Kratikal Tech Ltd. ನಿರ್ದೇಶಕರ ವರದಿ
The Board of Directors ("Board") is delighted to present this 13th Annual Report
of the Company, along with the summary of standalone and consolidated
financial statements for the financial year ended March 31, 2026.
FINANCIAL AND OPERATIONAL HIGHLIGHTS OF THE COMPANY
The key highlights of standalone and consolidated financial performance of the
Company for the year ended March 31, 2026, indicating state of Company''s
affairs, are summarised as follows:
FINANCIAL SUMMARY /PERFORMANCE OF THE COMPANY
|
Particulars |
Standalone |
Consolidated |
||
|
31.03.2026 |
31.03.2025 |
31.03.2026 |
31.03.2025 |
|
|
Revenue from operation |
33,55,95,264 |
20,85,09,037 |
36,71,58,981 |
20,85,09,037 |
|
Other Income |
14,06,490 |
26,14,321 |
14,06,490 |
26,14,321 |
|
Total Income |
33,70,01,754 |
21,11,23,358 |
36,85,65,470 |
21,11,23,358 |
|
Total Expenditure |
26,29,18,260 |
15,55,22,529 |
27,75,22,521 |
15,55,44,173 |
|
Profit before Interest, Depreciation, |
7,40,83,494 |
5,56,00,829 |
9,10,42,949 |
5,55,79,185 |
|
Depreciation |
82,77,060 |
30,25,532 |
82,77,060 |
30,25,532 |
|
Profit before Tax |
65806433 |
5,25,75,297 |
8,27,65,890 |
5,52,53,653 |
|
Tax Expense |
2,31,58,029 |
1,31,70,273 |
2,31,58,029 |
1,31,70,273 |
|
Profit/(Loss) after Tax (Before |
4,26,48,405 |
3,94,05,024 |
5,96,07,861 |
3,93,83,380 |
|
Minority interest |
0 |
0 |
(0.10) |
(0.12) |
|
Profit/(Loss) for the period |
4,26,48,405 |
3,94,05,024 |
5,96,07,860.9 |
3,93,83,379.88 |
|
Earnings Per Share |
||||
|
Basic (Rs.) |
5.46 |
38.30 |
7.63 |
38.28 |
|
Diluted (Rs.) |
5.34 |
31.50 |
7.62 |
31.48 |
The standalone as well as the consolidated financial statement have been
prepared in accordance with the Accounting Standards (AS).
DIVIDEND
With a view to conserving resources for the Company''s growth initiatives,
expansion plans and future business opportunities, your directors consider it
prudent to retain the profits of the Company. Accordingly, your Directors do not
recommend any dividend for the Financial Year ended 31st March, 2026.
RESULTS OF OPERATION AND THE STATE OF COMPANY''S AFFAIRS
During the financial year ended 31st March 2026, the Company continued to
be engaged in the business of developing and providing cybersecurity and
software solutions, including AI-driven security awareness, phishing simulation,
learning management, email security, and related services to domestic and
international customers.
The Company continued to focus on innovation, strengthening its product
portfolio, expanding its customer base, and enhancing its presence across
domestic and overseas markets. During the year, the Company successfully
achieved the milestone of listing its equity shares on the SME Platform of BSE
Limited, which marks an important step in its growth journey.
The Directors are confident that the Company''s strong technological
capabilities, customer-centric approach, and continued investments in research
and development will support sustainable growth and create long-term value for
its stakeholders.
(a) The highlights of the Company''s standalone performance for the
financial year ended March 31, 2026, are set out below:
During the financial year under review, the Company''s Revenue from
Operations increased to ^3,355.95 lakh from ^2,085.09 lakh in the previous
Financial Year, registering a growth of 60.95%. Domestic revenue increased
from ^1,809.98 lakh to ^2,543.83 lakh, reflecting a growth of 40.54%, while
export revenue witnessed a significant growth of 195.20%, increasing from
^275.11 lakh to ^812.12 lakh. The overall growth in revenue was primarily
driven by steady growth in the domestic business and a substantial increase in
export revenue during the year under review.
