Your Directors are pleased to present the 18^th Annual Report on the business and operations of the
company together with the Audited Financial Statements for the year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended March 31, 2026 along
with previous years'' figures is summarized below:

2. FINANCIAL PERFORMANCE AND STATE OF THE COMPANY''S AFFAIRS

The Company has earned a net profit after tax of INR 2,77,23,000/- (Rupees Two Crore Seventy-
Seven Lakh Twenty-Three Thousand Only) for the current Financial Year i.e. 2025-26 whereas
net profit after tax in the previous Financial Year, i.e. 2024-25 was INR 2,15,09,000/- (Rupees
Two Crore Fifteen Lakh Nine Thousand Only). These financial results are presented in the
Statement of Profit & Loss and are self-explanatory. Your directors are hopeful of generating
more revenues and focusing further growth in coming years.

3. TRANSFER OF AMOUNT TO RESERVES

Pursuant to provision of section 134(1)(j) of the Companies Act, 2013,

• Rs. 1031.53 Lakhs were transferred, being the Security Premium. and

• Rs. 479.14 Lakhs being the Profit of the period to the general reserves account of the
Company during the year under review.

The company has a closing balance of Rs. 1510.67 Lakhs (Rupees Fifteen Crore Ten Lakh Sixty-
Seven Thousand Only approx.) as Reserves and Surplus as on 31.03.2026.

4. CHANGE IN NATURE OF BUSINESS

Krupalu Metals Limited is a public limited company listed on the SME Platform of BSE, with its

equity shares listed and admitted to trading with effect from 16^th September 2025. The
Company is engaged in the manufacturing of a wide range of brass and copper products and has
established itself as a reliable manufacturer catering to the diverse requirements of various
industries.

The Company specializes in the manufacturing of brass and copper sheets and strips, metal
components, and the execution of various job work services. Its product portfolio includes
cutting components, inserts, pipe fittings, profiles, terminals, electrical components, bus bars,
and several other customized brass and copper products manufactured to meet specific
customer requirements. In addition to its manufacturing operations, the Company is also
engaged in the trading of raw materials, enabling it to maintain a robust supply chain and
efficiently serve the evolving needs of its customers across diverse industrial sectors.

5. DECLARATION OF DIVIDEND:

In order to conserve resources and strengthen the financial position of the Company for its
future growth and business prospects, the Board of Directors has not recommended any
dividend for the financial year 2025-26.

6. SHARE CAPITAL AND CORPORATE ACTION
Authorised share capital

The Authorized share capital of the Company is Rs. 6,00,00,000/- divided into 60,00,000 equity
shares of Rs. 10 each as on Financial Year ended 2025-2026.

Issued. Subscribed & Paid-Up Capital

At the beginning of Financial Year 2025-26, the paid-up capital of the company stood at Rs.
4,00,00,000/- (Rupees Four Crores Only) divided into 40,00,0000 equity shares of Rs. 10 each.

During the year Company has issued and allotted 18,72,000 Equity Shares of ^10/- each for cash
price at a price of ^72/- per share inclusive of a premium by way of Initial Public Offer opens
September 08, 2025, and closes on September 10, 2025.

Consequently, the Paid-up Capital of the Company is increased to Rs. 5,87,20,000/- divided into
58,72,000 Equity Shares of Rs. 10/- each and entire equity shares of the company were listed
on SME Platform of BSE w.e.f. 16th September, 2025.

7. DEMATERIALIZATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The
ISIN No. INE0XZB01017 has been allotted for the company. Therefore, the investors may keep
their shareholding in the electronic mode with their depository Participant 100% of the
Company''s paid-up Share Capital is in dematerialized form as on 31st March, 2026.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Equity shares of the Company were listed on BSE under SME segment with effect from 16^th
September, 2025. No other changes were made during the Financial Year 2025-26.

9. DEPOSIT

The Company has neither accepted nor renewed any deposits falling within the purview of
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,
2014 as amended from time to time, during the year under reporting and therefore details
mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits,
covered under Chapter V of the Act is not required to be given.

10. DETAILS OF HOLDING/SUBSIDIARIES/IOINT VENTURE/ASSOCIATE COMPANIES

As on March 31, 2026, the Company does not have any subsidiary or joint venture or associate
company.

