Directors Report of Krystal Integrated Services Ltd.

Mar 31, 2025

The Board of Directors (“the Board”) of Krystal Integrated Services Limited (Earlier known as Krystal Integrated Services Private
Limited) (''the Company'') have immense pleasure in presenting the Twenty-Fourth Annual Report together with the Audited
Financial Statements (Consolidated and Standalone) of your Company for the Financial Year (“FY”) ended March 31, 2025.

FINANCIAL PERFORMANCE

Key Highlights of the Company''s financial performance for the Financial Year 2024-25 (“year under review”) as compared to
previous Financial Year 2023-24 (“previous year”) is given below:

Particulars	Consolidated		Standalone
	As on March 31, 2025	As on March 31, 2024	As on March 31, 2025	As on March 31, 2024
Revenue from Operations	12,127.84	10,268.49	11,199.35	9,84726
Other Income	164.92	80.01	172.93	80.74
Total Income	12,292.77	10,348.49	11,372.27	9,927.99
Operating Expenditure	11,350.72	9,581.68	10,470.07	9,181.38
Depreciation and Amortisation Expenses	86.35	71.45	80.41	66.02
Total Expenditure	11,437.07	9,653.13	10,550.48	9,247.40
Profit before Finance Cost & Tax	855.70	695.36	821.79	680.60
Finance Cost	100.38	119.84	99.40	118.85
Profit/(Loss) before Exceptional Items and Tax	755.32	575.52	722.39	561.75
Exceptional Items - Income/ (Expense)	-	-	-	-
Share in Profit and (Loss) of Associates /Joint Venture as per Equity method	1.84	0.42	-	-
Profit/ (Loss) before tax	757.15	575.94	722.39	561.75
Tax Expense	132.00	85.25	120.22	79.46
Profit/(Loss) for the year	625.15	490.69	602.16	482.29
Other Comprehensive Income for the year, Net of Tax	1.77	3.74	1.40	3.93
Total Comprehensive Income for the year	626.93	494.43	603.57	486.22
Profit/ (Loss) Attributable to: • Shareholders of the Company	437.34	343.27
• Non-Controlling interest	187.81	147.42	-	-
Total Comprehensive Income attributable to: • Shareholders of the Company	438.58	345.89
• Non-Controlling interest	188.35	148.54	-	-
Opening Balance of Retained Earnings	1,975.97	1,542.91	1,940.42	1,515.75
Appropriations	625.15	490.68	602.16	482.29
Add: IND AS Adjustments	3.90	-	3.90	-
Less: Issue of Bonus shares (from retained earnings)	-	(57.62)	-	(57.62)
Dividend on Equity Shares	(20.96)	-	(20.96)	-
Closing Balance of Retained Earnings	2,584.06	1,975.97	2,525.52	1,940.42

DIVIDEND

The Board has recommended a Dividend of '' 1.50/- per
share (15%) on 1,39,71,952 fully paid-up equity shares of '' 10/-
each for the financial year ended March 31, 2025, subject
to approval of the shareholders at the ensuing Annual
General Meeting (''AGM'').

The total Dividend on equity shares for 2024-25, if approved
by the shareholders at the ensuing AGM, aggregates to
'' 20.96 Million. The said Dividend will be paid out of the
profits for the year.

The Dividend, subject to the approval of shareholders at the
ensuing AGM will be paid to the Members whose names

appear in the Register of Members as on the Record date
fixed by the Company i.e. Tuesday, September 02, 2025,
subject to deduction of tax at source, as applicable, on or
after September 20, 2025.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''SEBI Listing
Regulations''), the Company has adopted a Dividend
Distribution Policy which is available on the website
of the Company at https://krystal-group.com/policies/.

The dividend declared by the Company for the financial
year ended March 31, 2025 is in compliance with the
Dividend Distribution Policy of the Company.

TRANSFER TO RESERVES

During the year under review, the Company has transferred
'' 602.16 Million to reserves and other equity.

UNPAID DIVIDEND & IEPF

The Company was not required to transfer any amount
to the Investor Education & Protection Fund (IEPF) as there
were no Unpaid Dividend balances with the Company.

UTILISATION OF INITIAL PUBLIC OFFER (IPO) PROCEEDS

The proceeds of funds raised under IPO by the Company are being utilised as per Objects of the Issue. The disclosure in
compliance with Regulation 32 of SEBI Listing Regulations is as under:

Sr. No.	Particulars	Projected utilisation of IPO proceeds as per the Objects of the Issue ('' in Million)	Actual utilisation of IPO proceeds up to March 31, 2025 ('' in Million)	Deviation, if any
1	Repayment/ prepayment, in full or part, of certain borrowings availed by the Company	100	100	-
2	Funding working capital requirements of the Company	1,000	1,000	-
3	Funding capital expenditure for purchase of new machinery	100	13.72	-
4	General Corporate Purposes (GCP)	433.69	277.47	-
	Total	1,633.69	1,391.19

The Company appointed Crisil Ratings Limited as a
Monitoring Agency in accordance with Regulation 41
of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018 for
monitoring the use of proceeds of IPO of the Company.
There has been no deviation in the utilisation of IPO
proceeds by the Company as mentioned in the Prospectus
and actuals.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING
FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments,
which affect the financial position of the Company, that
have occurred during the year under review and between
the end of the financial year to which the financial
statements relate and the date of this Report.

NATURE OF BUSINESS / INFORMATION ON THE STATE OF
AFFAIRS OF THE COMPANY

Your Company is engaged in providing Integrated
Facility Management (IFM) services, with a strong
operational focus across diverse sectors, including
healthcare, education, public administration (such as

state government departments, municipal bodies, and other
government institutions), airports, railways, metro infrastructure,
manufacturing, entertainment, commercial spaces and retail.

The Company offers a comprehensive suite of IFM services,
encompassing both soft services such as housekeeping,
sanitation, landscaping, and gardening and hard services,
including mechanical, electrical, and plumbing (MEP)
maintenance, solid and liquid waste management, facade
cleaning. Additionally, the Company provides staffing
and payroll management solutions, private security and
manned guarding, event management and corporate
food and beverage services through our centralised
kitchen in Mumbai.

In a significant strategic advancement, the Company
secured a multi-year contract with the Tindivanam
Pharma Park Association (TPPA) in Chennai, Tamil
Nadu. This contract involves the design, engineering,
construction, fabrication, supply, erection, commissioning,
and testing of a 250 KLD capacity Zero Liquid Discharge
(ZLD) based Common Effluent Treatment Plant (CETP) on
a turnkey basis, along with its subsequent operation and
maintenance. This project marks a key step in expanding

the Company''s footprint in technology-driven, high-value
service segments.

The partnership with TPPA also presents new opportunities
to serve similar industrial and manufacturing clusters and
SEZs across the country, further solidifying the Company''s
commitment to sustainable waste management.

Further strengthening its position in the city infrastructure
segment, the Company secured several prestigious
IFM contracts at major airports, including Chennai,
Chandigarh, Mumbai, Trivandrum, and Aurangabad. These
contracts encompass a range of services, including facility
maintenance and private security services, reaffirming
the Company''s integrated service delivery capabilities
at critical national infrastructure points. Additionally, the
Company was awarded a service contract for the Mumbai
Monorail, involving the deployment of customer support
associates and station supervisors, further demonstrating
the Company''s growing role in enhancing commuter
experience and operational efficiency across urban transit
systems.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the
nature of business of the Company.

OPERATIONS REVIEW
STANDALONE

Total income from continuing operations on a standalone
basis for Financial Year 2024-25, increased by 14.55% to
'' 11,372.27 Million as compared to '' 9,927.99 Million in
Financial Year 2023-24. Earnings before interest, taxes,
depreciation and amortisation (''EBITDA'') for Financial Year
2024-25 on a standalone basis from continuing operations
increased by 9.52 % to '' 729.27 Million as compared to
'' 665.88 Million in Financial Year 2023-24. Net Profit for the
year after exceptional items and taxes from continuing
and discontinuing operations was '' 602.16 Million as
compared to '' 482.29 Million in Financial Year 2023-24.
Basic and Diluted Earnings per share from continuing
and discontinuing operations was '' 43.10 for the year as
compared to '' 41.61 per share during the previous year.

CONSOLIDATED

The Company''s consolidated income increased by 18.79
% to '' 12,292.77 Million in the Financial Year 2024-25 as
compared to '' 10,348.49 Million in Financial Year 2023-24.
EBITDA for Financial Year 2024-25 on a consolidated basis
from continuing operations increased by 13.35% to '' 778.96
Million as compared to '' 68722 Million in Financial Year
2023-24. Net Profit for the year after exceptional items and

taxes from continuing and discontinuing operations was
'' 755.32 Million as compared to '' 575.52 Million in Financial
Year 2023-24. Basic and Diluted Earnings per share from
continuing and discontinuing operations was '' 44.61 for
the year as compared to '' 42.30 per share during the
previous year.

A detailed discussion on operations for the year ended
March 31, 2025 is provided in the Management Discussion
and Analysis Report, which is presented in a separate
section forming part of this Annual Report.

HOLDING COMPANY, SUBSIDIARY COMPANIES, JOINT
VENTURE OR ASSOCIATE COMPANIES

The Company is a subsidiary of Krystal Family Holdings
Private Limited. As on March 31, 2025, the Company has
three wholly owned subsidiaries viz. Krystal Gourmet
Private Limited, Flame Facilities Private Limited and
Taskmaster Private Limited.

The Company has two Joint Ventures namely, Krystal
Aquachem and Joint Venture of Nangia & Co LLP & Krystal
Integrated Services Limited. However, Joint Venture of
Nangia & Co LLP & Krystal Integrated Services Limited is
yet to commence any business.

CHANGES IN SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

During the year under review, Taskmaster Private Limited
was incorporated in the state of Maharashtra as a wholly
owned subsidiary of the Company with effect from
February 26, 2025 under CIN U96908MH2025PTC441263.

INCORPORATION OF WHOLLY OWNED SUBSIDIARIES
AFTER THE FINANCIAL YEAR END

Your Company aims to explore new business opportunities
in the country by developing independent subsidiaries and
therefore subsequent to the end of the financial year i.e.,
after March 31, 2025, the Company has initiated the process
of incorporating four Wholly Owned Subsidiaries (WOS)
in India. This strategy will expand its portfolio, strengthen
operations, and reduce risks in existing business lines.

As on the date of this report, the Company has received
approval for availability of name for the following proposed
companies from the Registrar of Companies and the
Company is in the process of completing necessary
formalities for incorporation:

i. Krystal Power Resources Private Limited - This
proposed WOS intends to engage in the business
of generation, production, transmission, distribution,
trading, and supply of electrical power through both
conventional and non-conventional energy sources.

ii. Krystal Ports and Harbour Private Limited - This
proposed WOS intends to engage in the business
of developing, designing, constructing, operating,
managing and maintaining ports, harbors, terminals,
jetties, berths, wharves, dry docks, shipyards, and
other related maritime infrastructure.

iii. Krystal Waste Works Private Limited - This proposed
WOS intends to engage in the business of collection,
segregation, transportation, processing, treatment,
recycling, reuse, disposal, and management of all
types of waste including solid waste, liquid waste,
hazardous waste, biomedical waste, electronic waste
(e-waste), plastic waste, industrial waste, municipal
waste, and wastewater.

Further, the Company has also made an application to
the Registrar of Companies for availability of the following
name of the proposed WOS and the name approval is
awaited as on the date of this report:

a) Krystal Water Resources Private Limited, or such
other name as may be approved by the Registrar -

The proposed WOS intends to engage in the business
of planning, designing, developing, constructing,
operating, and maintaining water resource projects
including water supply systems, irrigation systems,
water treatment plants, desalination plants,
wastewater and sewage treatment plants, stormwater
drainage systems, water harvesting structures,
reservoirs, dams, canals, pipelines, and other related
infrastructure.

NAMES OF COMPANIES WHICH HAVE BECOME OR
CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, Taskmaster Private Limited
became a Wholly Owned Subsidiary of the Company.
Further, during the year under review, no company
became/ceased to be a Joint Venture or an Associate
Company of the Company.

FINANCIAL DETAILS OF SUBSIDIARIES, JOINT VENTURES
AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013 (''the Act'') read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing
salient features of the financial statements of subsidiaries,
joint venture and associate companies in Form AOC-1 is
attached to the financial statements.