(b) The highlights of the Company''s consolidated performance for the
financial year ended March 31, 2026, are as follows:
On a consolidated basis, the Company''s Revenue from Operations increased to
^3,671.59 lakh from ^2,085.09 lakh in the previous Financial Year, registering a
growth of 76.09%. Domestic revenue increased from ^1,809.98 lakh to
^2,572.37 lakh, reflecting a growth of 42.12%, while export revenue witnessed a
significant growth of 299.57%, increasing from ^275.11 lakh to ^1,099.22 lakh.
The overall growth in consolidated revenue was primarily driven by sustained
growth in the domestic business and a substantial increase in export revenue
during the year under review.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act and the Listing Regulations read
with Ind AS 110-Consolidated Financial Statements, Ind AS 28-Investments in
Associates and Joint Ventures and Ind AS 31-Interests in Joint Ventures, the
Consolidated Audited Financial Statement forms part of this Annual Report.
The Company successfully made its Initial Public Offer (''IPO'') of 29,40,000
Equity Shares @ ^135/- (including a share premium of ^125/-) per equity share of
^10/- each, which includes a fresh issue of 29,40,000 Equity Shares of ^10/-
each for raising funds for the Company to the tune of ^3,969.00 lakhs.
Subsequent to the completion of the IPO, the paid-up Equity Share Capital of the
Company has been increased from ^8,16,05,450/- to ^11,10,05,450/-. The
Company''s Equity Shares got listed on BSE on July 7th, 2026, and are currently
available for trading.
CHANGES IN THE SHARE CAPITAL OF THE COMPANY
During the financial year under review, below are the changes in the share
capital of the Company.
a. Changes in Authorised Share Capital
i) Our Company cancelled and converted of unissued shares of one class i.e.
5,000 Preference Shares of ^100/- each and increased in shares of another
class i.e. into 50,000 Equity Shares of Rs. 10/- each and consequently altered
the capital clause in Memorandum of Association of the Company, pursuant to
special resolution passed at Extra-Ordinary General Meeting held on
September 09, 2025.
ii) Clause V of the MOA was amended to reflect an increase in the Authorised
share capital of our Company from ^ 10,00,000 divided into 1,00,000 Equity
Shares of ^10/- each to ^ 12,00,00,000 divided into 1,20,00,000 Equity
Shares of ^10/- each, pursuant to special resolution passed at the Extra¬
Ordinary General Meeting held on November 24, 2025.
b. Changes in Paid-Up Share Capital
|
Particulars |
No. of Equity Shares |
Face Value (Rs.) |
Paid-Up- Share Capital (Rs.) |
|
Equity Share Capital |
|||
|
Paid Up Share Capital as on April 01, |
10,288 |
10 |
1,02,880 |
|
Conversion of 1856 CCPS into |
1,856 |
10 |
18,560 |
|
Allotment of 601 ESOP |
601 |
10 |
6,010 |
|
Bonus Issue of 76,47,000 Equity |
76,47,000 |
10 |
7,64,70,000 |
|
Allotment of 5,08,000 Equity Shares |
5,00,800 |
10 |
50,80,000 |
|
Paid-up Share Capital as on 31st |
81,60,545 |
10 |
8,16,05,450 |
|
Preference Share Capital |
|||
|
Paid Up Share Capital as on April 01, |
1,856 |
10 |
18,560 |
|
- (Conversion into Equity Capital) |
(1856) |
10 |
(18560) |
|
Paid-up Share Capital as on 31st |
0 |
0 |
0 |
Subsequent to IPO the paid-up equity share capital of the Company has been
increased to ^11,10,05,450/- divided into 1,11,00,545 Equity Shares of face
value of ^10/- each.
TRANSFER TO RESERVES
For the Financial Year ended 31st March 2026, the Board of Directors has
decided not to transfer any amount to the General Reserve. The profit for the
year forms part of the Retained Earnings in the financial statements.
DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
As on 31st March 2026, the Company has the following wholly owned
subsidiaries:
|
Name of the Company |
Country/ Place of Incorporation |
Percentage |
|
Kratikal Academy Private Limited |
Uttar Pradesh, India |
100% |
|
Threatcop AI Inc. |
State of Delaware, United State of America |
100% |
|
Threatcop FZ LLC |
Ras Al Khaimah, United Arab Emirates |
100% |
During the financial year under review, the Company incorporated the following
two wholly-owned Subsidiaries:
⢠Threatcop AI Inc., incorporated in the State of Delaware, United States
of America; and
⢠Threatcop FZ LLC, incorporated in Ras Al Khaimah, United Arab
Emirates.
