Kritika Wires Ltd

Dear Members,

Your Directors are pleased to present the 20^th (Twentieth) Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended 31^st March, 2024.

Kritika Wires Limited (KWL) incorporated in the year 2004 is engaged in the manufacturing of all types of Steel wire and galvanized wire for nearly two decades. The company is an ISO 9001:2015, ISO 14001:2015, ISO 45001:2018 certified company. KWL is having its registered office at 1A, Bonfield Lane, Kolkata-700001 and manufacturing unit at Sankrail Industrial Park with an installed capacity of 66,200 MTPA.

The company is run by well experienced entrepreneurs who are in the field of manufacturing for nearly three decades.

The Board consists of members carrying vast experience in the field of Management, Finance, Manufacturing and Marketing. The Board is also actively involved in the day-to-day operations of the Company along with the support of a team of qualified and experienced professional.

The Financial Statements are prepared and presented in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 notified under Section 133 read with sub-section (1) of section 210A of the Companies Act, 2013 (“the Act”) and guidelines issued by the Securities and Exchange Board of India (SEBI), as applicable.

Financial highlights of the Company during the year under review are as under:

During the year under review, the performance of the Company was satisfactory. The total income during the year under review has increased by 52.89.% from Rs. 28,676.09 lakhs in the previous to Rs. 43,843.13 lakhs. The Profit Before Tax (PBT) was Rs. 1,381.56 lakhs against Rs. 779.98 lakhs in the previous year. The Profit After Tax (PAT) was Rs. 1,040.07 lakhs against Rs. 598.58 lakhs in the previous year.

There was no change in the nature of business of the Company during the year.

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

The Board of Directors has not recommended any Dividend for the Financial Year 2023-24.

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

The Authorized Share Capital was increased from Rs. 18,50,00,000/- divided into 9.25.00. 000 equity shares of Rs. 2/- each to Rs. 54,00,00,000/- divided into 27.00. 00.000 equity shares of Rs. 2/- each, by creation of further 17,75,00,000 equity shares of Rs. 2/- each.

The paid-up Equity Share Capital as on 31^st March,2024 was Rs.53,25,60,000/- divided into 26,62,80,000 Equity Shares of Rs. 2/- each..

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

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

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

On 26^thOctober, 2023, the Board of Directors of the Company approved issuance of Bonus Shares in the proportion of 2:1 i.e., 2 (Two) Bonus equity share of Rs. 2/- fully paid-up for every 1 (One) existing fully paid-up equity shares of Rs. 2/- each held by the existing members, and the same was approved by members vide postal ballot dated 28^th November, 2023.

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

The Annual Return of the Company as on 31^st March, 2024 in Form MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and is available on the website of the Company at www.kritikawires.com.

No material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.

Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being made for conservation of energy and minimizing power cost.

We are well aware of latest technology being available in our field of operation. Necessary training is imparted to the relevant people from time to time as and when required, to make them well acquainted with the latest technology.

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

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

(Rs. In lakhs)

The Company's Risk Management assessment and policies and process are established to identify and analyse the risk faced by the Company, to set appropriate risk limit and controls and to monitor such risk and compliance with the same.

The risks existing in the internal and external environment are periodically identified and reviewed, based on which, the cost of treating risks is assessed and risk treatment plans are devised.

The Company has not given any loan or provided any guarantee or made any investment under provisions of Section 186 of the Companies Act, 2013. However, the particulars of all loans, guarantees or investments made by the Company are given in notes to Financial Statements.

All transactions entered with Related Parties during the financial year were on an arm's length basis and were in ordinary course of business and the provision of Section 188 of the Companies Act, 2013 are not attracted. There are no materially significant related party transactions during the period under review made by the Company with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC- 2 is not required. However, details of all related party transactions are given in Notes to Financial Statements.

The related party transactions/contacts/arrangements/transactions entered by the Company with its Related Parties are pre-approved by the Audit Committee. All Related Parties Transactions are placed before the Audit Committee for review on a quarterly basis.