Pursuant to the provisions of Section 136 of the Act, the
Financial Statements of these subsidiaries are uploaded on

the website of the Company at https://krystal-group.com/
annual-financials-of-subsidiaries/. The same shall also be
sent to Members electronically who request for the same
by sending e-mail to the Company at company.secretary@
krystal-group.com from their registered e-mail address.
Further, in terms of SEBI Listing Regulations, the Company
has formulated a policy for determining its material
subsidiaries and the same is available on the website of
the Company at https://krystal-group.com/policies/.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of
Section 129 of the Act and SEBI Listing Regulations, the
Consolidated Financial Statements of the Company,
including the financial details of all the subsidiary
companies, forms part of this Annual Report. The
Consolidated Financial Statements have been prepared
in accordance with the Accounting Standards prescribed
under Section 133 of the Act.

The operational highlights of wholly owned subsidiaries
and joint ventures of the Company during the financial
year ended March 31, 2025 are as under:

WHOLLY OWNED SUBSIDIARIES

a) Krystal Gourmet Private Limited

The total income for the Financial Year 2024-25 was
'' 753.91 Million. Profit before interest, depreciation and
tax for the year was '' 39.49 Million. Krystal Gourmet
Private Limited reported a net profit of '' 17.91 Million
for the year.

b) Flame Facilities Private Limited

The total income for Financial Year 2024-25 was
'' 219.67 Million. Profit before interest, depreciation
and tax for the year was '' 7.87 Million. Flame Facilities
Private Limited reported a net profit of '' 3.25 Million
for the year.

c) Taskmaster Private Limited

The total income for the period beginning from
February 26, 2025 to March 31, 2025 (Financial Period)
was '' 0.05 Million. Taskmaster Private Limited reported
a net loss of '' (0.01) Million during the financial period.

JOINT VENTURES

a) Krystal Aquachem

Krystal Aquachem recorded total income of '' 53.75
Million for Financial Year 2024-25. Profit before
depreciation and tax for the year was at '' 3.69 Million.
Krystal Aquachem reported a net profit of '' 1.89 Million
for the year.

b) Nangia & Co LLP & Krystal Integrated Services
Limited

Joint Venture of Nangia & Co LLP & Krystal Integrated
Services Limited is yet to commence any business.

SHARE CAPITAL

During the financial year under review, the Company
has not issued any equity shares. As on March 31, 2025,
the Authorised share capital of the Company was
'' 15,00,00,000/- divided into 1,50,00,000 equity shares of
face value of '' 10/- each. At the end of the financial year
2024-25, the Issued, Subscribed and Paid-up equity share
capital of the Company stood at '' 13,97,19,520/- divided into
1,39,71,952 equity shares of face value of '' 10/- each.

NON-CONVERTIBLE DEBENTURES

During the year under review, the Company has not issued
and allotted any Non-Convertible Debentures.

CREDIT RATING

During the year under review, Rating Agencies reaffirmed/
issued ratings to the Company, as under:

confirmed that there was no material reason other than
that mentioned above for his resignation.

The Board has placed on record its appreciation for the
valuable contributions made by Mr. Vijay Kumar Agarwal
during his association with the Company.

APPOINTMENT

With a view to diversify/broaden the present Board
composition, the Board, on the recommendation of the
Nomination, Remuneration & Compensation Committee,
appointed Mr. Mahesh Vinayak Redkar (DIN: 10614348) as
an Additional Director (Non - Executive, Independent) w.e.f.
June 25, 2024 and recommended his appointment as an
Independent Director to the Members of the Company.

Mr. Mahesh Vinayak Redkar (DIN: 10614348) has been
appointed as an Independent Director of the Company
for a period of five years with effect from June 25, 2024
pursuant to approval of Members of the Company at the
Annual General Meeting held on September 16, 2024.

As on the date of this report, the composition of the Board
of Directors of the Company is as stated below:

Rating Agency	Rating	Nature of Securities
Crisil Ratings Limited	Crisil A-/Stable	Long Term
Crisil Ratings Limited	Crisil A2	Short Term

DETAILS RELATING TO DEPOSITS

During the period under review, the Company has not
accepted or renewed any amount falling within the
purview of the provisions of Section 73 of the Act read with
the Companies (Acceptance of Deposits) Rules, 2014. As on
March 31, 2025, there were no deposits which were unpaid
or unclaimed and due for repayment. The requisite return
for FY 2024-25 with respect to amount(s) not considered as
deposits has been filed.

DETAILS OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

DIRECTORS

Details of changes in the Board composition during the
year under review and until the date of this Report, are as
under:

CESSATION

Mr. Vijay Kumar Agarwal, Independent Director (DIN:
00058548) ceased to be the Independent Director of the
Company with effect from May 10, 2024 due to advancing
age and health related issues. Mr. Vijay Kumar Agarwal

Sr. No.	Name	Designation
1.	Ms. Neeta Prasad Lad	Chairperson & Managing Director
2.	Ms. Saily Prasad Lad	Whole-time Director
3.	Mr. Shubham Prasad Lad	Whole-time Director
4.	Mr. Pravin Ramesh Lad	Whole-time Director
5.	Mr. Sanjay Suryakant Dighe	CEO & Whole-time Director
6.	Professor Sunder Ram Govind Raghavan Korivi	Independent Director
7.	Dr. Dhanya Pattathil	Independent Director
8.	Dr. Yajyoti Digvijay Singh	Independent Director
9.	Lieutenant Colonel Kaninika Thakur	Independent Director
10.	Mr. Mahesh Vinayak Redkar	Independent Director

RETIREMENT BY ROTATION

In terms of the provisions of sub-section (6) of Section 152
of the Act and the Articles of Association of the Company,
Mr. Pravin Ramesh Lad, Whole-time Director (DIN: 01710743)
of the Company, is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, has offered
himself for re-appointment.

The Board of Directors on the recommendation of the
Nomination, Remuneration and Compensation Committee
recommends his re-appointment for the consideration

of the Members of the Company at the ensuing Annual
General Meeting.

In terms of the provisions of the Act and SEBI Listing
Regulations, the Nomination, Remuneration &
Compensation Committee, after reviewing and evaluating
the composition of the Board, including the skills,
knowledge and experience of the Directors recommended
the aforesaid appointments/ re-appointments to the Board.

The agenda items with respect to the appointment/re-
appointment along with brief resume, expertise and other
details of Directors as required in terms of sub-regulation (3)
of Regulation 36 of SEBI Listing Regulations and Secretarial
Standard - 2 on General Meetings, forms part of the Notice
convening the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of sub-section (51) of Section
2 and Section 203 of the Act read with the Rules framed
thereunder, the following persons are the Key Managerial
Personnel (including Directors) of the Company as on
March 31, 2025:

Sr. No.	Name	Designation
1.	Ms. Neeta Prasad Lad	Chairperson & Managing Director
2.	Ms. Saily Prasad Lad	Whole-time Director
3.	Mr. Shubham Prasad Lad	Whole-time Director
4.	Mr. Pravin Ramesh Lad	Whole-time Director
5.	Mr. Sanjay Suryakant Dighe	CEO & Whole-time Director
6.	Mr. Barun Dey	Chief Financial Officer
7.	Ms. Stuti Maru	Company Secretary & Compliance Officer

DECLARATION OF INDEPENDENCE

The Company has received declarations from all its
Independent Directors, confirming that they meet the
criteria of independence as prescribed under Section
149(6) of the Act along with Rules framed thereunder and
Regulation 16(1)(b) of SEBI Listing Regulations.

Further, the Independent Directors of the Company had no
pecuniary relationship or transactions with the Company,
other than sitting fees and reimbursement of expenses,
if any, incurred by them for the purpose of attending
meetings of the Board/Committee(s) of the Company.

In the opinion of the Board, the Independent Directors
appointed during the year under review, are persons
with highest standards of integrity and possess requisite

qualifications, experience, expertise and proficiency
required under applicable laws and the policies of the
Company.

In terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, Independent Directors of the Company have
confirmed that they have registered themselves with the
databank maintained by the Indian Institute of Corporate
Affairs (IICA).

The Independent Directors are also required to undertake
online proficiency self-assessment test conducted by
the IICA, within a period of 2 (two) years from the date
of inclusion of their names in the data bank, unless they
meet the criteria specified for exemption. All Independent
Directors of the Company have confirmed that they have
undertaken the online proficiency self-assessment test
conducted by IICA.

A matrix demonstrating the skill and expertise of Directors
of the Company including Independent Directors is
provided in the Report on Corporate Governance forming
part of this Annual Report.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken
annually. The Company has implemented a system of
evaluating performance of the Board of Directors and of
its Committees and the Non-Executive Directors (including
Independent Directors) on the basis of a structured
questionnaire which comprises evaluation criteria taking
into consideration various aspects of the Boards functioning
such as composition of the Board and Committees,
experience and competencies, performance of specific
duties and obligations, contribution at the meetings and
otherwise, independent judgment, governance issues etc.
The performance of the Executive Directors is evaluated on
the basis of achievement of their Key Result Areas.

Two meetings of Independent Directors were held on
February 20, 2025 and March 26, 2025 chaired by Professor
Sunder Ram Govind Raghavan Korivi, Lead Independent
Director, to review the performance of Chairperson,
Non-Independent Director(s) of the Company and the
performance of the Board as a whole as mandated by
Schedule IV of the Act and SEBI Listing Regulations.

The Independent Directors also discussed the quality,
quantity and timeliness of flow of information between the
Company management and the Board, which is necessary
for the Board to effectively and reasonably perform their
duties. The feedback of the meeting was shared by Lead

Independent Director with the Board of the Company. The
action areas identified out of evaluation process have
been discussed and are being implemented.

The Independent Directors were satisfied with the overall
functioning of the Board, its various committees and
performance of other Non-Executive and Executive
Directors. The Board of Directors has expressed its
satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Company has conducted familiarisation programmes
for Independent Directors of the Company covering the
matters as specified in Regulation 25(7) of SEBI Listing
Regulations. The details of the training and familiarisation
programmes conducted by the Company are hosted
on the Company''s website at https://krystal-group.com/
wp-content/uploads/2025/06/Board-Familiarisation-
Programme-FY-2024-25-Upload.pdf.

MEETINGS OF THE BOARD OF DIRECTORS (“BOARD”)

During the period under review, the Board of your Company
met 7 (Seven) times, on:

i) April 10, 2024

ii) May 13, 2024

iii) May 27 2024

iv) July 12, 2024

v) August 12, 2024

vi) October 23, 2024 and

vii) January 20, 2025

The details are given in the Corporate Governance Report
which forms part of this Annual Report.

COMMITTEES OF THE BOARD

The Company has the following Board Committees:

1) Audit Committee,

2) Nomination, Remuneration and Compensation
Committee,

3) Corporate Social Responsibility Committee,

4) Risk Management Committee,

5) Stakeholder Relationship Committee,

6) Tender Committee and

7) Finance Committee

The Company Secretary is the Secretary of all the
Committees. The Board of Directors and Committees also
take decisions by resolutions passed through circulation
which are noted by the Board/respective Committees of
the Board at their next meetings. The Minutes of meetings
of all Committees of the Board are circulated to the Board
of Directors for noting. During the year under review, all
recommendations received from its committees were
accepted by the Board.

AUDIT COMMITTEE

During the year under review, the Audit Committee met
6 (Six) times on April 10, 2024, May 13, 2024, May 27 2024,
August 12, 2024, October 23, 2024 and January 20, 2025.

The composition of the Audit Committee is as under:

Sr. No.	Name of the Member	Designation	Status
1	Professor Sunder Ram Govind Raghavan Korivi	Chairperson	Non- Executive, Independent Director
2	Mr. Sanjay Suryakant Dighe	Member	Executive, CEO & Whole-time Director
3	Dr. Yajyoti Digvijay Singh	Member	Non- Executive, Independent Director
4	Mr. Mahesh Vinayak Redkar	Member	Non- Executive, Independent Director

Mr. Vijay Kumar Agarwal ceased to be the Chairman
and member of the Audit Committee due to resignation
as an Independent Director of the Company on May 10,
2024. The Audit Committee was re-constituted on May
16, 2024 by designating Professor Sunder Ram Govind
Raghavan Korivi, Non-Executive Independent Director as
the Chairperson of the Committee and appointing Dr.
Yajyoti Singh as a member of the Committee. The Audit
Committee was further re-constituted on August 12, 2024
by appointing Mr. Mahesh Vinayak Redkar as a member of
the Committee.

During the year under review, the composition of Audit
Committee was not in accordance with Regulation 18(1)
(a) of SEBI Listing Regulations for a period of 6 days. The
details/particulars of the meetings held, attendance
thereat and terms of the reference of the Committee are
given in the Corporate Governance Report which forms a
part of this Annual Report. During the year under review,
all the recommendations made by the Audit Committee
were accepted by the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR
DIRECTORS AND EMPLOYEES

The Company has a Whistle Blower Policy and has
established the necessary vigil mechanism, as envisaged
under the provisions of sub-section (9) of Section 177 of
the Act, the Rules framed thereunder and Regulation 22
of SEBI Listing Regulations for the directors, its employees
as well as external stakeholders (customers, vendors,
suppliers, outsourcing partners, etc.) to raise their concerns
or observations without fear, or report instances of any
unethical or unacceptable business practice or event of
misconduct/unethical behavior, actual or suspected fraud
and violation of Company''s Code of Conduct.