The Consolidated Financial Statements of the Company have been prepared in
accordance with the applicable provisions of the Companies Act, 2013, the
applicable Indian Accounting Standards (Ind AS), and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (''KMPS'')
As on date, the Company has five Directors, comprising two Executive Directors
and three Independent Directors (including one Woman Independent Director).
The composition of the Board of Directors of the Company is given in the table
below:
|
Sr. No. |
Name |
Designation |
DIN |
|
1. |
Mr. Pavan Kumar 1 |
Chairman, Managing Director & CEO |
06714086 |
|
2. |
Mr. Paratosh Kumar2 |
Whole Time Director |
07676819 |
|
3. |
Ms. Shubhi Kesarwani3 |
Non-Executive Director |
10955031 |
|
4. |
Mr. Anand Ramanlal Karwa4 |
Non-Executive Director |
06904408 |
|
5. |
Mr. Sanjeev Kumar Sinha5 |
Non-Executive Director |
07740623 |
Notes:
1Mr. Pavan Kumar''s designation was changed from Non-Executive Director to
Chairman cum Managing Director w.e.f. March 01, 2025, for a period of 5 years
and Appointed as CEO w.e.f. March 01, 2025.
2Mr. Paratosh Kumar designation was changed from Executive-Director to
Whole-Time Director w.e.f. July 17, 2025 for a period of 5 years.
3Ms. Shubhi Kesarwani was appointed as a Non-Executive, Independent Director
of the Company w.e.f. August 27, 2025.
4Mr. Anand Ramanlal Karwa was appointed as a Non-Executive, Independent
Director of the Company w.e.f. August 27, 2025.
5Mr. Sanjeev Kumar Sinha was appointed as a Non-Executive, Independent
Director of the Company w.e.f. November 17, 2025.
Appointment, Re-appointment and Cessation of Directors during the
financial year under review
a) Appointment of Mr. Pavan Kumar as Managing Director of the
Company
The Board of Directors of the Company at its meeting held on March 01. 2025
appointed Mr. Pavan Kumar (DIN: 06714086) as a Managing Director for a period
of 5 (Five) years.
b) Appointment of Mr. Paratosh Kumar as Whole- Time Director of the
Company
The Board of Directors of the Company at its meeting held on July 17, 2025
appointed Mr. Paratosh Kumar (DIN: 07676819) as a Whole-Time Director for a
period of 5 (Five) years.
c) Appointment of Ms. Shubhi Kesarwani as a Non-Executive,
Independent Director of the Company
The Board of Directors of the Company considering expertise, knowledge,
experience and skills of Ms. Shubhi Kesarwani (DIN: 10955031) appointed her as
Independent Director w.e.f. August 27, 2025 and the Members had appointed
her as an Independent Director for a first term of 2 consecutive years
commencing from September 09th 2026.
d) Appointment of Mr. Anand Ramanlal Karwa as a Non-Executive,
Independent Director of the Company
The Board of Directors of the Company considering expertise, knowledge,
experience and skills of Mr. Anand Ramanlal Karwa (DIN: 07740623) w.e.f.
August 27, 2026 and the Members had appointed him as an Independent
Director for a first term of 18 months commencing from September 09th 2026.
e) Appointment of Mr. Sanjeev Kumar Sinha as a Non-Executive,
Independent Director of the Company
The Board of Directors of the Company considering expertise, knowledge,
experience and skills of Mr. Sanjeev Kumar Sinha (DIN: 06904408) w.e.f.
November 17, 2026 and the Members had appointed him as an Independent
Director for a term of 1 year commencing from November 24th 2026.