11. LISTING STATUS:

The Company''s equity shares are listed on SME Platform of BSE with Symbol KRUPALU on 16^th
September, 2025.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Directors & Key Managerial Personnel (KMP)

The Board of the Company was duly constituted in accordance with the provisions of the
Companies Act, 2013. As on the date of the report, your company has the following Directors
and Key Managerial Personnel:

Changes in the Management of the company during the F.Y. 2025 - 2026:

• During the year, Ms. Pooja Gupta, Company Secretary and Compliance Officer have
resigned from the office w.e.f. 31^st October, 2025

• Ms. Ranjna Kumari has been appointed as the Company Secretary & Compliance Officer of
the Company w.e.f. 28^th January, 2026.

b) Details of Board meetings

The Board of the company regularly meets to discuss various business opportunities. Additional
Board Meetings are convened as and when required to discuss and decide on various business
policies, strategies and other businesses.

During the financial year 2025-26, the Board of directors duly met 7 (Seven) times and in
respect of which meetings, proper notices were given and the proceedings were properly
recorded and signed in the minutes'' book maintained for the purpose, details of which are given
below:

• 30th April, 2025

• 17^th May, 2025

• 23^rd August, 2025

• 01^st September, 2025

• 12^th September, 2025

• 13^th November, 2025

• 28 ^th January, 2026

c) Attendance of Directors in the Board Meeting:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board
has carried out annual performance evaluation of its own performance.

The Directors expressed their satisfaction with the evaluation process and outcome. The
performance of each of the non-independent directors was also evaluated by the independent
directors at the separate meeting held of the Independent Directors of the Company.

d) DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET REAPPOINTED:

Mr. Navinbhai Katariya (DIN: 06578565) the Director of the company, who retires by rotation
in accordance with the provisions of Section 152 of the Companies Act, 2013 at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment. The detailed
profile of Mr. Navinbhai Katariya has been included in the Notice convening the ensuing AGM.

The Company has received consent in writing to act as director in Form DIR-2 and intimation in
Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors)
Rules, 2014 to the effect that they are not disqualified under section (2) of section 164 of the
Companies Act, 2013. The Board considers that his association would give immense benefit to
the Company and it is desirable to avail his services as Directors.

Accordingly, the Board recommends the resolution related to the appointment of above
directors for the approval of shareholders of the company.

e) REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS''
DATABANK:

All the Independent Directors of the Company have been registered under the Independent
Directors Databank maintained by Indian Institute of Corporate Affairs.

13. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(6) of the Companies Act, 2013, and the rules
made thereunder, the Company has received declarations from Mr. Anandbhai Nalinbhai Pathak
(DIN -10543800) and Mrs. Nikita Gaurav Tank (DIN -10555187) Independent Directors
confirming that they meet the criteria of independence as prescribed under the Act and are not
disqualified from continuing as Independent Directors of the Company.

These declarations confirm that they are independent of the management and possess the
requisite integrity, expertise, and experience to serve on the Board as Independent Directors.
The Board of Directors places on record its deep appreciation for the valuable contributions
made by the Independent Directors in guiding the Company towards sustained growth and
governance excellence.

14. COMMITTEES OF BOARD:

The Company has duly constituted and reconstituted the following statutory Committees in
terms of the provisions of the Act read with relevant rules framed thereunder during the
reporting period and up to the date of this report:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

a) Audit Committee:

The Audit Committee of the Company is constituted as on 3rd October,2024 in line with the
provisions of Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line
to monitor and provide effective supervision of the management''s financial reporting process,
to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and
quality of Financial Reporting.

All the members of the Committee have accounting and financial management expertise. The
Company Secretary is the secretary to the committee.

The Audit Committee has been authorized to look after the following major functions:

(a) To recommend for appointment, remuneration and terms of appointment of auditors of
the company;

(b) To review and monitor the auditor''s independence and performance, and effectiveness
of audit process;

(c) T o examine the financial statement and the auditors'' report thereon;

(d) To approve or any subsequent modification of transactions of the company with related
parties;

(e) T o conduct scrutiny of inter-corporate loans and investments;

(f) To evaluate undertakings or assets of the company, wherever it is necessary;

(g) To evaluate internal financial controls and risk management systems;

(h) To monitor the end use of funds raised through public offers and related matters.