The Policy provides for protecting confidentiality of those
reporting violation(s) as well as evidence submitted and
restricts any discriminatory practices against complainants.
The Policy also provides for adequate safeguards and
protection against victimisation of persons who avail
such mechanism. To encourage employees to report any
concerns and to maintain anonymity the Policy provides
direct access for grievances or concerns to be reported to
the Chairman of the Audit Committee.

The details of establishment of Vigil Mechanism/Whistle
Blower Policy are posted on the website of the Company
at www.krystal-group.com and the web link to the same at
https://krystal-group.com/policies/

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the
Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended
from time to time, the Board of Directors of the Company
has constituted Corporate Social Responsibility (CSR)
Committee. The Corporate Social Responsibility Policy
of the Company, in line with the provisions of the Act
was approved by the Board of your Company and the
Company''s CSR Policy is placed on the website of the
Company at https://krystal-group.com/csr/.

During the year under review, your Company incurred an
expenditure of '' 12.72 Million towards CSR activities as
against the mandatory CSR obligation of '' 8.14 Million. Mr.
Barun Dey, CFO of the Company has certified that CSR
funds so disbursed for the projects have been utilised for
the purposes and in the manner as approved by the Board.

Your Company has incurred an excess expenditure of
'' 4.57 Million during the Financial Year 2024-25 towards
CSR. The Board has accorded its approval to set-off the

excess CSR expenditure of '' 4.57 Million in compliance with
the conditions as stipulated under Rule 7(3) of Companies
(Corporate Social Responsibility Policy) Rules, 2014.

An Annual Report on the CSR activities of the Company
as mandated under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended from time
to time, is available at https://krystal-group.com/csr/ and
enclosed as Annexure 1.

The composition of the CSR Committee is as under:

Sr. No.	Name of the Member	Designation	Status
1	Ms. Neeta Prasad Lad	Chairperson	Executive, Chairperson & Managing Director
2	Dr. Yajyoti Singh	Member	Non- Executive, Independent Director
3	Mr. Sanjay Suryakant Dighe	Member	Executive, CEO & Whole-time Director

During the year under review, the Committee met 4
(Four) times on May 27 2024, August 12, 2024, October 23,
2024 and January 20, 2025. The brief terms of reference,
particulars of meetings held and attendance there at are
mentioned in the Corporate Governance Report forming
part of the Annual Report.

RISK MANAGEMENT COMMITTEE AND FRAMEWORK

Pursuant to Regulation 21 of SEBI Listing Regulations, the
Board has constituted Risk Management Committee
to frame, implement and monitor risk management
plan of the Company. The Board has adopted the Risk
Management Policy and guidelines to mitigate foreseeable
risks, avoid events, situations or circumstances, which
may lead to negative consequences on the Company''s
businesses. The major risks identified are systematically
approached through mitigating actions on continual basis.
Risk evaluation is an ongoing and continuous process
within the Company and it is regularly updated to the
Board of the Company.

The Risk Management Committee has been entrusted
with the responsibility to assist the Board in overseeing and
approving the Company''s enterprise-wide risk management
framework. A detailed analysis of the business risks and
opportunities is given under Management Discussion and
Analysis Report.

The composition of the Risk Management Committee is
as under:

Sr. No.	Name of the Member	Designation	Status
1	Lieutenant Colonel Kaninika Thakur	Chairperson	Non- Executive, Independent Director
2	Dr. Yajyoti Singh	Member	Non- Executive, Independent Director
3	Mr. Sanjay Suryakant Dighe	Member	Executive, CEO & Whole-time Director

Mr. Vijay Kumar Agarwal ceased to be the Chairman and
member of the Risk Management Committee due to
resignation as an Independent Director of the Company
on May 10, 2024. The Risk Management Committee was
re-constituted on May 16, 2024 by designating Lieutenant
Colonel Kaninika Thakur, Non-Executive Independent
Director as the Chairperson of the Committee and
appointing Dr. Yajyoti Singh as a member of the Committee.

During the year under review, the Committee met 2
(Two) times on August 12, 2024 and January 20, 2025.
The Committee is vested with necessary powers, as per
its terms of reference duly approved by the Board. Further
details on the Risk Management Committee are provided
in the Report on Corporate Governance forming part of
this Annual Report.

NOMINATION, REMUNERATION AND COMPENSATION
COMMITTEE

The composition of the Nomination, Remuneration and
Compensation Committee is in conformity with the
provisions of the Section 178 of the Act and Regulation
19 of SEBI Listing Regulations. The composition of
the Nomination, Remuneration and Compensation
Committee is as under:

Sr. No.	Name of the Member	Designation	Status
1.	Lieutenant Colonel Kaninika Thakur	Chairperson	Non- Executive, Independent Director
2.	Dr. Dhanya Pattathil	Member	Non- Executive, Independent Director
3.	Dr. Yajyoti Singh	Member	Non- Executive, Independent Director
4.	Mr. Mahesh Vinayak Redkar 1	Member	Non- Executive, Independent Director

appointing Mr Mahesh Vinayak Redkar, Non-Executive
Independent Director as a member of the Committee.

During the year under review, the Committee met 3 (Three)
times on May 27 2024, August 12, 2024 and October
23, 2024. The terms of reference of the Nomination,
Remuneration and Compensation Committee and the
particulars of meetings held and attendance thereat are
mentioned in the Corporate Governance Report forming
part of the Annual Report.

POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT PERSONNEL

The Board of Directors has adopted a Nomination and
Remuneration Policy in terms of the provisions of sub¬
section (3) of Section 178 of the Act and SEBI Listing
Regulations dealing with appointment and remuneration
of Directors, Key Managerial Personnel and Senior
Management Personnel.

The policy covers criteria for determining qualifications,
positive attributes, independence and remuneration
of its Directors, Key Managerial Personnel and Senior
Management Personnel. The said Policy is annexed to
this Report as Annexure 2 and is also available on the
Company''s website https://krystal-group.com/policies/
under Investor Tab.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178 of the Act and Regulation 20 of
SEBI Listing Regulations, the Stakeholders'' Relationship
Committee was constituted by the Board of Directors. The
composition of the Stakeholders Relationship Committee
is as under:

Sr. No.	Name of the Member	Designation	Status
1	Professor Sunder Ram Govind Raghavan Korivi	Chairperson	Non - Executive, Independent Director
2	Dr. Dhanya Pattathil	Member	Non - Executive, Independent Director
3	Mr. Sanjay Suryakant Dighe	Member	Executive, CEO & Whole-time Director
4	Mr. Mahesh Vinayak Redkar 1	Member	Non - Executive, Independent Director

*The Stakeholders’ Relationship Committee was re¬
constituted on August 12, 2024 by appointing Mr Mahesh
Vinayak Redkar, Non-Executive Independent Director as a
member of the Committee.

During the year under review, the Committee met 1 (One)
time on January 20, 2025.

The brief terms of reference of the Stakeholders''
Relationship Committee and the particulars of meetings
held and attendance thereat are mentioned in the
Corporate Governance Report forming part of the Annual
Report.

NAME AND DESIGNATION OF THE COMPLIANCE OFFICER

Ms. Stuti Maru, Company Secretary and Compliance
Officer of the Company, is the Compliance Officer/Investor
Relations Officer, who deals with matters pertaining to
Shareholders'' grievances.

TENDER COMMITTEE

The Board of Directors of the Company constituted a
Tender Committee and the details of composition of the
Committee are given herein below:

Sr. No.	Name of the Member	Designation	Status
1	Mr. Pravin Ramesh Lad	Chairperson	Executive, Whole¬ time Director
2	Mr. Sanjay Suryakant Dighe	Member	Executive, CEO & Whole-time Director
3	Ms. Saily Prasad Lad*	Member	Executive, Whole¬ time Director
4	Mr. Shubham Prasad Lad*	Member	Executive, Whole¬ time Director

*The Tender Committee was re-constituted on October 23,
2024 by appointing Mr. Shubham Prasad Lad, Whole-time
Director as a member of the Committee in place of Ms.
Saily Prasad, Whole-time Director of the Company.

During the year under review, the Committee met 25
(Twenty-Five) times.

The Committee is vested with necessary powers, as per
its terms of reference duly approved by the Board. Further
details on the Tender Committee are provided in the
Report on Corporate Governance forming part of this
Annual Report.

FINANCE COMMITTEE

The Board of Directors of the Company constituted a
Finance Committee and the details of composition of the
Committee are given herein below:

Sr. No.	Name of the Member	Designation	Status
1	Mr. Pravin Ramesh Lad	Chairperson	Executive, Whole¬ time Director

Sr. No.	Name of the Member	Designation	Status
2	Mr. Sanjay Suryakant Dighe	Member	Executive, CEO & Whole-time Director
3	Ms. Saily Prasad Lad*	Member	Executive, Whole¬ time Director
4	Mr. Shubham Prasad Lad*	Member	Executive, Whole¬ time Director

*The Finance Committee was re-constituted on October
23, 2024 by appointing Mr Shubham Prasad Lad, Whole¬
time Director as a member of the Committee in place of
Ms. Saily Prasad, Whole-time Director of the Company.

During the year under review, the Committee met 25
(Twenty-Five) times.

The Committee is vested with necessary powers, as per
its terms of reference duly approved by the Board. Further
details on the Finance Committee are provided in the
Report on Corporate Governance forming part of this
Annual Report.

IPO COMMITTEE AND COMMITTEE OF INDEPENDENT
DIRECTOR

The IPO Committee and Committee of Independent
Directors were constituted specifically for the purposes
of Initial Public Offering (IPO). Pursuant to the listing of
equity shares of the Company on the Stock Exchanges,
IPO related matters had concluded and therefore the IPO
Committee and Committee of Independent Directors were
dissolved with effect from July 31, 2025.

AUDITORS

Statutory Audit & Statutory Auditors

During the year under review, M/s. T. R. Chadha & Co LLP,
Chartered Accountants (Firm Registration No. 006711N/
N500028) resigned as the Statutory Auditors of the
Company effective August 12, 2024, before completion of
their term. Their resignation caused a casual vacancy in
the office of Statutory Auditors.

Based on the recommendation of the Audit Committee
and approval of the Board of Directors, M/s. Maheshwari
& Co., Chartered Accountants (Firm Registration No.:
105834W), Mumbai, were appointed as the Statutory
Auditors of the Company, to fill the casual vacancy caused
due to resignation of M/s. T R Chadha & Co LLP, Chartered
Accountants (FRN: 006711N/N500028), Mumbai, to hold
office from August 12, 2024 till the conclusion of the 23^rd
Annual General Meeting.

Further, the Board of Directors of the Company at its
meeting held on August 12, 2024, on recommendations
of Audit Committee further appointed M/s. Maheshwari
& Co., Chartered Accountants (Firm Registration No.:
105834W) for a period of five years. Appointment of M/s.
Maheshwari & Co., Chartered Accountants was approved
by the members of the Company at their 23^rd Annual
General Meeting held on September 16, 2024 to hold office
from the conclusion of 23^rd Annual General Meeting till the
conclusion of 28^th Annual General Meeting.

The Auditors'' Report “with an unmodified opinion”, given by
M/s. Maheshwari & Co., Chartered Accountants, Statutory
Auditors, on the Financial Statements of the Company for
2024-25, is disclosed in the Financial Statements forming
part of this Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the
Statutory Auditors in their Report and the same does not
call for any further comments. The Notes to the Financial
Statements are self-explanatory and do not call for any
further comments.

Internal Auditor

M/s. J C Kabra & Associates (Firm Reg. No. 115749W) were
appointed as the Internal Auditors of the Company for the
financial year 2024-25.

Based on the recommendation of the Audit Committee,
Board at its meeting held on April 30, 2025 approved the
appointment of M/s. J F Jain & Co, Practicing Chartered
Accountants (Firm Reg. No. 112599W) as the Internal
Auditors of the Company for the Financial Year 2025-26.