Key Managerial Personnel (KMPs)
The following are the Key Managerial Personnel of the Company pursuant to
Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
|
Name |
Designation |
Date of Appointment |
|
Mr. Pavan Kumar |
Managing Director |
1st March 2025 |
|
Mr. Paratosh Kumar |
Whole-Time Director |
17th July 2025 |
|
Mr. Vimnay Singh |
Chief Financial Officer |
17th July 2025 |
|
Mr. Anmol Gupta |
Company Secretary |
17th July 2025 |
Meetings of the Board of Directors
The meetings of the Board of Directors ("Board") are held regularly to review,
discuss deliberate and decide on various business, strategies, risk
management, audit and assurances, governance policies, financial matters and
other matters as proposed by the Chairman or Member(s) of the Board from
time to time.
During the financial year under review, 14 Board Meetings were convened. The
gap between two Board Meetings did not exceed 120 days as per Section 173 of
the Companies Act, 2013. The details of the Meetings of the Board have been
provided in the table below:
|
Sr. No. |
Date of Board |
No. of Directors |
No. of Directors present |
No. of Directors |
|
(1/BM/2025-2026) |
24-04-2025 |
2 |
2 |
0 |
|
(2/BM/2025-2026) |
29-05-2025 |
2 |
2 |
0 |
|
(3/BM/2025-2026) |
17-07-2025 |
2 |
2 |
0 |
|
(4/BM/2025-2026) |
27-08-2025 |
2 |
2 |
0 |
|
(5/BM/2025-2026) |
22-09-2025 |
4 |
3 |
1 |
|
(6/BM/2025-2026) |
17-11-2025 |
4 |
3 |
1 |
|
(7/BM/2025-2026) |
26-11-2025 |
5 |
4 |
1 |
|
(8/BM/2025-2026) |
05-12-2025 |
5 |
4 |
1 |
|
(9/BM/2025-2026) |
08-12-2025 |
5 |
4 |
1 |
|
(10/BM/2025-2026) |
12-12-2025 |
5 |
3 |
2 |
|
(11/BM/2025-2026) |
24-12-2025 |
5 |
4 |
1 |
|
(12/BM/2025-2026) |
25-12-2025 |
5 |
4 |
1 |
|
(13/BM/2025-2026) |
31-12-2025 |
5 |
4 |
1 |
|
(14/BM/2025-2026) |
16-02-2026 |
5 |
3 |
1 |
Selection of New Directors and Board Membership Criteria
The Nomination and Remuneration Committee (''NRC'') engages with the Board
of Directors ("Board") to evaluate the appropriate characteristics, skills and
experience for the Board as a whole as well as for its individual members with
the objective of having a Board with diverse backgrounds and experience in
business, finance, and governance. The NRC, basis such evaluation, determines
the role and capabilities required for appointment of Independent Director.
Thereafter, the NRC recommends to the Board for the selection of new
Directors. All Directors are expected to demonstrate independence, integrity,
strong personal and professional ethics, sound business judgment, the ability to
contribute constructively to deliberations, and a commitment to exercising
authority in a collaborative and collective manner.
The Company has in place a Nomination and Remuneration Policy (''Policy'')
which is available on the Company''s website.
Declaration by Independent Directors
The Independent Directors have confirmed that there had been no change in the
circumstances affecting their status as Independent Directors of the Company
and that they continue to be qualified to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and the relevant rules. The
Independent Directors had submitted their disclosures to the Board that they
fulfil the requirements as stipulated under Section 149(6) of the Companies Act,
2013 and declaration under Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1) and
(2) of the said Rules that their names are registered in the databank as
maintained by the Indian Institute of Corporate Affairs ("IICA").
Annual Evaluation of the Board, Committees and Individual Directors
Pursuant to the provisions of the Companies Act, 2013, the Board has carried
out an annual evaluation of its own performance, the performance of its
Committees and that of the individual Directors.
The evaluation was based on various parameters, including the effectiveness of
the Board and Committees, governance practices, participation and
contribution of the Directors, and overall functioning of the Board.
The Independent Directors also held a separate meeting to evaluate the
performance of the Chairman, Non-Independent Directors and the Board as a
whole, in accordance with the applicable provisions of the Companies Act, 2013.
The Board is satisfied with the performance and effectiveness of the Board, its
Committees and the individual Directors during the financial year under review.
Committees of the Board of Directors (Board)
The Company has duly constituted the following mandatory Committees in
terms of the provisions of the Companies Act, 2013 read with rules framed
thereunder viz.