(i) To call for the comments of the auditors about internal control systems, the scope of
audit, including the observations of the auditors and review of financial statement before
their submission to the Board and to discuss any related issues with the internal and
statutory auditors and the management of the company.

(j) To investigate into any matter in relation to the items specified in or referred to it by the
Board and for this purpose shall have power to obtain professional advice from external
sources and have full access to information contained in the records of the company.

(k) The Audit Committee functions in accordance with the terms of reference specified by the
Board of Directors and ensures the integrity of the Company''s financial reporting process,
compliance with legal and regulatory requirements, and the adequacy of internal control
systems.

(l) During the year, all recommendations of the audit committee were approved by
the Board of Directors.

Meeting of Audit Committee

During the Financial Year under review 04 (Four) meetings of the Members of Audit
Committee were held.

The dates on which the said meetings were held:

1. 12^th May, 2026

2. 23^rd August, 2025

3. 13^th November, 2025

4. 15^th February, 2026

b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted as on
3^rd October, 2024 in line with the provisions of Section 178 of the Companies Act,
2013. The Nomination and Remuneration Committee recommends the appointment
of Directors and remuneration of such Directors. The level and structure of
appointment and remuneration of Jall Key Managerial personnel and Senior
Management Personnel of the Company, as per the Remuneration Policy, is also
overseen by this Committee.

The Committee has been authorized to look after following major functions:

1. To identify persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, recommend to the Board
their appointment and removal and shall carry out evaluation of every director''s
performance.

2. To formulate the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration for the directors, key managerial personnel and other employees.

3. To ensure that—

a. the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate directors of the quality required to run the company
successfully;

b. relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and remuneration to directors, key managerial
personnel and senior management involves a balance between fixed and incentive
pay reflecting short and long-term performance objectives appropriate to the
working of the company and its goals.

c. The policy so framed by the said Committee shall be disclosed in Board''s Report to
shareholders.

Meeting of Nomination and Remuneration Committee:

During the Financial Year under review 01 (one) meetings of the Members of
Nomination and Remuneration Committee were held.

The dates on which the said meetings were held:

• 23^rd August, 2025

• 28 ^th January, 2026

c) Stakeholders Relationship Committee:

The Company has constituted Stakeholder Relationship Committee as on 3^rd October,2024
of Directors in compliance with provisions of section 178 of Companies Act, 2013 to look
into the redressal of complaints of investors such as transfer or credit of shares, non¬
receipt of dividend/notices /annual reports, etc.

Meeting of Stakeholders Relationship Committee:

During the Financial Year under review 01 (one) meetings of the Members of

Stakeholders Relationship Committee were held.

The dates on which the said meetings were held:

• 23^rd August, 2025

• 28^th January, 2026.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of
Companies Act, 2013 on 23^rd August, 2025 at Registered office of the Company at Plot No 4345,
GIDC Phase-III, Dared Udhyognagar, Jamnagar, Gujarat, India, 361009.

16. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:

• Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the
Board has carried out annual performance evaluation of its own performance.

• The Company has a policy for performance evaluation of the Board, Committees and other
individual Directors (including Independent Directors) which includes criteria for
performance evaluation.

• The directors individually as well the evaluation of the working of its Audit Committee,
Nomination & Remuneration Committee and Stakeholders Relationship Committee,
experience and expertise, performance of specific duties and obligations etc. were carried
out.

• The Directors expressed their satisfaction with the evaluation process and outcome. The
performance of each of the non-independent directors was also evaluated by the
independent directors at the separate meeting held of the Independent Directors of the
Company.

17. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

A Nomination and Remuneration Committee has been constituted under section 178 of the
Companies Act, 2013 for formulization of the criteria for determining qualifications, positive
attributes and independence of Directors and recommend to the Board a policy relating to the
remuneration for the Directors, Key Managerial Personnel and other employees. Further, the
Directors and KMP of the Company are being paid remuneration as approved by the
Shareholders and in accordance with the provisions of the Act and rules made thereunder.

18. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

19. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN RESPECT OF NON¬
DISQUALIFICATION OF DIRECTORS:

The Company has received the disclosures in Form DIR-8 from its Directors being appointed
or reappointed and has noted that none of the Directors are disqualified under section 164(2)
of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

However, as a company being listed on the SME platform of the Stock Exchange, Corporate
Governance regulations are not applicable to the company and hence no Certificate for the
same from the Practising Company Secretary is applicable to the company.\

20. CORPORATE GOVERNANCE REPORT:

“Corporate Governance Practices Are Reflection of Value Systems and which Invariably
Includes our Culture, Policies and Relationships with our Shareholders.”

Integrity and transparency are key factors to our governance practices to ensure that we
achieve and will always retain the trust of our stakeholders. Corporate Governance is about
maximizing Shareholders value legally, ethically, and sustainably. Our Board exercises its
fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best
practices in corporate governance. We also endeavor to enhance long-term shareholder value
and respect- minority rights in all our business decisions.

In-pursuance of Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements),
Regulations, 2015 the compliance of Regulation 17 to 27 and Clauses (b) to (i) of Regulation
46(2) & para C, D, E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements),
Regulations, 2015 is not applicable for a company having:

Paid up of 10 Crore or Net-worth of 25 Crore, in the immediate preceding financial year.

A listed entity which has listed its specified securities on the SME Exchange.

For the reporting period, company was an unlisted company and further securities of the
Company listed at SME Platform of BSE on 16th September, 2025. Therefore, Corporate
Governance Report as per Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is not applicable to our Company.

21. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the provision of section 125(2) of the Companies Act, 2013 does
not apply as the company was not required to transfer any amount to the Investor Education
and Protection Fund (IEPF) established by Central Government of India.

22. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, your Directors confirm that:

(a) In the preparation of the annual accounts for the year ended 31^st March, 2026, 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 and 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; and

(e) 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.

23. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED

As per the notes to financial statement annexed hereunder.

24. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, no funds were required to be transferred to Investor Education and Protection Fund.

25. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the Financial Year were on an arm''s
length basis and were in the ordinary course of business as part of Company''s philosophy of
adhering to highest ethical standards, transparency and accountability.

All Related Party Transactions up to 31st March 2026 were placed before the Audit Committee
and the Board for approval. The transactions entered pursuant to the omnibus approval so
granted were audited and a statement giving details of all related party transactions was placed
before the Audit Committee for its review on a quarterly basis.

The particulars of contracts or arrangements with related parties as defined under Section 188
of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed hereto and marked as
Annexure - I and forms part of this Report.

26. SECRETARIAL STANDARD

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

27. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a
structured Risk Management Policy duly approved by the Board of Directors. The Risk
Management process is designed to safeguard the Company from various risks through
adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to
minimize its impact on the business of the Company. The potential risks are integrated with
management process such that they receive the necessary consideration during the decision
making.

28. INTERNAL FINANCIAL CONTROLS

The Company is well equipped with internal financial controls. The Board of Directors of the

Company, are responsible for establishing and maintaining internal financial controls based on
the internal control over financial reporting criteria established by the respective Companies
considering the essential components of internal control.

The Company has a continuous monitoring mechanism which enables the organization to
maintain the same standards of the control systems and help them in managing defaults, if any,
on timely basis.

These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring:

• Orderly and efficient conduct of its business,

• Adherence to the respective company''s policies,

• Safeguarding of its assets,

• Prevention and detection of frauds and errors,

• Accuracy and completeness of the accounting records,

• Timely preparation of reliable financial information, as required under the Act.

29. AUDITOR AND AUDITORS REPORT:

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

M/s K M Chauhan & Associates, Chartered Accountants, (Firm Registration No.
125924W), The Statutory Auditors have submitted their Audit Report on the Standalone
Financial Statements of the Company for the financial year ended 31st March, 2026. The Audit
Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes
to the Financial Statements referred to in the Auditor''s Report are self-explanatory and
therefore do not call for any further comments under Section 134(3)(f) of the Companies Act,
2013.

However, M/s K M Chauhan & Associates, Chartered Accountants, the Statutory Auditors of
the Company, tendered their resignation from the office of Statutory Auditors with effect from
28^th May, 2026, resulting in a casual vacancy in the office of the Statutory Auditors.

Pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and based on
the recommendation of the Audit Committee and the approval of the Board of Directors, M/s
Sunit M. Chhatbar & Co., Chartered Accountants (Firm Registration No. 141068W), has
been appointed as the Statutory Auditors of the Company on May 28, 2026 to fill the casual
vacancy caused by the resignation of M/s K M Chauhan & Associates, Chartered Accountants
subject to the approval by the members of the Company at an ensuing AGM to be held for the
F.Y. 2025-26.

30. COST AUDIT

The Provision is not applicable to the company for the reporting financial year.

31. SECRETARIAL AUDIT

M/s Sumit Bajaj & Associates, Practicing Company Secretaries (M. No.: 45042 and COP.: 23948)
appointed as Secretarial Auditor for the Financial Year 2025-26. The Secretarial Audit Report in
Form MR-3 for the financial year ended March 31, 2026, is annexed herewith as Annexure-II.

Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

32. INTERNAL AUDIT

Internal Auditor of the Company for the financial year 2025-26 has submitted their report
pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of
the Companies (Accounts) Rules, 2014. The Report of the Internal Auditors is reviewed by the
Audit Committee

33. STATEMENT OF DEVIATION OR VARIATION

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''Listing Regulations / LODR'') there was no deviation/variation in the
utilization of proceeds as mentioned in the objects stated in the Prospectus dated 01^st
September, 2025, in respect of the Initial Public Offering of the Company.

34. DETAILS INRESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH
ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There was no instance of fraud during the year under reporting period, which required the
Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act
and Rules framed thereunder.

35. VIGIL MECHANISM POLICY

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors
and employees to report genuine concerns has been established, in order to ensure that the
activities of the company and its employees are conducted in a fair and transparent manner by
adoption of highest standards of professionalism, honesty and integrity and ethical behaviour.

The Company has established a vigil mechanism through which Directors, employees and
business associates may report unethical behavior, malpractices, wrongful conduct, fraud,
violation of Company''s code of conduct without fear of reprisal. The Company has set up a Direct
T ouch initiative, under which all Directors, employees, business associates have direct access to
the Chairman of the Audit committee, and also to a three-member direct touch team established
for this purpose. The direct touch team comprises one senior woman member so that women
employees of the Company feel free and secure while lodging their complaints under the policy.

The Company ensures that genuine Whistle Blowers are accorded complete protection from any
kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded in
the website of the company at https://www.krupalumetals.com/.

36. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management
plan for the Company. The Audit Committee has additional oversight in the area of financial risk
and controls. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on continuing basis. The company has been following the
principle of risk minimization as it is the norm in every industry.

The Board has adopted steps for framing, implementing and monitoring the risk management
plan for the company. The main objective of this policy is to ensure sustainable business growth
with stability and to promote a pro-active approach in reporting, evaluating and resolving risks
associated with the business. In order to achieve the key objective, the policy establishes a
structured and disciplined approach to risk management, in order to guide decisions on risk
related issues.

In today''s Challenging and competitive environment, strategies for mitigating inherent risk in
accomplishing the growth plans of the company are imperative. The Common risks inherent
are: Regulations, Competition, business risk, technology obsolescence, long term investments
and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal
risk etc.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate
the same. The Company has formulated a policy for Risk management with the following
objectives:

• Provide an overview of the principles of risk management.

• Explain approach adopted by the Company for risk management.

• Define the organizational structure for effective risk management.

• Develop a “risk” culture that encourages all employees to identify risks and associated.

• Opportunities and to respond to them with effective actions. Identify, access and manage
existing and new risks in a planned and coordinated manner with minimum disruption and
cost, to protect and preserve Company''s human, physical and financial assets.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:

During the year under review, no significant and material orders were passed by the regulators
or courts or tribunals impacting the going concern status and company''s operations other than
the following:

38. CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, every company with:

• Net worth of Rs. 500 Crores or more, OR

• Annual turnover of Rs. 1000 Crores or more, OR

• Net profit of Rs. 5 Crores or more,

During previous year, the Company was not required to constitute a CSR Committee. Krupalu
Metals Limited does not fall in any of the above criteria during the year 2025-26.

Therefore, it is not mandatorily required to carry out any CSR activities or constitute any
Committees under provisions of Section 135 of the Act.

