Risk Management Committee

20) WEB LINK OF ANNUAL RETURN

The Company is having website, www.krossindia.com and the annual return of the company is published on such website at https://www.krosslimited.com/coming-soon-03

21) PUBLIC DEPOSITS

During the financial year 2023-24, the Company has not accepted any deposit pursuant to the Section 73 to 76 of the Companies Act, 2013 and rules made there under.

22) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2023-24, the Company has complied in respect of loan, guarantee or investment pursuant to the section-186 of the Companies Act, 2013 and rules made there under.

23) SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

During the financial year 2023-24, the Company is not having any Subsidiaries, Joint Ventures or Associate Companies.

24) RELATED PARTY TRANSACTIONS

In accordance with Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, particulars of contracts or arrangements or transactions with related parties, referred to in Section 188(1) of the Companies Act, 2013, entered by the company during the financial year 2023-24 were complied. Form AOC-2 attached.

25) CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section-134(3)(o) of the Companies Act, 2013 the brief details about the companies CSR Policy by the company and initiative taken by the company during the year is attached in CSR Report attached to this Board Report

26) DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Director’s Confirm:

i) That in preparation of annual accounts for the year 2023-24; the applicable accounting standards have been followed.

ii) That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit/loss of the company for that period.

iii) That proper and sufficient care had been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the annual accounts have been prepared on a going concern basis.

v) That they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27) ENERGY, TECHNOLOGY, FOREIGN EXCHANGEa) Conservation of Energy:

During the year there was no major capital investment on energy conservation equipment.

b) Technology Absorption:

No specific technology has been absorbed or adopted during the year.

c) Foreign Exchange Earnings and Outgo:

Earning: Rs. 70.10 mm (Export) Outgo: Rs. 380.90 mm (Import)

28) SEXUAL HARASSMENT

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year 2023-2024, no complaints were received by the Company related to sexual harassment.

29) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

No adverse orders or rulings of any Court or Tribunal or Regulator were passed which would impact the going concern status and Company’s operations in future between end of the financial year of the Company and the date of this report.

30) CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the company carried on during the year as compared to the previous year.

31) INTERNAL FINANCIAL CONTROLS:

The company has effective internal financial control systems commensurate to its size in regard to preparation of financial statements. The same are being reviewed at periodic intervals to assess any weakness and if found are redressed immediately.

32) DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

33) 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

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

34) RISK MANAGEMENT POLICY

The company is exposed to inherent uncertainties owing to sectors in which it operates. A key factor in determining a company’s capacity to create sustainable value is the risks that company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company’s operating environment and they emerge on regular basis. The company’s risk management policy and processes focus on ensuring that these risks are identified on a timely basis and addressed. The entire policy and process of risk management of the company is being looked after by the Risk Management Committee of the Board of Directors.

35) PERFORMANCE EVALUATION BY THE BOARD

The company has a policy for “Performance Evaluation for Board of Directors” and the annual evaluations are done through feedback of the board and internal discussions.”

36) ACKNOWLEDGEMENT

The Board acknowledges the support of the valued Customers and Employees for their continued patronage and also places on record its sincere thanks to them. The Board also expresses its deep senses of appreciation to all employees of the Company for their strong work ethics, excellent performance, professionalism, teamwork, commitment, initiative and co-operation received from Independent Directors, Banks, Shareholders, Suppliers and Customers which has led to the company progress in today’s challenging environment.

1

During the financial year 2023-2024 all Independent Directors were appointed vide board resolution dated 21^st October, 2023 and in Extra Ordinary General dated 26^th October 2023.

2

K Suresh Babu ceasedfrom the Directorship of the Company w.e.f. 21^st October 2023.

19) COMMITTEE OF DIRECTORS/MEMBERS

The Company has following committees constituted at the Board meeting dated 21^st October, 2023;