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders'' Relationship Committee
The Composition of all above Committees and other details have been provided
below.
All the recommendations made by the Committees were accepted by the Board
of Directors.
The Board of Directors of our Company has, in pursuance to provisions of
Section 177 of the Companies Act, 2013 and rules made thereunder, as
amended from time to time, read with SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015, as applicable, in its meeting held on
December 08, 2025 constituted the Audit Committee of its Board of Directors of
the company. The constitution of the Audit Committee is as follows:
|
Name of the |
Designation |
Nature of Directorship |
|
Mr. Anand Ramanlal |
Chairman |
Independent Director |
|
Mr. Sanjeev Kumar |
Member |
Independent Director |
|
Mr. Pavan Kumar |
Member |
Managing Director |
The chairman of the Audit Committee is an independent director and the
Company Secretary acts as the secretary to the Audit Committee.
All the recommendations made by the Audit Committee were accepted by the
Board of Directors made by the Audit Committee during the year.
Nomination and Remuneration Committee (NRC)
The Board of Directors of our Company has, in pursuance to provisions of
Section 178 of the Companies Act, 2013 and rules made thereunder, as
amended from time to time, read with SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015, as applicable, in its meeting held on
December 08, 2025, constituted the Nomination and Remuneration Committee
of its Board of Directors.
The constitution of the Nomination and Remuneration Committee is as follows:
|
Name of the Directors |
Designation |
Nature of Directorship |
|
Mr. Sanjeev Kumar Sinha |
Chairman |
Independent Director |
|
Mr. Anand Raman Lal |
Member |
Independent Director |
|
Ms. Shubhi Kesarwani |
Member |
Independent Director |
The chairman of the NRC is an independent director and the Company Secretary
acts as the secretary to the NRC.
Stakeholders'' Relationship Committee (SRC)
The Company has constituted the Stakeholders'' Relationship Committee of the
Board (the "Stakeholders'' Relationship Committee") pursuant to resolution of
the Board dated March 11, 2025 in compliance with Section 178 of the
Companies Act, 2013 and Regulation 20 of the SEBI LODR Regulations. The
Stakeholders'' Relationship Committee consists of the following
members as on the date of this report.
The constitution of the Stakeholder Relationship Committee is as follows:
|
Name of the Directors |
Designation |
Nature of Directorship |
|
Mr. Anand Ramanlal |
Chairman |
Independent Director |
|
Mr. Pavan Kumar |
Member |
Managing Director |
|
Mr. Paratosh Kumar |
Member |
Whole Time Director |
Directors'' Responsibility Statement (''DRS'')
The Director Responsibility Statement was placed before the Audit Committee.
The Audit Committee reviewed and confirmed the said DRS. Thereafter, the DRS
was placed before the Board of Directors. Pursuant to Section 134(5) of the Act,
the Directors state that:
a. in the preparation of the annual accounts for the financial year ended March
31, 2026, the applicable accounting standards had been followed and there
were no 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
as on March 31, 2026 and of the profit of the Company for the year ended as
on that date;
c. the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of 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 had laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and are operating
effectively; and
f. the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and
operating effectively.
M/s A T K & Associates, Chartered Accountants, Ghaziabad, statutory auditors of
the Company having registration number FRN No. 018918C were appointed as
statutory Auditors of the Company in the Annual General Meeting held on
30/09/2023 and they hold the office until the conclusion of the 15th Annual
General Meeting to be held in 2028. They have confirmed their eligibility under
Section 141 of Companies Act, 2013 and they are not disqualified for
appointment. As required under Listing Regulations, the Auditors have also
confirmed that they hold a valid certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India. The Auditors'' Report on
Standalone and Consolidated Financial Statements for the financial year 2025¬
26 issued by M/s A T K & Associates, Chartered Accountants, does not contain
any qualification, observation, disclaimer, reservation, or adverse remark.
There are no qualifications in statutory audit report. The comments in the
Auditors'' Report read with the notes to the accounts are self -explanatory and
do not call for further explanation. There are no cases of fraud detected and
reported by the Auditor under Section 143(12) during the Financial Year.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The policies and procedures adopted by the Company for ensuring the orderly
and efficient conduct of its business, including adherence to Company''s policies,
the safeguarding of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.