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

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith:

a) Conservation of energy

b) Technology absorption

c) Foreign exchange earnings and Outgo

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

During the year under the review, the Company has constituted/reconstituted internal
complaint committee under the provision of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 to safeguard women at workplace. However,
The Company has also the Policy of Prevention of Sexual Harassment of Women at Workplace.

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

41. APPLICATION/PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the reporting period, no application made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016).

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT UNDER REGULATION 34 READ WITH
SCHEDULE V:

Management''s Discussion and Analysis Report for the year under review, as stipulated under
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (“Listing Regulations”) is presented in a separate section, forming part of as
an Annexure III of Board Report.

43. COMPLIANCE WITH SECRETERIAL STANDARDS

Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of India,
company has complied with the applicable secretarial standard i.e. SS-1 & SS-2 (Meetings of
Board of Directors General Meetings) respectively, during the year under review.

44. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules,
2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose
shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009, are exempted from the compulsory
requirements of adoption of IND-AS w.e.f. 1^st April, 2017.

45. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government
under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the
Company up to March 31, 2026 and accordingly such accounts and records were not required
to be maintained.

46. ANNUAL RETURN/ WEB ADDRESS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with
Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31,
2026 is available on the Company''s websitehttps://www.krupalumetals.com/.

47. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
IN SUB SECTION 1 OF SECTION 188 OF THE COMPANIES ACT, 2013:

During the year under review, contracts or arrangements entered into with the related party,
as defined under section2(76) of the Companies Act, 2013 were in the ordinary course of
business on arm''s length basis. Details of the transactions pursuant to compliance of section
134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014
are annexed herewith as per “Annexure-IV”.

During the year the Company has not entered into any materially significant related party
transactions which may have potential conflict with the interest of the Company at large.
Suitable disclosures as required are provided in AS-18 which forms the part of the notes to the
Financial Statement.

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015,
the Company has formulated a Policy on Related Party Transactions which is also available on
Company''s Website at https://www.krupalumetals.com/.

48. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT
AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors
is furnished hereunder:

During the financial year under report, remuneration was paid to any Director and Key
Managerial Personnel''s of the Company for the financial year 2025-2026 is as provided below:

1. Jagdishbhai Katariya: Rs. 4.89 Lakh (ManagingDirector)

2. Navin Katariya: Rs. 3.75 Lakh (Executive Director)

3. Urmi Katariya: Rs. 6.08 Lakhs (Chief Financial Officer)

4. CS Pooja Gupta: Rs. 1.40 Lakhs (Company Secretary)

49. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit
Act, 1961, as amended from time to time. The Company is committed to fostering a supportive
and inclusive work environment, and ensures that all relevant policies and practices are
regularly reviewed and aligned with the applicable statutory requirements.

50. CREDIT RATINGS:

Your Company being an SME Listed Company does not require obtaining credit rating for its
securities.

51. REGISTRAR AND SHARE TRANSFER (RTA) AGENT INFORMATION:

M/s. Cameo Corporate Services Limited
Regd. Office: Subramaniam Building, 1,

Club House Road, Chennai-600 002
Phone: 28460390 (5 Lines), 40020700
E-mail: [email protected]
Website: www.cameoindia.com
SEBI Registration Number: INR000003753

52. WEBSITE DISCLOSURE

The Company maintains an updated website athttps://www.krupalumetals.com/, which
serves as a comprehensive resource for stakeholders, including shareholders, investors, and the
general public. The website contains important information about the Company''s operations,
corporate governance policies, financial reports, statutory filings, and other relevant details.

53. GENERAL

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

(a) Issue of Equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares and ESOS) to employees of the Company
under any scheme.

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

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Company''s customers, shareholders, suppliers,
bankers, business partners/associates, financial institutions and various regulatory authorities for
their consistent support and encouragement to the Company. I am sure you will join our Directors
in conveying our sincere appreciation to all employees of the Company and its subsidiaries and
associates for their hard work and commitment. Their dedication and competence have ensured that
the Company continues to be a significant and leading player in the industry.