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

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee are in accordance with Companies Act, 2013 (“the Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR) Regulations, 2015”], wherever applicable.

Based on the recommendation of the Nomination and Remuneration Committee, the Board, in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable SEBI (LODR) Regulations, 2015 had appointed Mr. Rajiv Adukia (DIN: 10371673) and Mrs. Pooja Bacchawat (DIN: 09011940) as an Additional Non-Executive Independent Director of the Company with effect from 26^thOctober, 2023, not liable to retire by rotation. Subsequently, the appointment of Mr. Rajiv Adukia and Mrs. Pooja Bacchawat was approved by the members of the Company through Postal Ballot dated 28^th November, 2023. The Independent Directors bring to the Board extensive knowledge and experience in areas of Governance, Risk Management and Finance.

Pursuant to Section 152 of the Companies Act, 2013, at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation.

The Independent Directors hold office for a fixed term of not exceeding five years from the date of their appointment and are not liable to retire by rotation.

Accordingly, Mr. Ankush Agarwal (DIN: 08071021), Executive Whole-time Director, being the longest in the office among the Directors liable to retire by rotation, retires from the Board this year and, being eligible, has offered himself for re-appointment.

The brief resume and other details relating to Ankush Agarwal (DIN: 08071021) who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the notice calling ensuing Annual General Meeting.

During the year under review, 9 (Nine) meetings of the Board of Directors of the Company were held on 3^rd May 2023, 30^th May 2023, 26^th July 2023, 14^th August 2023, 6^th September 2023, 26^th October 2023, 9^th November 2023, 20^th December 2023 and 9^th February 2024 respectively. The gap between two consecutive meetings of the Board of Directors was less than 120 days.

To comply with the provisions of Schedule IV of the Companies Act, 2013, the Independent Directors met once during the Financial Year 2023-2024 on 08^th March, 2024, without the presence of Non-Independent Directors and members of the management team and interalia reviewed -

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

• The performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-executive Directors; and

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

The Company has received declarations from all the Independent Directors that they meet the criteria of independence as laid down under Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations, 2015.

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarise with the Company's procedures and practices.

Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company including Finance, Sales, Marketing of the Company's major business segments, practices relating to Human Resources, global business environment, business strategy and risks involved.

The details of the familiarization programme policy of the Independent Directors are available on the website of the Company at www.kritikawires.com.

The Board of Directors of the Company ensures formation and monitoring of robust evaluation framework of the Individual Directors including Chairman of the Board, Board as a whole and various Committees thereof and carries out the evaluation of the Board, the Committees of the Board and Individual Directors, including the Chairman of the Board on annual basis.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated.

Board Evaluation for the Financial Year ended 31^st March, 2024 has been completed by the Company internally which included the evaluation of the performance of the Board as a whole, Board Committees and Directors individually including the Chairman of the Board and results of the same were shared with the Board.

The Key Managerial Personnel of the Company as on 31^st March, 2024 are:

During the year under review, there has been no change in the Key Managerial Personnel.

There are 4 (four) committees of the Board as on 31^st March, 2024:

a) Audit Committee

The Board of Directors had constituted Audit Committee in compliance with the provisions of Section 177 of the Companies Act, 2013and Regulation 18 of SEBI (LODR) Regulations, 2015, as amended from time to time. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures with the highest levels of transparency, integrity and quality of financial reporting.

The composition of Audit Committee as on 31^st March, 2024 is as follows:

Mr. Mahesh Kumar Sharma, Company Secretary acts as secretary to Committee.

During the year, 6 (six) meetings of Audit Committee were held on 30^th May, 2023,14^th August, 2023, 6^th September, 2023, 26^th October, 2023, 9^th November, 2023 and 9^thFebruary, 2024 respectively.

b) Nomination and Remuneration Committee

The Board of Directors had constituted Nomination and Remuneration Committee in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. This Committee identifies the persons, who are qualified to become Directors of the Company / who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and also carries out evaluation of every director's performance.