The Audit Committee also periodically reviews the adequacy and effectiveness
of internal control systems and provides guidance for further strengthening
them.
During the financial year under review, no material observation has been made
by the Statutory Auditors of the Company in relation to the efficiency and
effectiveness of such controls.
RISK MANAGEMENT
Section 134 (3) (n) of the Companies Act, 2013 is not applicable to the
Company, therefore, formulation of a formal Risk Management Policy is not
mandatory. Nevertheless, the Board of Directors periodically reviews the
Company''s business risks and takes appropriate measures to mitigate them, as
and when considered necessary.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE
BLOWER POLICY
The Company has designed a Vigil Mechanism and Whistle Blower Policy as per
the provisions of Section 177 of the Companies Act, 2013, to establish a
framework for receiving complaints related to any allegations of corruption,
willful misuse of power or discretion, unethical behaviors, actual or suspected
fraud, leakage or violations of the Code of Business Conduct and Ethics for
Board of Directors and Employees. It provides a platform to report such
concerns against any employee and ensures a process for investigating these
disclosures. Additionally, the policy offers safeguards to protect individuals
making complaints, provided the disclosure is made in good faith and within a
reasonable timeframe.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186
During the financial year under review, the Company has not granted any loans,
provided any guarantees or securities, or made any investments covered under
the provisions of Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES
The Board of Directors of the Company has approved the criteria to grant
omnibus approval by the Audit Committee within the overall framework of the
policy on Related Party Transactions (RPTs). All related party transactions are
placed before the Audit Committee for review and approval. Prior omnibus
approval is obtained for related party transactions which are of repetitive
nature. The related party transactions for the financial year are insignificant in
commensurate with the turnover of the Company. Further, all transactions with
related parties during the financial year were on arm''s length basis and in the
ordinary course of business.
Your Directors draw attention of the Members to Note No. 25 to the standalone
financial statement which sets out related party disclosures.
ANNUAL RETURN
The Annual Return of the Company in form MGT-7 in accordance with Section
92(3) of the Act read with the Companies (Management and Administration)
Rules, 2014 is available on Company''s website athttps://kratikal.com/investor-
relations.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197 of the Companies Act, 2013 (Act) read
with Schedule V, the remuneration payable to Directors is subject to the
prescribed limits except during the financial year under review, the
remuneration paid to Mr. Pavan Kumar (Chairman and Managing Director), Mr.
Paratosh Kumar (Whole-Time Director), exceeded the limits specified under
Section 197 of the Act.
The said remuneration was approved and is in accordance with the provisions of
the Act. The Board affirms that, except for the aforesaid instance, the
remuneration paid to all Directors is in compliance with Section 197 of the Act
and the rules made thereunder.
COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS
The Company has in place a Nomination and Remuneration Policy with respect
to appointment and remuneration of Directors, Key Managerial Personnel and
Senior Management Personnel. The appointment of Directors on the Board is
subject to the recommendation of the Nomination and Remuneration
Committee (NRC). Based on the recommendation of the NRC, the remuneration
of Executive Director is proposed, in accordance with the provisions of the
Companies Act, 2013 (Act) which comprises of basic salary, perquisites, and
allowances, for approval of the members, if required. Further, based on the
recommendation of the Board, the remuneration of Non-Executive Directors for
increased sitting fees in accordance with the provisions of Act is proposed for
the approval of the members.
The Nomination and Remuneration Policy including criteria for determining
qualifications, positive attributes, independence of a Director and other matters
provided u/s 178(3) of the Act is available on the Company''s website.
EMPLOYEES STOCK OPTION SCHEMES (ESOP)
During the financial year 2025-26, there has been change in the Employee Stock
Option Schemes of the Company. The Company has adopted amendment in
Employee Stock Option Plan 2019 (ESOP 2019) pursuant to a resolution passed
at Board Meeting held on November 26th, 2025.