By order of the Board of Directors
For Krupalu Metals Limited

Date:01.08.2026 Sd/- Sd/-

Place: Jamnagar Jagdishbhai Parsotambhai Katariya Navinbhai Katariya

Managing Director D ire ctor

DIN:02513353 DI N:06578565

The Directors are pleased to present the 16^lh Annual Report on the business and operations of
the company together with the Audited Financial Statements for the year ended March 31, 2024.

Financial Results

The Company’s financial performance for the year under review along with previous year
figures is given hereunder:

Financial performance and state of the Company''s affairs

The Company has incurred a profit of INR 1,60,728.86/- (in Hundreds) during the year under

review whereas profit during the previous year is 42,135.10/- (in hundreds). Directors of the
company are hopeful of generating more revenues and focusing further growths in coining years.

Transfer to reserves

The Board of Directors of your Company has decided to transfer 1NR 1,60,728.86/- (Indian
Rupees) amount to the Reserves during the financial year.

Share Capital

As on March 31,2024, the Authorized Share Capital of the Company stood at Rs 3,00,00,000/-
(Rupees Three Crores only) divided into 30,00,000 (Thirty'' Lakhs) Equity Shares of Rs. 10/-
(Rupees Ten) each and issued, subscribed and paid-up share capital of your Company stood at
Rs. 2,40.00,000 (Rupees Two Crore Forty Lakhs) divided into 24,00,000 (Twenty-four Lakhs)
Equity Share of Rs. 10/- (Rupees Ten) each.

Material changes and commitment if any affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate
and the date of the report

No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which these financial statements relate on the date of
this report.

Secretarial Standard

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

Dividend

Dividend is not paid at the end year as Profit is accumulated/ retained for future Expansion and
Growth of the Company.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid in the previous years.

Holding/Subsidiaries/Joint Venture/Associate Companies

Your Company does not have any Holding, Subsidiary, Joint Venture or Associate Company.
Related party transactions

All contracts/arrangements/transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on arm’s length basis.

The particulars of contracts or arrangements made with related parties in AOC-2 are furnished
in Annexure-1.

Statement concerning Development and Implementation of Risk Management Policy of the
Company

Your Company does not perceive any material risk element having regard to the nature and size
of its operations. However, having regard to best practice, your Company is in the process of
developing and implementing a risk management policy to identify elements of risk, if any,
which in the opinion of the Board may threaten the existence of the Company.

Internal financial controls

Your Company has in place adequate internal financial controls with reference to financial
statements. During the year such controls were tested and no reportable material weakness in the
designs or operations were observed.

However. Being the company does not exceed the specified limit of turnover and borrowings,
the provision of internal financial control is not applicable on your company.

Statutory Auditors, their Report and Notes to Financial Statements

Your director requests that the appointment of M/s K M Chauhan & Associates. Chartered
Accountants (Registration Number 125924W), as Statutory Auditors of the Company for a term
of 5 years from 1^st April, 2024 to 31^st March, 2029 and hold office from the conclusion of this
Sixteenth Annual General Meeting until the conclusion of Twentieth Annual General Meeting
to be convened in the year 2029.

Further the report of the Statutory Auditors along with notes to Schedules is enclosed to this
report. The observations made in the Auditors’ Report are self-explanatory and therefore do not
call for any further comments. The Auditors’ Report does not contain any qualification,
reservation or adverse remark.

Cost Audit

The Cost Audit as stipulated in Companies (Audit and Auditors) Rules, 2014 is not applicable
to your Company.

Secretarial audit

The Secretarial Audit as required in Section 204 of the Companies Act 2013 is not applicable to
your Company.

Internal Audit

The provisions of Section 138 of the Companies Act, 2013 pertaining to the appointment of
Internal Auditors is not applicable to your Company.

Disclosure of Composition of Audit Committee

In compliance with good corporate governance practices, although the provisions of Section 177
of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board
and its Powers) Rules, 2013, are not applicable to the Company.

Vigil Mechanism Policy

The Company has also established a Vigil Mechanism Policy, which provides a framework for
directors and employees to report genuine concerns about unethical behavior, actual or suspected
fraud, or violation of the Company’s code of conduct or ethics policy. The mechanism provides
adequate safeguards against victimization of persons who use such a mechanism and allows
direct access to the Chairperson of the Audit Committee in exceptional cases.