Annual Audit Plans are prepared on the basis of the
discussions between the Internal Auditor and Audit
Committee. The Audit Committee periodically reviews such
plans and modifies them as and when required. Internal
Auditors independently conduct objective assessment
of Company''s financial and operational processes, risk
management practices, regulatory compliances, and
effectiveness of internal controls. Internal Audit Reports
along with the Management response/action plans are
reviewed by the Audit Committee, on a quarterly basis.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT
REPORT

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company appointed M/s. Kajal
Jakharia & Associates, a peer reviewed firm of Company
Secretaries in Practice, to undertake the Secretarial Audit of
the Company for FY 2024-25. The Report of the Secretarial
Audit is annexed herewith as Annexure 3. The Secretarial

Audit report contains observations/ qualifications requiring
explanation or comments from the Board under Section
134(3) of the Act.

Secretarial Auditor''s Qualification:

1) The composition of Audit Committee was not
in accordance with Regulation 18(1)(a) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 from May 10, 2024 to May 15, 2024,
since the Audit Committee did not have minimum
three directors as members for a period of 6 days.

2) The Audit Committee meeting held on May 13, 2024
was attended by only 1 Independent Director and
therefore, it was found to be in non-compliance
with the provisions of Regulation 18(2)(b) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

3) Submission of ''Outcome of Board Meeting,'' as

per Regulation 30 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, for the
Board meeting held on May 27 2024 got delayed
due to technical glitch and the disclosure to National
Stock Exchange of India Limited (NSE) was made with
a delay of 33 minutes.

4) Submission of ''Outcome of Board Meeting'', as

per Regulation 30 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, for the
Board meeting held on October 23, 2024 got delayed
due to connectivity issues and the disclosure to BSE
Limited and NSE was made with a delay of 4 minutes.

5) The Company did not submit financial results for the
period ended March 31, 2024 in Machine Readable
Form / Legible copy, thereby violating provisions of
NSE circular no.: NSE/CML/2018/02 dated January
16, 2018: with respect to dissemination of corporate
announcements in a machine readable and
searchable form. Thereafter, on June 24, 2024, the
Company submitted financial results for the period
ended March 31, 2024 in Machine Readable Form /
Legible copy, to NSE.

Explanation from the Board under Section 134(3) of the Act:

Response for 1 and 2: The Chairman of Audit Committee
resigned from the Board on May 10, 2024. The Company
was in the process to identify & appoint new Committee
Member of Audit Committee.

Response for 3: The Company faced some technical
glitch on NSE portal during login. However, the Company
managed to upload the outcome at 6.13 pm on the portal.
Henceforth, the Company will be more careful.

Response for 4: The Company faced login issues with both
BSE & NSE. However, the Company managed to upload
the outcome at of 4.59 pm. Hence forth, the Company will
be more careful.

Response for 5: It was an inadvertent error. The Company
will be more diligent to all the circulars & will be more
careful going forward.

Further, pursuant to the provisions of Regulation 24A and
other applicable provisions of SEBI Listing Regulations
read with Section 204 read with Rule 9 of Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Audit Committee and Board
of Directors at their respective meetings held on April 30,
2025 have approved and recommended for approval
of Members, appointment of M/s. Vaibhav Shah & Co.,
Practicing Company Secretaries (Firm Registration
No. S2010MH138600) as the Secretarial Auditor of the
Company for 5 consecutive financial years from 2025-26
to 2029-30 for auditing the secretarial compliances of the
Company. The Board of Directors on the recommendation
of the Audit Committee recommends the appointment
for the consideration of the Members of the Company at
the ensuing Annual General Meeting. Detailed proposal for
appointment of Secretarial Auditor forms part of the Notice
convening this Annual General Meeting.

FRAUDS

There have not been any frauds reported by the Auditors
of the Company under Section 143(12) of the Act.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for FY 2024-25
pursuant to Regulation 24A of SEBI Listing Regulations. The
Annual Secretarial Compliance Report has been submitted
to the Stock Exchanges on May 21, 2025, which is within 60
days of the end of the financial year ended March 31, 2025.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134(3)(c) and 134(5)
of the Act and based on the information provided by the
management, the Board of Directors of the Company, to
the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts for the
period commencing from April 01, 2024 to March 31,
2025, the applicable accounting standards had been
followed along with proper explanation relating to
material departures, if any;

b) the Directors have selected such accounting policies
and applied them consistently and made judgments

and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the period under review and
of the profit and loss of the Company for that period;

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 were operating
effectively; and

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

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN, OR SECURITY PROVIDED BY THE
COMPANY

The particulars of loans, guarantees and investments,
as required under Section 186 of the Act and Schedule
V of SEBI Listing Regulations, have been disclosed in
Note No. 14 of the financial statements for FY 2024-25.

LOANS FROM DIRECTORS OR DIRECTORS'' RELATIVES

During the year, the Company had not obtained any loan
from any of the Directors or their relatives.

RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company
during the financial year under review were in the ordinary
course of business and on arm''s length basis and the
same were in compliance with the applicable provisions of
the Act and SEBI Listing Regulations.

Pursuant to Section 188 of the Act read with rules made
thereunder and Regulation 23 of SEBI Listing Regulations,
all Material Related Party Transactions (“material RPTs”)
require prior approval of the shareholders of the Company
vide ordinary resolution. Accordingly, members of the
Company granted approval for material related party
transaction(s) between the Company and Volksara Techno
Solutions Private Limited and Navagunjara Finance Private
Limited. In terms of Section 134(3)(h) of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014, the details

of material contracts or arrangements entered into with
related parties on arm''s length basis in Form AOC-2 is
appended as Annexure 4 to this Annual Report.

All the related party transactions are placed before the
Audit Committee for their review and approval. Prior
omnibus approval of the Audit Committee is obtained
before the beginning of a financial year, for the transactions
which are planned, foreseeable and repetitive in nature.
The transactions entered into pursuant to the omnibus
approval so granted and a statement giving details of
all transactions with related parties are placed before
the Audit Committee for their review on a periodic basis.
Specific approval of the audit committee is sought for any
new related party transaction or material modification to a
previously approved transaction during the year.

The details of related party transactions in terms of Ind AS
24 have been disclosed in Note No. 37 to the Standalone
and Consolidated Financial Statements forming part of
this Report.

The Company has formulated a policy for dealing with
related party transactions and the same is hosted on the
Company''s website at https://krystal-group.com/policies/.
The transactions entered into by the Company during the
financial year under review were in conformity with the
Company''s policy on related party transactions. Further,
pursuant to SEBI Listing Regulations, the Company has
filed half yearly reports on related party transactions with
BSE Limited and National Stock Exchange of India Limited.

PARTICULARS OF EMPLOYEES

In terms of the requirements 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 from time to time, the disclosures pertaining to
the remuneration and other details, are annexed to this
Report as Annexure 5.

The statement containing names and other details of the
employees as required under Section 197(12) of the Act read
with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms
part of the Annual Report. In terms of Section 136(1) of the
Act, the Annual Report is being sent to the Members and
others entitled thereto, excluding the aforesaid information.
The said information is open for inspection and any
Member interested in obtaining a copy of the same may
write to the Company.

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

The Company is committed to providing and promoting a
safe and healthy work environment for all its employees.
A ''Prevention of Sexual Harassment'' Policy, which is
in line with the statutory requirements, along with a
structured reporting and redressal mechanism, including
the constitution of Internal Complaints Committee in
accordance with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (“the POSH Act”), is in place.

The details of number of complaints received and disposed
of during the year ending March 31, 2025 is given below:

Number of complaints received during the financial year	Nil
Number of complaints resolved during the financial year	NA
Number of complaints pending as at end of the financial year	Nil

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

a) The provisions of Section 134(3)(m) of the Act and the
Rules made there under relating to conservation of
energy and technology absorption do not apply to
your Company as it is not a manufacturing Company.

b) Foreign Exchange Earnings during the year under
review was '' NIL as against previous year '' NIL and
Foreign Exchange Outgo during the year under review
was '' 722 Million as against previous year '' NIL.

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

During the year under review, there were no significant
and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and the
Company''s operations in the future. Further, no penalties
have been levied by any regulator during the year under
review.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

The Company''s internal financial control systems are
commensurate with its size and nature of its operations
and such internal financial controls are adequate and are
operating effectively. The Company has adopted policies

and procedures for ensuring orderly and efficient conduct
of the business. These controls have been designed to
provide reasonable assurance regarding recording and
providing reliable financial and operational information,
adherence to the Company''s policies, safeguarding of
assets from unauthorised use and prevention and detection
of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of
reliable financial disclosures.

ANNUAL RETURN

As required under the provisions of Sections 134(3) (a) and
Section 92(3) of the Act and the Companies (Management
and Administration) Rules, 2014, the Annual Return of the
Company in prescribed form MGT- 7 has been placed on
the website of the Company at https://krystal-group.com/
annual-return/.

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER
CERTIFICATE

In terms of SEBI Listing Regulations the certificate, as
prescribed in Part B of Schedule II of SEBI Listing Regulations,
has been obtained from CEO and CFO of the Company,
for the Financial Year 2024-25 with regard to the Financial
Statements and other matters.

SECRETARIAL STANDARDS AND COMPLIANCE

During the year under review, the Company has complied
with the applicable provisions of Secretarial Standards
issued by The Institute of Company Secretaries of India on
Board Meetings and General Meetings.

MATERNITY BENEFIT ACT, 1961

During the year under review, the Company has complied
with the provisions relating to the Maternity Benefit Act,
1961.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest
standards of corporate governance and continues to be
compliant with the requirements of corporate governance
as enshrined in SEBI Listing Regulations. The Report on
Corporate Governance together with the Certificate from
the Practising Company Secretary confirming compliance
with conditions on Corporate Governance as stipulated in
SEBI Listing Regulations as on March 31, 2025 forms part of
this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for
FY 2024-25, as stipulated under SEBI Listing Regulations
forms part of the Annual Report.

INSIDER TRADING REGULATIONS

Pursuant to the provisions of SEBI (Prohibition of Insider
Trading) Regulations, 2015 (as amended from time to time),
the Company has adopted a Code of Fair Disclosure,
Internal Procedures and Conduct for Regulating, Monitoring
and Reporting of Trading by Insiders (“Insider Trading Code”).
The Insider Trading Code is available on the website of the
Company at https://krvstal-group.com/policies/.

OTHER DISCLOSURES

The Directors state that no disclosures or reporting is
required in respect of the following items, as the same
is either not applicable to the Company or relevant
transactions/events have not taken place during the year
under review:

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

b) The Company has not issued shares (including sweat
equity shares) to employees under any scheme.

c) There was no revision in the financial statements.

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

e) The Managing Director of the Company did not
receive any remuneration or commission from any of
its subsidiaries.

f) MSME: The Company has registered itself on Trade
Receivables Discounting System platform (TReDS)
through the service providers Mynd Solutions Private
Limited (“M1xchange”). The Company complies with
the requirement of submitting a half yearly return to
the Ministry of Corporate Affairs within the prescribed
timelines.

g) The Company does not fall in the category of large
corporate for FY 2024-25.

h) There are no proceedings initiated/pending against
the Company under the Insolvency and Bankruptcy
Code, 2016 and corporate insolvency resolution for
the end of financial year March 31, 2025.

i) There were no instances of one-time settlement with
any Banks or Financial Institutions.

j) The Company is not required to maintain cost records
under Section 148 of the Act.

k) The Company has not issued any equity shares under
Krystal Integrated Services Limited Employee Stock
Option Plan, 2023 during the year under review and
hence no information is provided as per provisions of
Section 62(1)(b) of the Act.

l) There are no agreements defined under clause 5A of
paragraph A of Part A of Schedule III of SEBI Listing
Regulations that are binding on the Company.

m) Designated person for furnishing information and
extending co-operation to Registrar of Companies
(ROC) in respect of beneficial interest in shares of the
Company: The Company Secretary & Compliance
Officer of the Company is the designated person
responsible for furnishing information and extending
cooperation to the ROC in respect of beneficial
interest in the Company''s shares.

ACKNOWLEDGEMENTS / APPRECIATIONS

We take this opportunity to thank the employees for their
dedicated service and contribution to the Company.

We also thank our banks, business associates, members
and other stakeholders for their continued support to the
Company.

For and on behalf of the Board of Directors of
Krystal Integrated Services Limited
(Previously known as Krystal Integrated Services Private Limited)

Neeta Prasad Lad Sanjay Suryakant Dighe

Date: July 31, 2025 Chairperson and Managing Director CEO and Whole time Director

Place: Mumbai DIN: 01122234 DIN: 02042603

1

The Nomination, Remuneration and Compensation
Committee was re-constituted on August 12, 2024 by

---

Mar 31, 2024

The Directors are pleased to present their Twenty-Third Annual Report of Krystal Integrated Services Limited (Earlier known as Krystal Integrated Services Private Limited) (‘the Company''} along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2024.