The details of the ESOP as on March 31 2025 are as under
Pursuant to the increase in the share capital of the Company, the Board of
Directors, at its meeting held on 26 November 2025, approved the issuance of
the remaining 4.75% Employee Stock Options out of the approved ESOP quota,
aggregating to a total of 3,87,625 (Three Lakh Eighty-Seven Thousand Six
Hundred Twenty-Five) Options, under ESOP 2019 and the scheme will be
administered by the Nomination and Remuneration (NRC) Committee. The
objectives of the ESOP 2019 is to
a) To motivate the Employees to contribute to the growth and profitability of the
company.
b) To retain the Employees for the growth of the Organization.
c) To provide means to enable the Company to attract and retain appropriate
new human talent in the employment of the Company;
d) To achieve sustained growth and the creation of shareholder value by
aligning the interests of the Employees with the long term interests of the
Company; and
e) To create a sense of ownership and participation amongst the Employees to
share the value they create for the Company in the years to come.
Under the ESOP 2019, the NRC Committee is authorised to grant not exceeding
3,87,625 (Three Lakh Eighty-Seven Thousand Six Hundred Twenty-Five)
Options, each fully paid-up, with each such Option conferring a right upon the
Employee to be issued one Share of the Company, in accordance with the terms
and conditions of such issue.
The Employee Stock Option Scheme 2025 is in compliance with Companies Act,
2013 and Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021.
The Company has also obtained certificate from the Secretarial Auditors
confirming that ESOP 2019 have been implemented in accordance with the SEBI
(SBEB & SE) Regulations, 2021 and the resolutions passed by the shareholders
of the Company.
A copy of the certificate has been uploaded on the website of the Company i.e.
https://kratikal.com/.
DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT,
2013
The provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5
of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not
applicable to the Company during the financial year under review, as the
Company is not a listed company during the said financial year.
The equity shares of the Company were subsequently listed on the Bombay
Stock Exchange (BSE) on July 7th, 2026. Accordingly, the Company shall comply
with the applicable requirements of Section 197(12) of the Companies Act, 2013
read with the aforesaid Rules from the financial year 2026-27 onwards.
DISCLOSURE UNDER THE âSEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy on Prevention of Sexual Harassment at
Workplace in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has
constituted Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH
Act). This policy covers all employees of the Company whether permanent or
temporary, probationary or part-time or working as a consultant or on a
voluntary basis or engaged through a contractor or agent.
To build awareness in this area, the Company has been conducting
induction/refresher programmes in the organisation on a continuous basis.
During the financial year under review, the Company organised training
sessions on the topics of POSH for the Employees and Internal Committee
Members.
Details of Sexual Harassment cases are following:
|
No. of complaints received during the year |
Nil |
|
No. of complaints disposed off during the year |
N.A. |
|
Cases pending for more than 90 days |
N.A. |
|
No. of workshops and Awareness Programs conducted during |
2 |
|
the year |
|
|
Nature of action by employer or District officer, if any |
N.A. |
CORPORATE SOCIAL RESPONSIBILITY
During the financial year under review, the provisions of Section 135 of the
Companies Act, 2013 relating to Corporate Social Responsibility were not
applicable to the Company.
However, based on the financial parameters of the Company for the financial
year ended March 31, 2026, the provisions of Section 135 of the Companies Act,
2013 shall become applicable to the Company with effect from the financial year
2026-27. The Company shall undertake necessary compliances with the
applicable provisions of Section 135 of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy) Rules, 2014.
INVESTOR EDUCATION AND PROTECTION FUND
During the financial year under review, there is no amount which is required to
be transferred to the Investors Education and Protection Fund as per the
provisions of Section 125(2) of the Act.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE, EARNING AND OUTGO
Information in accordance with the provisions of Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014
regarding conservation of energy and technology absorption are not required to
be provided as the Company has not undertaken any manufacturing activity.
Details of Foreign Exchange Earnings and Outgo during the financial year under
review is given in the table below:
|
Sr. No. |
Particulars |
(Amount in Rs.) |
|
1. |
Earning in Foreign Currency |
8,12,11,866 |
|
2. |
Expenditure in Foreign Currency |
2,22,93,450 |
CHANGE IN NAME OF THE COMPANY
During the financial year 2025-26, the Company was converted from a private
limited company to a public limited company. Consequently, the name of the
Company was changed from Kratikal Tech Private Limitedto Kratikal Tech
Limited pursuant to a fresh Certificate of Incorporation issued by the Registrar
of Companies, effective from 23-09-2025.