The composition of Nomination and Remuneration Committee as on 31^st March, 2024 is as follows:

Mr. Mahesh Kumar Sharma, Company Secretary acts as secretary to Committee. During the year, 1 (One) meeting of Committee was held on 26^th October, 2023

c) Corporate Social Responsibility (CSR) Committee

Your Company has a defined Corporate Social Responsibility (CSR) Committee in compliance with the requirements of Section 135 of the Companies Act, 2013.

The composition of CSR Committee as on 31^st March, 2024 is as follows:

Mr. Mahesh Kumar Sharma, Company Secretary acts as secretary to Committee.

During the year, 1 (One) meeting of CSR Committee was held on 07^th March,2024.

d) Stakeholders Relationship Committee

Your Directors have constituted Stakeholders Relationship Committee in compliance with the requirements of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.

The composition of Stakeholders Relationship Committee as on 31^st March, 2024 is as follows:

Mr. Mahesh Kumar Sharma, Company Secretary acts as secretary to Committee.

During the year, 1 (One) meeting of Committee was held on 26^th October, 2023.

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

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

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

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

In staying true to our values of Strength, Performance and Passion and in line with our Vision of being one of the most respected Companies in India, the Company is committed to high standards of Corporate Governance and Stakeholder responsibility. The Company has a vigil mechanism that ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made to any person for a genuinely raised concern through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company in compliance with the provision of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015.

The Policy provides adequate protection to the Directors, employees and Business associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

Further the mechanism adopted by the Company encourages a whistle blower to report genuine concern or grievances and provides for adequate safeguard against victimization of the whistle blower who avails of such mechanism as well as direct access to the Chairman of the Audit Committee. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the whistle blowers have been denied access to the Audit Committee of the Board.

Pursuant to provisions of Section 178 of the Companies Act, 2013, the Board, on the recommendation of the Nomination and Remuneration Committee, has framed a Nomination and Remuneration Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. The Nomination and Remuneration Policy is available on the website of the Company at www.kritikawires.com.

The Company does not have any subsidiary, associate or joint venture. There was no Company which has become or ceased to be Company's Subsidiary, Joint Venture or Associate during the Financial Year 2023-24.

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The current system of internal financial control is aligned with the statutory requirements. Effectiveness of internal financial control is ensured through management reviews, controlled self-assessment and independent testing by the Internal Auditor.

M/s G.P. Agrawal & Co. (FRN: 302082E) Chartered Accountants, have been appointed as Statutory Auditors of the Company for a term of 5 years to hold office from the conclusion of 15^th Annual General Meeting till the conclusion of 20^th Annual General Meeting to be held in the year 2024.

The tenure of existing Statutory Auditors is expiring at the ensuing Annual General Meeting (AGM). The Board of Directors recommended the appointment of M/s. G.P. Agrawal & Co. (FRN: 302082E) Chartered Accountants, for a further period of 5 (five) years, subject to the approval of members at the ensuing AGM.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditor Report to the members for the year ended 31^st March, 2024 does not contain any qualification, reservation, adverse remark or disclaimer. Also there has been no instance of fraud reported by the statutory auditors for the period under review.

As recommended by the Audit Committee, the Board of Directors had re-appointed M/s. M. Kumar Jain & Co., Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2023-24 to conduct internal audit of the Company and their report on findings is submitted to the Audit Committee on periodic basis.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had re-appointed Mr. Rajesh Ghorawat, Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2023-24 in the prescribed Form MR- 3 is appended as to this Board's Report.

The Company has maintained cost records for the products as specified by the Central Government under sub-section (1) of Section148 of the Companies Act, 2013. M/s. Sohan Lal Jalan and Associates, Cost Accountants, has carried out the cost audit of the Company for the Financial Year 2023-24.

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

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review impacting the going concern status and the operations of the Company in future.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Ac') and Rules made there under, your Company have constituted Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace.

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

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

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has undertaken projects/programs in accordance with the CSR Policy. The details of the CSR projects are given as ‘Annexure -A ' to this Report.

The company has complied with the applicable provisions of Secretarial Standards SS-1 and SS-2 with respect to convening of Board Meetings and General Meetings during the period under review.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.