Financial Performance

Summary of the Company''s financial performance for the Financial Year 2023-24 (“year under review”) as compared to previous Financial Year 2022-23 (“previous year”) is given below:

(INR in C rore)

Particulars	Consolidated		Standalone
	As on March 31, 2024	As on March 31, 2023	As on March 31, 2024	As on March 31, 2023
Revenue from Operations	1,026.85	707.64	984.73	685.51 :
“Other Income	8.00	3.33	8.07	2.76
Total Income	1,034.85	710.96	992.80	688.26
Operating Expenditure	958.17	657.80	918.14	635.85 "
Depreciation and Amortisation Expenses	7.15	4.66	6.60	4.34
Total Expenditure	965.31	662.46	924.74	640.18 "
Profit before Finance Cost & Tax	69.54	48.51	68.06	48.08 ,
Finance Cost	11.98	9.49	11.88	9.48
Profit/(Loss) before Exceptional Items and Tax	57.55	39.02	56.18	38.60 ‘
Exceptional Items - Income/ (Expense	-	4.64	-	4.64
Share in Profit and (Loss) of Associates /Joint Venture as per Equity method	0.04	0.03	-	-
Profit/ (Loss) before tax	57.59	43.69	56.18	43.25
Tax Expense	8.52	5.24	795	5.04
Profit/(Loss) for the year	49.07	38.44	48.23	38.21
Other Comprehensive Income for the year, Net of Tax	0.37	0.32	0.39	0.25
Total Comprehensive Income for the , year	49.44	38.77	48.62	38.46
Profit/ (Loss) Attributable to: • Shareholders of the Company • Non-Controlling interest	34.33 14.74	26.89 11.55	33.74 14.49	26.73 '' 11.48
Total Comprehensive Income attributable to: • Shareholders of the Company • Non-Controlling interest	34.59 14.85	27.12 11.65	34.01 14.61	26.90 11.55
Opening Balance of Retained Earnings	154.29	155.06	151.58	152.58

	Consolidated		Standalone
Particulars	As on March 31, 2024	As on March 31, 2023	As on March 31, 2024	As on March 31, 2023
Appropriations	49.07	38.44	48.23	38.21
Less: Balances transferred pursuant to scheme of arrangement		(39.21)		(39.21)
" Less: Issue of Bonus shares (from retained earnings)	(5.76)		(5.76)
Dividend on Equity Shares	2.09	-	2.09	-
Closing Balance of Retained Earnings	197.60	154.29	194.04	151.58

Dividend

The Board has recommended a Dividend of INR. 1.50/- per share (15%) on 1,39,71,952 fully paid-up equity shares of INR 10/- each for the financial year ended March 31, 2024, subject to approval of the shareholders at the ensuing Annual General Meeting (''AGM'').

The total Dividend on equity shares for FY 2023-24, if approved by the shareholders at the ensuing AGM, aggregates to INR. 2.09 Crore.

The said Dividend will be paid out of the Profits for the year.

The Dividend, subject to the approval of shareholders at the ensuing AGM will be paid to the Members whose names appear in the Register of Members as on the Record date fixed by the Company i.e. September 02, 2024, subject to deduction of tax at source, as applicable, on or before September 21, 2024.

Transfer to Reserves

During the year under review, the Company has transferred INR 203.78 Crore to reserves and other equity.

Unpaid Dividend & IEPF

The Company was not required to transfer any amount to the Investor Education & Protection Fund (IEPF) as there were no Unpaid Dividend balances with the Company.

Material changes and commitments, affecting financial position of the Company

Material changes and commitments which have occurred during the year under review and between the financial year ended March 31, 2024 and the date of this report affecting the financial position of the Company are given herein below:

i. Conversion of the Company from Private Limited Company to Public Limited Company

Effective from August 04, 2023, your Company got converted from private limited to public limited and the Company has received a fresh certificate of incorporation consequent upon conversion from private company to public company dated August 04, 2023 from the Registrar of Companies, Maharashtra, Mumbai.

Consequently, the name of our Company was changed from ''Krystal Integrated Services Private Limited'' to ‘Krystal Integrated Services Limited'' pursuant to the resolution passed by the Board of Directors on June 30, 2023 and a special resolution passed by the Shareholders of the Company on July 04, 2023.

ii. Initial Public Offering (IPO) of Equity Shares of the Company

During the year under review, the Company made its Initial Public Offer (''the Offer'') comprising of an Offer for Sale and Fresh Issue.

The offer had been authorised by a resolution of the Board of Directors on September 15, 2023 and by the Shareholders on September 18, 2023.

The Company filed Draft Red Herring Prospectus (“DRHP”) on September 27, 2023 with Securities Exchange Board of India (SEBI) with respect to IPO of the equity shares of the Company. The Company received in-principal approval from National Stock Exchange of India Limited and BSE Limited on December 11, 2023 and December 12, 2023 respectively. Thereafter, the company filed Updated Draft Red Herring Prospectus (“UDRHP”), Red Herring Prospectus (“RHP”) and Prospectus on February 19, 2024, March 04, 2024 and March 19, 2024 respectively with SEBI and Registrar of Companies, Maharashtra, Mumbai.

The issue opened for public on March 14, 2024 and closed on March 18, 2024 and for anchor investors, the offer opened and closed on March 13, 2024.

The Company successfully completed its IPO of 41,97,552 equity shares of INR 10/-through a Book-Building Offer and the equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited on March 21, 2024.

The equity shares were issued at a price of INR 715/- per share (INR 10/- face value and a share premium of INR 705/-) totaling to INR 300,12,50,000/- (Rupees Three Hundred Crore Twelve Lakhs Fifty Thousand), which comprised an Offer for Sale of INR 125,12,50,000/-(Rupees One Hundred Twenty-Five Crore Twelve Lakhs Fifty Thousand) by the existing Investor Shareholder and the balance INR 175,00,00,000/- (Rupees One Hundred Seventy-Five Crore) by fresh issue of 24,47,552 Equity Shares by the Company.

The IPO was subscribed 13.49 x and received more than 2,64,072 applications with strong interest in all categories viz. Anchor Book, QIB, HNI and Retail. The Company allotted shares to 75,735 shareholders and this included marquee names like ITI Mutual Funds, Quant Mutual Fund, Nav Capital Fund, Bofa Securities and many others, thus evidencing their comfort with the business and corporate governance standards of the Company.

Inga Ventures Private Limited acted as the Sole Book Running Lead Manager (BRLM) to the IPO and INDUSLAW, Legal Counsel to the Company and BRLM for the IPO. The Company had appointed Link Intime India Private Limited as the Registrar to the Offer.

The Board expresses its sincere gratitude to the investors who reposed their faith in the business of the Company. The Board also expresses its thanks to SEBI, ROC and Stock Exchanges (BSE and NSE) for their expeditious approval of the DRHP, RHP and Prospectus for the Offer.

Utilisation of IPO Proceeds

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''SEBI Listing Regulations'') & SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the net proceeds of IPO have been utilized for:

1. Repayment/ prepayment, in full or part, of certain borrowings availed of by the Company

2. Funding working capital requirements of the Company

3. Funding capital expenditure for purchase of new machinery

4. General Corporate Purposes

There has been no deviation in the utilisation of the IPO proceeds of the Company.

Detailed Monitoring Agency Report received from CRISIL Ratings Limited for such utilization are received by the Company from its Monitoring Agency on quarterly basis till the date of this report, affirming no deviation in utilisation of the issue proceeds from the object stated in offer documents and submitted to Stock Exchanges in compliance with the aforesaid regulations.

iii. Krystal Integrated Services Limited Employee Stock Option Plan, 2023

On September 08, 2023 shareholders of your Company approved and adopted "Krystal Integrated Services Limited Employee Stock Option Plan, 2023” or "Krystal ESOP Plan, 2023" or "ESOP Plan", pursuant to the applicable provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, for the benefit of eligible employees of your Company or its holding company or any of its subsidiary company, at such price and on such terms and conditions as may be determined by the Board from time to time, SEBI Regulations and in accordance with the provisions of the Krystal ESOP Plan, 2023 or other applicable provisions of any law as may be prevailing at that time.

As on date of this report, the Company has not granted any stock options under the aforesaid scheme.

Nature of Business / Information on the State of Affairs of the Company

Your Company is engaged in the services of Integrated facilities management with a focus on healthcare, education, public administration (state government entities, municipal bodies and other government offices), airports, railways and metro infrastructure and retail sectors.

Your Company provides a comprehensive range of integrated facility management service offerings across multiple sectors. Range of service offerings include soft services such as housekeeping, sanitation, landscaping and gardening, and hard services such as mechanical, electrical and plumbing services, solid, liquid and biomedical waste management, pest control, fagade cleaning and effluent treatment. Your Company also provides staffing solutions and payroll management to our customers, as well as private security and manned guarding services and catering services.

Your Company has expanded its domain and entered in to business of providing waste management services for Thane Municipal Corporation which holds significant importance as it aligns with company''s commitment to addressing environmental, social and urban development challenges in the society. This Contract opens a window of opportunity to participate in such projects nationally.

Change in the nature of business

During the year under review, there was no change in the nature of business of the Company.

Operations Review Standalone

Total income from continuing operations on a standalone basis for Financial Year 2024, increased by 44.25% to INR 992.80 crores as compared to INR 688.26 crores in Financial Year 2023. Earnings before interest, taxes, depreciation and amortisation (''EBITDA'') for Financial Year 2024 on a standalone basis from continuing operations increased by 34.09 % to INR 66.58 crores as compared to INR 49.65 crores in Financial Year 2023. Net Profit for the year after exceptional items and taxes from continuing and discontinuing operations was INR 48.23 crores as compared to INR 38.21 crores in Financial Year 2023. Basic and Diluted Earnings per share from continuing and discontinuing operations was INR 41.61 and INR 41.61 respectively for the year as compared to INR 33.15 and INR 33.15 respectively per share during the previous year.

Consolidated

The Company''s consolidated income increased by 45.56% to INR 1,034.85 crores in Financial Year 2024 as compared to INR 710.96 crores in Financial Year 2023. EBITDA for Financial Year 2024 on a consolidated basis from continuing operations increased by 37.81% to 68.72 crores as compared to INR 49.86 crores in Financial Year 2023. Net Profit for the year after exceptional items and taxes from continuing and discontinuing operations was INR 49.07 crores as compared to INR 38.44 crores in Financial Year 2023. Basic and Diluted Earnings per share from continuing and discontinuing operations was INR 42.30 and INR 42.30 respectively for the year as compared to INR 33.33 and INR 33.33 respectively per share during the previous year.

A detailed discussion on operations for the year ended March 31, 2024 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

Holding company, Subsidiary companies, Joint Venture or Associate companies

The Company is a subsidiary of Krystal Family Holdings Private Limited. As on March 31, 2024, the Company has two wholly owned subsidiaries viz. Krystal Gourmet Private Limited and Flame Facilities Private Limited and two Joint Ventures namely, Krystal Aquachem and Joint Venture of Nangia & Co LLP & Krystal Integrated Services Private Limited However, Joint Venture of Nangia & Co LLP & Krystal Integrated Services Private Limited is yet to commence any business.

Financial details of subsidiaries, joint ventures and associate companies

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (‘the Act'') read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries, joint venture and associates companies in Form AOC-1 is attached to the financial statements.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of these subsidiaries are uploaded on the website of the Company i.e. https://www.krystal-group.com.

Consolidated Financial Statements

In accordance with the provisions of sub-section (3) of Section 129 of the Act and SEBI Listing Regulations the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, forms part of this Annual Report. The Consolidated Financial i Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

The performance highlights of wholly owned operating subsidiaries and joint ventures during the

financial year ended March 31, 2024 are as under:

Wholly owned subsidiaries

(a) Krystal Gourmet Private Limited

The total income for Financial Year 2024 was at INR 30.11 Crore. Profit before interest, depreciation and tax for the year was at INR 1.49 crore. Krystal Gourmet Private Limited reported a net profit of INR 0.33 Crore for the year.

(b) Flame Facilities Private Limited

The total income for Financial Year 2024 was at INR 15.57 Crore. Profit before interest, depreciation and tax for the year was at INR 3.45 Crore. Flame Facilities Private Limited reported a net profit of INR 0.47 Crore for the year.

Joint ventures

(a) Krystal Aquachem

Krystal Aquachem recorded total income of INR 8.57 Crore for Financial Year 2024. Profit before depreciation & tax for the year was at INR 0.06 crore. Krystal Aquachem Private Limited reported a net profit of INR 0.04 crore for the year.