The Audit Committee oversees the functioning of this Vigil Mechanism and ensures that all
reported concerns are appropriately investigated and addressed.

The Board of Directors is committed to maintaining the highest standards of transparency and
integrity and will continue to ensure that these principles are upheld.

Nomination and Remuneration Committee

Provisions of Nomination and Remuneration Committee in accordance with the provisions of
the Companies Act, 2013 is not applicable on the company, to oversee the nomination of Board
members and senior management and to ensure fair and transparent policies for remuneration.

Stakeholders Relationship Committee

Provisions of Stakeholders Relationship Committee in accordance with the provisions of the
Companies Act, 2013 is not applicable on the company, to ensure the effective redressal of
stakeholders'' grievances and to oversee the functioning of the investor relations activities.

Directors and Key Managerial Personnel

Board of the Directors is duly constituted. Following is the composition of the Board as on
31^st March, 2024:

*Mr. Anandbhai Nalinbhai Pathak has appointed on 02/03/2024.

During the year under the review, The Company has changed the designation of following
Directors and Key Managerial Personnel:

Directors’ Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended 31^st March, 2024, 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
and 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; and

(e) 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.

Details of Board meetings

During the year, 9 (Nine) number of Board meetings were held dated:

17^th April, 2023
19^th June, 2023
19^ih September, 2023
28^,h September, 2023
12^lh December, 2023
18^lh December, 2023
15^lh January, 2024
20^th January, 2024
2^nd March, 2024

Declaration by independent directors

In accordance with the provisions of Section 149(6) of the Companies Act, 2013, and the rules
made thereunder, the Company has received declarations from the following Independent
Directors confirming that they meet the criteria of independence as prescribed under the Act and
are not disqualified from continuing as Independent Directors of the Company:

Mr, Anandbhai Nalinbhai Pathak-Independent Director

These declarations confirm that they are independent of the management and possess the
requisite integrity, expertise, and experience to serve on the Board as Independent Directors. The
Board of Directors places on record its deep appreciation for the valuable contributions made by
the Independent Directors in guiding the Company towards sustained growth and governance
excellence.

Significant and material orders passed by the regulators

During the year under review, no significant and material orders were passed by the regulators
or courts or tribunals impacting the going concern status and company’s operations.

Deposits

Your Company has not accepted any deposits from public in terms of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014.

Particulars of Loans given. Investment made. Guarantees given and Securities Provided

The Company has not given loans to other companies in compliance with section 186 of the
Companies Act, 2013 during the period under review.

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 (‘the Act’) and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of the Annual Return is
available on the Company’s website. Stakeholders can access the detailed extract of the Annual
Return for the financial year at the following link: https://www.krupalumetals.com/.

Corporate Social Responsibility

As the provisions of Section 135 are not applicable, the Company has not made any policy on
the corporate social responsibility.

Details of conservation of energy, technology absorption, foreign exchange earnings and
outgo

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with

Particulars of Employees

The Company has no employee during the year covered under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

During the year under the review, the Company has constituted an internal complaint committee
under the provision of the Sexual Harassment of Women at Workplace (Prevention. Prohibition
and Redressal) Act, 2013 to safeguard women at workplace. However, The Company has also
the Policy of Prevention of Sexual Harassment of Women at Workplace.

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

Website Disclosure

The Company maintains an updated website at https://www.krupalumetals.com/, which serves
as a comprehensive resource for stakeholders, including shareholders, investors, and the general
public. The website contains important information about the Company’s operations, corporate
governance policies, financial reports, statutory filings, and other relevant details.

General

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

(a) Issue of Equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares and ESOS) to employees of the Company
under any scheme.

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

Acknowledgement

Your directors place on record their appreciation for the contribution of employees at all levels
towards the growth and performance of your Company.

Your directors also thank the clients, vendors, bankers, shareholders and advisors of the
Company for their continued support.

Your directors also thank the Central and State Governments and other statutory authorities for
their continued support.

By the order of the board

For Krupalu Metals Limited LIMITED

Jagdish bhai Parsotam bhai Katariya Navinbhai Parsotambhai Katariya

(Director) (Director)

DIN: 02513353 DIN: 06578565

Date: 28/09/2024
Place: Rajkot