Share Capital

During the year under review, the following changes have taken place in the Authorised and Paid-up

Share Capital of your Company:

(a) The Board of Directors of the Company at their meeting held on September 06, 2023 and shareholders at their meeting held on September 08, 2023, approved the increase in authorized share capital of the Company from INR 10,00,00,000 (Rupees Ten crore only) divided into 100,00,000 (One crore) equity shares of INR 10 (Ten) each to INR 15,00,00,000 (Rupees Fifteen crore only) divided into 1,50,00,000 (One crore Fifty lakhs) equity shares of INR 10/- (Rupees Ten) each. Hence, the present Authorised Share Capital of the Company stands at INR 15,00,00,000 (Rupees Fifteen crore only).

(b) The Board of Directors of the Company and the shareholders at their meeting held on September 26, 2023 approved the issue of 57,62,200 Bonus Equity Shares of INR 10/- (Rupees Ten) each credited as fully paid-up to eligible members of the Company in the proportion of 1 (One) new fully paid-up equity share of INR 10/- (Rupees Ten) each for every 1 (One) existing fully paid-up equity shares of INR 10/- (Rupees Ten) each held by them, by capitalizing a sum not exceeding INR 5,76,22,000/- (Rupees Five Crore Seventy-Six Lakhs Twenty-Two Thousand) from and out of the free reserves or such other accounts, as are permissible to be utilized for the purpose, as per the audited accounts of the Company for the financial year ended March 31, 2023.

Post allotment of 57,62,200 Bonus Equity Shares, the Issued, Subscribed and Paid-up Share Capital of the Company stood at INR 11,52,44,000/- (Rupees Eleven Crore Fifty-Two Lakhs Forty-Four Thousand) comprising of 1,15,24,400 Equity Shares (One Crore Fifteen Lakhs Twenty-Four Thousand Four Hundred) having face value of INR 10/- (Rupees Ten) each.

(c) Pursuant to the Initial Public Offering, the Company made an allotment of 24,47,552 (Twenty Four Lakhs Forty Seven Thousand Five Hundred Fifty Two) equity shares of INR 10/- (Rupees Ten) each for cash at a premium of INR 705/- (Rupees Seven Hundred Five) per share aggregating to INR 175,00,00,000/- (Rupees One Hundred Seventy Five Crore) on March 19, 2024.

At the end of the financial year 2023-24, the issued, subscribed & paid-up Equity Share Capital of the Company stood at INR 13,97,19,520 comprising of 1,39,71,952 equity shares of INR 10/-each.

Non-Convertible Debentures

During the year under review, the Company has not issued and allotted any Non-Convertible Debentures.

Credit Rating

During the year under review, Rating Agencies reaffirmed / issued ratings to the Company, as under:

Rating Agency	Rating	Nature of Securities
"CRISIL Ratings Limited	BBB	Term Loan, Working Capital and Cash Credit Facilities

Details relating to deposits

During the period under review, the Company has not accepted or renewed any amount falling within the purview of the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Thus, as on March 31, 2024, there were no deposits which were unpaid or unclaimed and due for repayment.

Details of Directors and Key Managerial Personnel

Following changes took place during the year under review:

1. Appointment of Mr. Vijay Kumar Agarwal (DIN: 00058548), Independent Director was approved by the members of the Company at their Extra Ordinary General Meeting held on September 08, 2023 with effect from June 21, 2023 for a period of 5 (five) consecutive years.

2. Appointment of Professor Sunder Ram Govind Raghavan Korivi (DIN: 01590692), Independent Director was approved by the members of the Company at their Extra Ordinary General Meeting held on September 08, 2023 with effect from June 30, 2023 for a period of 5 (five) consecutive years.

3. Appointment of Dr. Dhanya Pattathil (DIN: 00130569), Independent Director was approved by the members of the Company at their Extra Ordinary General Meeting held on September 08,

2023 with effect from August 03, 2023 for a period of 5 (five) consecutive years.

4. Appointment of Dr. Yajyoti Digvijay Singh (DIN: 07971678) and Lt. Colonel Kaninika Thakur (DIN: 10269540), Independent Directors was approved by the members of the Company at their Extra Ordinary General Meeting held on September 08, 2023 with effect from August 25, 2023 • * for a period of 5 (five) consecutive years.

5. Shareholders of the Company at their Extra Ordinary General Meeting held on September 18, 2023 approved the re-designation of Ms. Neeta Prasad Lad (DIN: 01122234) as the Managing Director and Mr. Shubham Prasad Lad (DIN: 07557584), Ms. Saily Prasad Lad (DIN: 05336504), Mr. Pravin Ramesh Lad (DIN: 01710743) and Mr. Sanjay Suryakant Dighe (DIN 02042603), as Whole-time Directors on the Board of the Company, liable to retire by rotation, for a period of 3 years with effect from September 15, 2023 to September 14, 2026.

Following changes took place from the end of the financial year till the date of this report:

1. Mr. Vijay Kumar Agarwal, Independent Director (DIN: 00058548) ceased to be the Director of the Company with effect from May 10, 2024 due to advancing age and health related issues. Your directors placed on record their appreciation for the contributions made by Mr. Vijay Kumar Agarwal during his tenue. Mr. Vijay Kumar Agarwal has confirmed that there was no material reason other than that mentioned above for his resignation.

2. Based on the recommendation of the Nomination, Remuneration & Compensation Committee, the Board of Directors of the Company on June 25, 2024, approved the appointment of Mr. Mahesh Vinayak Redkar (DIN 10614348) as an Additional Director (Non-Executive, Independent) on the Board of the Company w.e.f. June 25, 2024, subject to approval of Members. Approval of the Members is being sought for appointment of Mr. Mahesh Vinayak Redkar as a Director and Independent Director at the ensuing AGM.

As on the date of this report, the composition of the Board of Directors of the Company is as stated below:

Sr. No.	Name	Designation
1	Neeta Prasad Lad	Chairperson & Managing Director
;2	Saily Prasad Lad	Whole-time Director
3	Shubham Prasad Lad	Whole-time Director " ¦
4	Pravin Ramesh Lad	Whole-time Director^ f
5	Sanjay Suryakant Dighe	CEO & Whole-time Director
6	Professor Sunder Ram Govind Raghavan Korivi	Independent Director _^ ^
7	Dr. Yajyoti Digvijay Singh	Independent Director
8	Lt. Colonel Kaninika Thakur	Independent Director
9	Dr. Dhanya Pattahil	Independent Director
10	Mr. Mahesh Vinayak Redkar	Additional Director (Non-Executive, Independent)

3. Ms. Shalini Agrawal tendered her resignation as the Company Secretary of the Company w.e.f August 14, 2023. The Board at its Meeting held on August 25, 2023 based on the recommendation of the Nomination, Remuneration & Compensation Committee approved the appointment of Ms. Stuti Maru, an Associate Member of the Institute of Company Secretaries of India as the Company Secretary and Compliance Officer of the Company w.e.f. August 25, 2023.

4. The Board at its Meeting held on September 15, 2023 based on the recommendation of the Nomination, Remuneration and Compensation Committee approved the appointment of Mr. Sanjay Suryakant Dighe as the Chief Executive Officer of the Company w.e.f. September 15, 2023.

5. The Board at its Meeting held on September 15, 2023 based on the recommendation of the Audit Committee and Nomination, Remuneration and Compensation Committee approved the appointment of Mr. Barun Dey as the Chief Financial Officer of the Company with effect from September 15, 2023.

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are the Key Managerial Personnel (including Directors) of the Company as on March 31, 2024:

Sr. No.	Name	Designation L
1	Neeta Prasad Lad	Chairperson & Managing Director ‘
2	Shubham Prasad Lad	Whole-time Director
'' 3	Saily Prasad Lad	Whole-time Director '' ''
( , 4	Pravin Ramesh Lad	Whole-time Director .
. 5	Sanjay Suryakant Dighe	Chief Executive Officer and Whole time Director
6	Barun Dey	Chief Financial Officer ,w''
¦ 7	Stuti Maru	Company Secretary and Compliance Officer

Retirement by Rotation

In terms of the provisions of the Act and the Articles of Association of the Company, Ms. Neeta Prasad Lad, (Chairperson & Managing Director , DIN: 01122234) of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

The Board of Directors on the recommendation of the Nomination, Remuneration and Compensation Committee recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

In compliance with sub-regulation (3) of Regulation 36 of SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, brief resume, expertise and other details of the Directors seeking appointment / re-appointment, as the case may be, are given in the Notice convening the ensuing Annual General Meeting.

Declaration of Independence

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee(s) of the Company.

In the opinion of the Board, the Independent Directors appointed during the year under review, are persons with integrity and possess requisite experience, expertise and proficiency required under applicable laws and the policies of the Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs

(iica).

The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA, within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

Professor Sunder Ram Govind Raghavan Korivi, Lt. Colonel Kaninika Thakur and Mr. Mahesh Vinayak Redkar, Independent Directors of the Company will undertake the online proficiency self-assessment test within 2 (two) years from the date of their appointment. Dr. Yajyoti Digvijay Singh and Dr. Dhanya Pattahil have cleared the online proficiency self-assessment test.

A matrix demonstrating the skill and expertise of Directors of the Company including Independent Directors is provided in the Report on Corporate Governance forming part of this Annual Report.

Number of Meetings of the Board of Directors (“Board")

During the period under review, the Board of your Company met 21 times, details of which are given herein below:

1. 13.04.2023	2. 13.05.2023	3. 26.05.2023	4. 12.06.2023	5. 21.06.2023
6. 28.06.2023	7. 30.06.2023	8. 17.07.2023	9. 25.07.2023	10. 03.08.2023
11. 25.08.2023	12. 06.09.2023	13. 15.09.2023	14. 26.09.2023	15. 27.09.2023
16. 26.12.2023	17. 15.02.2024	18. 04.03.2024	19. 18.03.2024	20. 19.03.2024 (Time 11.30 A.M.)
21. 19.03.2024 (Time 06.00 P.M.)

The Company is in compliance with the requirements of the Act and Secretarial Standards issued by The Institute of Company Secretaries of India. The intervening gap between the two meetings was within the limits as prescribed under the applicable provisions of the Act. The details of attendance of each Director at the Board Meeting are as follows:

'' Name of the Director	DIN	Category/ Designation	Nun Board	nber of Meetings	AGM last
			Held during their tenure	Attended	attended on September 30, 2023
l.Ms. Neeta Prasad Lad	01122234	Promoter Director/Chairperson & Managing Director	21	17	Yes
Mr. Pravin Ramesh Lad	01710743	Executive Director/ Whole-time Director	21	21	Yes
Mr. Sanjay Suryakant Dighe	02042603	Executive Director/Whole-time Director	21	20	Yes
Ms. Saily Prasad Lad	05336504	Promoter Director/Whole-time Director	21	18	Yes
Mr. Shubham Prasad Lad	07557584	Promoter Director/ Whole-time Director	21	19	Yes
Mr. Vijay Kumar Agarwal*	00058548	Independent Director	16	12	No
Professor Sunder Ram Govind Raghavan Korivi #	01590692	Independent Director	14	13	Yes
Dr. Dhanya Pattahil-	00130569	Independent Director	11	11	Yes
Dr. Yajyoti Digvijay SinghA	07971678	Independent Director	10	10	No
Lt. Colonel Kaninika ThakurA	10269540	Independent Director	10	10	Yes
Mr. Mahesh Vinayak ''Redkar @	10614348	Additional (Independent Director)	-	-	-

*Mr. Vijay Kumar Agarwal was appointed as an Independent Director of the Company with effect from June 21, 2023. 16 Board Meetings were held from the date of his appointment till the financial year end. Further, Mr. Vijay Kumar Agarwal resigned as an Independent Director of the Company with effect from May 10, 2024

#Professor Sunder Ram Govind Raghavan Korivi was appointed as an Independent Director of the Company with effect from June 30, 2023. 14 Board Meetings was held from the date of his appointment till the financial year end.

~Dr. Dhanya Pattathil was appointed as an Independent Director of the Company with effect from August 03, 2023.11 Board Meetings was held from the date of her appointment till the financial year end.

^ADr. Yajyoti Digvijay Singh and Lt. Colonel Kaninika Thakur were appointed as Independent Directors of the Company with effect from August 25, 2023. 10 Board Meetings were held from the date of their appointment till the financial year end.

@Mr. Mahesh Vinayak was appointed as an Additional Director (Non-Executive, Independent) of the Company with effect from June 25, 2024, subject to approval of members.

Committees of the Board

The Committees constituted by the Board focus on specific areas and take informed decisions within the framework of delegated authority and make specific recommendations to the Board on matters within their areas or purview. The decisions and recommendations of the Committees are placed before the Board for information or for approval, as required.

The constitution, role, composition and functioning of the Audit Committee, Nomination, Remuneration and Compensation Committee, Corporate Social Responsibility Committee, Risk Management Committee and Stakeholder Relationship Committee are in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

Further, the Company also has constituted Tender Committee and Finance Committee. IPO Committee and Committee of Independent Directors was constituted for the purpose of IPO.

The Company Secretary is the Secretary of all the Committees. The Board of Directors and Committees also take decisions by resolutions passed through circulation which are noted by the Board/respective Committees of the Board at their next meetings. The Minutes of meetings of all Committees of the Board are circulated to the Board of Directors for noting. During the year under review, all recommendations received from its committees were accepted by the Board.

Audit Committee

The Company has constituted an Audit Committee on August 25, 2023 in terms of the requirements of the Act and Regulation 18 of the SEBI Listing Regulations. The Committee comprises of the following members:

Sr. No.	Name of the Member	Designation	Status
1,1 1	Mr. Vijay Kumar Agarwal @	Chairperson/Member	Non- Executive, Independent Director
2	Professor Sunder Ram Govind Raghavan Korivi	Member	Non- Executive, Independent Director
3	Mr. Sanjay Suryakant Dighe	Member	Executive, CEO & Whole-time Director
,4	Dr. Yajyoti Digvijay Singh	Member	Non- Executive, Independent Director'' 1 :J * i
5	Mr. Mahesh Vinayak Redkar	Member	Non- Executive, Independent Director

@ Mr. Vijay Kumar Agarwal has ceased to be the Chairman and Member of the Committee w.e.f. May 10, 2024 due to resignation

The Committee was re-constituted on May 16, 2024 and Professor Sunder Ram Govind Raghavan Korivi, member of the Audit Committee was designated as the Chairperson of the Committee in place of Mr. Vijay Kumar Agarwal who resigned as a Director of the Company w.e.f. May 10, 2024. Dr. Yajyoti Digvijay Singh and Mr. Mahesh Vinayak Redkar were appointed as a Members of the Committee w.e.f. May 16, 2024 and August 12, 2024 respectively.

During the year under review, the Audit Committee met six times.

Vigil mechanism / whistle blower policy for Directors and employees

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism, as envisaged under the provisions of sub-section (9) of Section 177 of the Act, the Rules framed thereunder and Regulation 22 of SEBI Listing Regulations for the Directors, its employees as well as external stakeholders (customers, vendors, suppliers, outsourcing partners, etc.) to raise their concerns or observations without fear, or report instances of any unethical or unacceptable business practice or event of misconduct/unethical behavior, actual or suspected fraud and violation of Company''s Code of Conduct.

The Policy provides for protecting confidentiality of those reporting violation(s) as well as evidence submitted and restricts any discriminatory practices against complainants. The Policy also provides for adequate safeguards and protection against victimization of persons who avail such mechanism. To encourage employees to report any concerns and to maintain anonymity the Policy provides direct access for grievances or concerns to be reported to the Chairman of the Audit Committee.

The details of establishment of Vigil Mechanism/Whistle Blower Policy are posted on the website of the Company at https://www.krystal-group.com. and the weblink to the same at https://krvstal-group.com/wp-content/uploads/2019/09/7.-Whistle-Blower-policy.pdf

Corporate Social Responsibility (CSR)

During the year under review, the Company has partnered with credible agencies like Anthyodaya Pratishthan and Mi Mumbai Abhiyan Abhiman Pratishthan for implementing socially responsible projects in the areas of education as part of its initiatives under CSR. The Company has undertaken the CSR activities and complied with the provisions of Section 135 of the Act. The CSR activities/projects undertaken by your Company are in accordance with Schedule VII of the Act and based on approved CSR policy which are available on Company''s website: https://www.krystal-group.com

The Company has constituted CSR Committee on July 31, 2014 and the Committee comprises of the following members:

Sr. , No.	Name of the Member	Designation	Status
J	Mrs. Neeta Prasad Lad	Chairperson	Executive, Chairperson & Managing Director
2	Dr. Yajyoti Digvijay Singh	Member	Non- Executive, Independent Director
° 3	Mr. Sanjay Suryakant Dighe	Member	Executive, CEO & Whole-time Director

During the year under review, the Committee met one time.

The Committee was re-constituted on August 25, 2023. Ms. Neeta Prasad Lad was appointed as the Chairperson of the Committee w.e.f. July 31, 2014 and Dr. Yajyoti Digvijay Singh was appointed as a member of the Committee in place of Mr. Pravin Ramesh Lad w.e.f. August 25, 2023.

During the year under review, as per Section 135 of the Act, your Company was required to spend an amount of INR 56,96,569 equivalent to 2% of the ''average net profits'' of the last three(3) financial years. During the year under review, your Company has spent an aggregate amount of INR 83,00,000 on CSR activities. The CSR initiatives undertaken by your Company along with other CSR related details form part of the Annual Report on CSR activities for FY 2023-24, which is annexed as Annexure -1.

Risk Management Committee

The Company has constituted a Risk Management Committee (“RMC”) on August 25, 2023 in terms of the requirements of Regulation 21 of the SEBI Listing Regulations and also adopted a Risk Management Policy.

The Company is exposed to various risks in the areas it operates. The Company''s Risk Management Policy outlines guidelines in identification, assessment, measurement, monitoring, mitigating, and reporting of key business risks associated with the activities conducted.

The risk management mechanism forms an integral part of the business planning and review cycle of the Company. It is designed to provide reasonable assurance towards achievement of its goals by integrating management control into daily operations, ensuring compliance with legal requirements and safeguarding the integrity of the Company''s financial reporting and the related disclosures.

The Company has a mechanism in place to inform the Risk Management Committee and Board members about risk assessment, minimization procedures and periodical review thereof. The Risk Management Committee of the Company ensures that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company. The Committee periodically validates, evaluates, and monitors key risks and reviews the measures taken for risk management and mitigation. The key business risks faced by the Company and the various mitigation measures taken by the Company are detailed in the Management Discussion and Analysis section.

The Composition of the RMC Committee is as under:

Sr. No.	Name of the Member	Designation	Status
, 1	Mr. Vijay Kumar Agarwal @	Chairperson	Non- Executive, Independent Director
" 2	Lieutenant Colonel Kaninika Thakur	Member	Non- Executive, Independent Director
'' 3	Mr. Sanjay Suryakant Dighe	Member	Executive, CEO & Whole-time Director
4	Dr. Yajyoti Digvijay Singh	Member	Non- Executive, Independent Director

@ Mr. Vijay Kumar Agarwal has ceased to be the Chairman and Member of the Committee w.e.f. May 10, 2024 due to resignation & Lieutenant Colonel Kaninika Thakur was designated as Chairperson of the Committee w.e.f. May 16, 2024

The Committee was re-constituted on May 16, 2024 and Lieutenant Colonel Kaninika Thakur, member of RMC was designated as Chairperson of RMC in place of Mr. Vijay Kumar Agarwal who resigned as a Director of the Company on May 10, 2024. Dr. Yajyoti Digvijay Singh was appointed as Member w.e.f. May 16, 2024.

During the year under review, the Committee met twice.

Nomination, Remuneration and Compensation Committee and Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

The Board of Directors of the Company on August 19, 2023 constituted the Nomination, Remuneration and Compensation (NRC) Committee and the details of composition of the Committee are aiven herein below:

Sr. *No.	Name of the Member	Designation	Status
1	Lieutenant Colonel Kaninika Thakur	Chairperson	Non- Executive, Independent Director
2	Dr. Yajyoti Diavijay Sinah	Member	Non- Executive, Independent Director
3	Dr. Pattathil Dhanya	Member	Non- Executive, Independent Director
4	Mr. Mahesh Vinayak Redkar	Member	Non- Executive, Independent ’ Director

The Committee was re-constituted on August 25, 2023 and Lieutenant Colonel Kaninika Thakur, member of NRC Committee was designated as Chairperson of Committee in place of Dr. Dhanya Pattathil. Dr. Yajyoti Diavijay Sinah and Mr. Mahesh Vinayak Redkar were appointed as Members of the Committee w.e.f. Auaust 25, 2023 and Auaust 12, 2024 respectively.

Durina the year under review, the Committee met four times.

The Committee is vested with necessary powers, as per its Terms of Reference duly approved by the Board. Further details on the Nomination, Remuneration and Compensation Committee are provided in the Report on Corporate Governance formina part of this Annual Report.

The Board of Directors has adopted a Nomination and Remuneration Policy on September 15, 2023 in terms of the provisions of sub-section (3) of Section 178 of the Act and SEBI Listing Regulations dealing with appointment and remuneration of Directors, Key Manaaerial Personnel and Senior Manaaement Personnel.

The policy covers criteria for determinina qualifications, positive attributes, independence and remuneration of its Directors, Key Manaaerial Personnel and Senior Manaaement Personnel. The said Policy is annexed to this Report as Annexure -2 and is also available on the Company''s website i.e. https:/^krvstal-group.com/wp-content/uploads/2019/09/2.-Nomination-and-Remuneration-Policy.pdf

Stakeholders Relationship Committee

As required under the provisions of Regulation 20 of SEBI Listing Regulations, the Board of Directors of the Company on August 25, 2023 constituted the Stakeholder''s Relationship Committee and the details of composition of the Committee are given herein below:

Sr. No.	Name of the Member	Designation	Status
1	Professor Sunder Ram Govind Raghavan Korivi	Chairperson	Non- Executive, Independent Director
2	Dr. Pattathil Dhanya	Member	Non- Executive, Independent Director
3	Mr. Sanjay Suryakant Dighe	Member	Executive, CEO & Whole-time Director
4	Mr. Mahesh Vinayak Redkar *	Member	Non- Executive, Independent Director

*Mr. Mahesh Vinayak Redkar was appointed as a Member of the Committee w.e.f. August 12, 2024.

During the year under review, the Committee met one time.

The Committee is vested with necessary powers, as per its Terms of Reference duly approved by the Board. Further details on the Stakeholder''s Relationship Committee are provided in the Report on Corporate Governance forming part of this Annual Report.

Name and designation of the compliance officer

Ms. Stuti Maru, Company Secretary and Compliance Officer of the Company, is the Compliance Officer / Investor Relations Officer, who deals with matters pertaining to Shareholders'' grievances.

Tender Committee

The Board of Directors of the Company on August 25, 2023 constituted the Tender Committee and the details of composition of the Committee are given herein below:

Sr. No.	Name of the Member	Designation	Status
1	Mr. Pravin Ramesh Lad	Chairperson	Executive, Whole-time Director
2	Ms. Saily Prasad Lad	Member	Executive, Whole-time Director
3	Mr. Sanjay Suryakant Dighe	Member	Executive, CEO & Whole-time . Director

During the year under review, the Committee met thirteen times.

Finance Committee

The Board of Directors of the Company on September 15, 2023 constituted the Finance Committee and the details of composition of the Committee are given herein below:

Sr. No.	Name of the Member	Designation	Status
, 1	Mr. Pravin Ramesh Lad	Chairperson	Executive, Whole-time Director
2	Ms. Saily Prasad Lad	Member	Executive, Whole-time Director
3	Mr. Sanjay Suryakant Dighe	Member	Executive, CEO & Whole-time Director

During the year under review, the Committee met twelve times.

The Committee is vested with necessary powers, as per its Terms of Reference duly approved by the Board. Further details on the Finance Committee are provided in the Report on Corporate Governance forming part of this Annual Report.

IPO Committee

The Board of Directors of the Company on September 15, 2023 constituted the IPO Committee solely for the purpose of Initial Public Offer of the Company and to decide other matters related to the said Offer and the details of composition of the Committee are given herein below:

Sr. No.	Name of the Member	Designation	Status
„ 1	Mr. Pravin Ramesh Lad	Chairperson	Executive, Whole-time Director .
£ 2	Ms. Saily Prasad Lad	Member	Executive, Whole-time Director
3	Mr. Sanjay Suryakant Dighe	Member	Executive, CEO & Whole-time ^ Director ''

During the year under review, the Committee met five times.

The Committee is vested with necessary powers, as per its Terms of Reference duly approved by the Board. Further details on the IPO Committee are provided in the Report on Corporate Governance forming part of this Annual Report.

Pursuant to listing of equity shares of the Company on the Stock Exchanges, the IPO related matters have concluded and therefore the IPO Committee will be dissolved.

Committee of Independent Director

A committee of independent Directors of the Company was specifically constituted to recommend the price band in relation to the initial Public Offer of the Company as per the requirement of Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and the details of composition of the Committee are given herein below:

Sr. No.	Name of the Member	Designation	Status
1	Professor Sunder Ram Govind Raghavan Korivi	Chairperson	Non- Executive, Independent Director
2	Dr. Dhanya Pattathil	Member	Non- Executive, Independent Director
3	Dr. Yajyoti Digvijay Singh	Member	Non- Executive, Independent Director
4	Lieutenant Colonel Kaninika Thakur	Member	Non- Executive, Independent Director ‘
5	Mr. Vijay Kumar Agarwal	Member	Non- Executive, Independent '' Director

During the year under review, the Committee met one time.

The Committee was vested with necessary powers, as per its Terms of Reference duly approved by the Board of Directors. Further details on the Committee of independent Directors are provided in the Report on Corporate Governance forming part of this Annual Report.

Mr. Vijay Kumar Agarwal has ceased to be the Member of Committee of independent Directors w.e.f May 10, 2024, due to his resignation from the Board of Directors of the Company.

Pursuant to listing of equity shares of the Company on the Stock Exchanges, the IPO related matters have concluded and therefore the Committee of independent Directors, will be dissolved.

Directors'' Responsibility Statement

Pursuant to the provisions of Sections 134(3)(c) and 134(5) of the Act and based on the information provided by the management, the Board of Directors of the Company, to the best of their knowledge and belief, confirm that:

(_a) in the preparation of the annual accounts for the period commencing from April 01, 2023 to March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the period under review and of the profit and loss of the Company for that period;

(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 were operating effectively; and

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

Familiarisation Programme

The Company has adopted a Policy on Familiarisation Programme on September 15, 2023. The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details relating to the familiarization programme are available on the website of the Company at

https:/^krvstal-group.com/wp-content/uploads/2019/09/Familiarization-Programme-for-Independent -Directors.pdf

Board Evaluation

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and the Non-Executive Directors (including Independent Directors) on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance of the Executive Directors is evaluated on the basis of achievement of their Key Result Areas.

The Board evaluation exercise for FY 2023-24 was carried out after the closure of financial year through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

In a separate meeting of Independent Directors held on March 28, 2024, performance of Non-independent Directors and performance of the Board as a whole was evaluated. The Independent Directors were satisfied with the overall functioning of the Board, its various committees and performance of other Non-Executive and Executive Directors.

The Board of Directors has expressed its satisfaction with the evaluation process.

Auditors

Statutory Audit & Statutory Auditors

In accordance with Section 139(2) of the Act, M/s. T. R. Chadha & Co LLP, Chartered Accountants (Firm Registration No. 006711N/ N500028) were appointed as Statutory Auditors by the members of the Company at the Nineteen Annual General Meeting held on December 30, 2020 for a term of 5 consecutive years to hold office until the conclusion of the Twenty Fourth Annual General Meeting to be held in the calendar year 2025, at such remuneration, as recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors from time to time.

M/s. T. R. Chadha & Co LLP, Chartered Accountants (Firm Registration No. 006711N/ N500028) have resigned as the Statutory Auditors of the Company vide their letter dated August 11, 2024, before completion of their term. Their resignation has caused a casual vacancy in the office of Statutory Auditors.

Based on the recommendation of the Audit Committee and approval of the Board of Directors, M/s. Maheshwari & Co., Chartered Accountants (Firm Registration No.: 105834W), Mumbai, have been appointed as the Statutory Auditors of the Company, to fill the casual vacancy caused due to the resignation of M/s. T R Chadha & Co LLP, Chartered Accountants (FRN: 006711N/N500028), Mumbai, to hold office from August 12, 2024 till the conclusion of the 23^rd Annual General Meeting.

The Board of Directors of the Company at its meeting held on August 12, 2024, on recommendations of Audit Committee have further appointed M/s. Maheshwari & Co., Chartered Accountants (Firm Registration No.: 105834W) for a period of 5 (Five) years, subject to approval of shareholders at ensuing Annual General Meeting, to hold office from the conclusion of Twenty Third Annual General Meeting till the conclusion of Twenty-Eight Annual General Meeting.

Your Company has received a letter from M/s. Maheshwari & Co., Chartered Accountants (Firm Registration No.: 105834W) communicating their eligibility and consent to accept the office, if appointed, to act as the Statutory Auditors of the Company in place of M/s. T. R. Chadha & Co LLP, Chartered Accountants (Firm Registration No. 006711N/ N500028) with a confirmation that, their appointment, if made, would be within the limits prescribed under the Act.

The Auditors'' Report “with an unmodified opinion”, given by M/s. T. R. Chadha & Co LLP, Chartered Accountants, Statutory Auditors, on the Financial Statements of the Company for FY 2023-24, is disclosed in the Financial Statements forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report and the same does not call for any further comments. The Notes to the Financial Statements are self-explanatory and do not call for any further comments.

Internal Auditor

J C Kabra & Associates were appointed as the Internal Auditors of the Company with effect from May 13, 2024.

Annual Audit Plans are prepared on the basis of the discussions between the Internal Auditor and Audit Committee. The Audit Committee periodically reviews such plans and modifies them as and when required. Internal Auditors independently conduct objective assessment of Company''s financial and operational processes, risk management practices, regulatory compliances, and effectiveness of internal controls. Internal Audit Reports along with the Management response/action plans are reviewed by the Audit Committee, on a quarterly basis.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with Rules made thereunder, the Board of Directors, on the recommendation of the Audit Committee had appointed Kajal Jakharia & Associates, Practising Company Secretaries (FCS No.:7922 COP :23149) to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as Annexure -3 to this Report. The Report contains the following qualifications:

1. The Company has not complied with the provisions of maintenance of Structured Digital Database (SDD) as on the year ended March 31, 2024 pursuant to the provisions of Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015. However, the same has been complied with as on the date of this report.

2. Pursuant to various SEBI circulars on implementation of System Driven Disclosures under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations, 2015 - the database of promoters including members of promoter group, designated persons and directors was not updated as on the year ended March 31, 2024. However, the same has been complied with as on the date of this report.

3. Regulation 21(3C) of SEBI Listing Regulations was not complied as one hundred and eighty days elapsed by fifteen days between two consecutive meetings of the Risk Management Committee.

4. The Company has not maintained/updated MBP-4: Register of Contracts with Related Party and Contracts and Bodies etc., in which Directors are interested pursuant to Section 189 and Rule 16 of Companies (Meetings of Board and its Powers) Rules, 2014 of the Act.

5. The Company has not complied with Section 135(3)(b) of the Act with respect to recommending the amount of CSR expenditure to be incurred on the activities, however the Company has duly spent an amount of INR 83,00,000/- on CSR activities during the period under review.

Management response

1) The Company was in the process of evaluating system solution available to identify a sustainable database to ensure full compliance of this regulatory requirement. Hence, on the year ended March 31, 2024 the Company was not maintaining SDD. However, the Company has purchased a software for maintenance of SDD and has started maintaining data in the SDD Software w.e.f. June 20, 2024 and the same is now functional.

2) The Software for implementation of System Driven Disclosures under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations, 2015 is working and data is captured on the said software.

3) The Company has taken note of audit points mentioned at serial no. 3, 4 and 5 and will ensure compliance of the same in the current financial year.

Frauds

There have not been any frauds reported by the Auditors of the Company under Section 143(12) of the Act.

Particulars of loans given, investments made, guarantees given, or security provided by the Company

The loans given, investments made and guarantees given and securities provided during the year under review, are in compliance with the provisions of the Section 186 of the Act and Rules made thereunder and details thereof are given in Note No. 14 to the Standalone Financial Statements.

Loans from Directors or Directors'' relatives

During the year, the Company had not obtained any loan from any of the Directors or their relatives.

Related Party Transactions

All related party transactions entered during the year were in the ordinary course of business and on arm''s length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. For material related party transactions, the Company obtains prior approval of the Members of the Company. A statement giving details of all Related Party Transactions are placed before the Audit Committee on a quarterly basis for its review. There are no materially significant related party transactions entered into by the Company with its Directors/Key Managerial Personnel or their respective relatives, the Company''s Promoter(s), its Subsidiaries/Joint Ventures/ Associates or any other related party, that may have a potential conflict with the interest of the Company at large.

Pursuant to SEBI Listing Regulations and basis the recommendation of the Audit Committee. the shareholders of the Company granted approval for Material Related Party Transaction(s) between the Company and Volksara Techno Solutions Private Limited and Navagunjara Finance Private Limited for a period of 3 years on January 11, 2024.

In terms of Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts or arrangements entered into with related parties in Form AOC-2 is appended as Annexure -4 to this Annual Report.

As required under Regulation 23(1) of the SEBI Listing Regulations, the Company has in place a ''Policy on Related Party Transactions'' which is available on the website of the Company at https://krvstal-qroup.eom/wp-content/uploads/2019/09/6.-Policv-on-dealinq-with-related-partv-tran sactions.pdf

Further, pursuant to the SEBI Listing Regulations, the Company has filed half yearly reports on Related Party Transactions with BSE Limited and National Stock Exchange of India Limited.

Particulars of Employees

In terms of the requirements 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, the disclosures pertaining to the remuneration and other details, are annexed to this Report as Annexure-5.

The statement containing names and other details of the employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is open for inspection and any Member interested in obtaining a copy of the same may write to the Company.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A ‘Prevention of Sexual Harassment'' Policy, which is in line with the statutory requirements, along with a structured reporting and redressal mechanism, including the constitution of Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the POSH Act”), is in place.

During FY 2023-24, there were no complaints received under the provisions of the POSH Act.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

a) The provisions of Section 134(3)(m) of the Act and the Rules made there under relating to conservation of energy and technology absorption do not apply to your Company as it is not a manufacturing Company.

b) Foreign Exchange Earnings during the year under review was INR NIL as against previous year INR NIL and Foreign Exchange Outgo during the year under review was INR NIL as against previous year INR NIL.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

Names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year

During the year under review, no company became/ceased to be a Subsidiary, Joint Venture, Associate Company of the Company.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has established a system of internal controls and business processes, comprising of policies and procedures, with regards to efficiency of operations, financial reporting and compliance with applicable laws and regulations etc. commensurate with its size and nature of the business. Regular checks are undertaken to ensure that systems and processes are followed effectively, and systems & procedures are periodically reviewed to keep pace with the growing size and complexity of your Company''s operations. Company also has a well-defined process for an on-going management reporting and periodic review of operations to ensure effective decision-making. During the year under review, proper internal financial controls were in place and the financial controls were adequate and were operating effectively.

Annual Return

As required under the provisions of Sections 134(3) (a) and Section 92(3) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in prescribed form MGT 7 has been placed on the website of the Company at Krystal Integrated Services Limited https://www.krystal-qroup.com.

Managing Director and Chief Financial Officer Certificate

In terms of the SEBI Listing Regulations the certificate, as prescribed in Part B of Schedule II of the SEBI Listing Regulations has been obtained from CEO and CFO, for the Financial Year 2023-24 with regard to the Financial Statements and other matters.

Secretarial Standards and Compliance

During the year under review, the Company has complied with the applicable provisions of Secretarial Standards issued by The Institute of Company Secretaries of India on Board Meetings and General Meetings.

Corporate Governance Report

The Company is committed to maintaining the highest standards of corporate governance and continues to be compliant with the requirements of corporate governance as enshrined in the SEBI Listing Regulations. The Report on Corporate Governance together with the Certificate from the Practising Company Secretary confirming compliance with conditions on Corporate Governance as stipulated in the SEBI Listing Regulations as on March 31, 2024 forms part of this Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for FY 2023-24, as stipulated under the SEBI Listing Regulations forms part of the Annual Report.

Other Disclosures

The Directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions/events have not taken place during the year under review:

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

b) The Company has not issued shares (including sweat equity shares) to employees under any scheme.

c) There was no revision in the financial statements.

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

e) There has been no change in the nature of business of the Company as on the date of this report.

f) The Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries.

g) There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

h) There are no proceedings, pending under the Insolvency and Bankruptcy Code, 2016 corporate insolvency resolution for the end of financial year March 31, 2024.

i) There was no instance of one-time settlement with any Bank or Financial Institution.

j) Company is not required to maintain cost records under Section 148 of the Act.

k) The Company has not issued any equity shares under Krystal Integrated Services Limited Employee Stock Option Plan, 2023 during the year under review and hence no information is provided as per provisions of Section 62(1)(b) of the Act.

l) There are no agreements defined under clause 5A of paragraph A of Part A of Schedule III of SEBI Listing Regulations that are binding on the Company.

Acknowledgements / Appreciations

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates, members and other stakeholders for their continued support to the Company.

For and on behalf of the Board of Directors of Krystal Integrated Services Limited (Previously known as Krystal Integrated Services Private Limited)

Date: August 12, 2024 Neeta Lad Sanjay Dighe

Place: Mumbai Chairperson & Managing Director CEO & Whole time Director

DIN: 01122234 DIN: 02042603