DEMATERIALIZATION OF SHARES
The shares of the Company are available for transfer in the dematerialized form
under both the Depository Systems in India - NSDL and CDSL. The International
Securities Identification Number (''ISIN'') allotted to the Company''s shares under
the Depository System is INE1L0M01019.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, POST BALANCE
SHEET DATE
Following events have occurred between end of the financial year of the
Company to which the financial statements relate and the date of this report
which may affect the financial position of the Company:
a. Changes in Share Capital: Pursuant to the Initial Public Offer ("IPO"), the
paid-up equity share capital of the Company increased from ^8,16,05,450
comprising 81,60,545 Equity shares of ^10 each to ^ 11,10,05,450 comprising
1,11,00,545 Equity shares of ^10 each.
b. The Company successfully completed its Initial Public Offer comprising a fresh
issue of 29,40,000 equity shares of face value of ^10 each, aggregating to
^3,969.00 lakhs, at an issue price of ^135 per equity share (including a premium
of ^125 per equity share).
c. The Company received listing approval from the Bombay Stock Exchange
(BSE) on July 7th 2026,and its equity shares were listed on the BSE SME on July
7th, 2026, and are currently available for trading.
COST AUDIT
The provisions of Section 148 of the Companies Act, 2013 pertaining to cost
audit are not applicable to the Company.
SECRETARIAL AUDIT
For the financial year under review, the provisions of Section 204 of the
Companies Act, 2013 pertaining to secretarial audit are not applicable to the
Company.
However, pursuant to the listing of the equity shares of the Company on BSE
Limited on July 7, 2026, the provisions relating to Secretarial Audit have become
applicable to the Company. Accordingly, the Company shall appoint a
Secretarial Auditor and conduct the Secretarial Audit from the financial year
2026-27 onwards in compliance with the applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA (ICSI)
During the financial year under review, your Company is in compliance with the
applicable Secretarial Standards specified by the Institute of Company
Secretaries of India.
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE
REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN
STATUS AND COMPANY''S OPERATION IN FUTURE
There is no significant material orders passed by the Regulators / Courts /
Tribunal which would impact the going concern status of the Company and its
future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies
(Accounts) Rules, 2014 is not required.
MATERNITY BENEFIT
The Company is committed to ensuring a safe, equitable, and supportive
workplace for all employees. During the year under review, the Company has
complied with the provisions of the Maternity Benefit Act, 1961, as amended,
including the provision of 26 weeks of paid maternity leave, nursing breaks, and
all other statutory benefits to eligible women employees.
The Company has also ensured that no woman employee has been subjected to
any form of discrimination on account of maternity and that all required facilities
and entitlements under the Act were duly provided. Internal policies have been
aligned with the statutory framework to promote employee well-being and
work-life balance.
GENERAL
a) The Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise during the financial year under review.
b) No application was made, nor was any proceeding pending against the
Company under the provisions of the Insolvency and Bankruptcy Code, 2016
during the financial year under review.
c) The Company has not entered into any one-time settlement with any Bank or
Financial Institution during the financial year under review.
d) The Company has not accepted any deposits covered under Chapter V of the
Companies Act, 2013 during the financial year under review.
e) The Company has not raised any funds through preferential allotment or
qualified institutions placement during the financial year under review.
f) No Managing Director or Whole-time Director of the Company received any
commission or remuneration from its holding company or subsidiary company.
Accordingly, no disclosure is required under Section 197(14) of the Companies
Act, 2013.
g) During the financial year under review, the Statutory Auditors have not
reported any fraud under Section 143(12) of the Companies Act, 2013.
h) There was no change in the nature of business of the Company during the
financial year under review.
CAUTIONARY STATEMENT
Statements in the Annual Report, including those which relate to Management
Discussion and Analysis (presented as a part of Annual Report), describing the
Company''s objectives, estimates and expectations, may constitute ''forward
looking statements'' within the meaning of applicable laws and regulations.
Although the expectations are based on reasonable assumptions, the actual
results might differ.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their sincere appreciation for the support
and co-operation to all its stakeholders including clients, investors, bankers,
government, regulatory authorities and business associates for their continued
support during the year.
The Directors truly appreciates the contribution made by employees at all levels
for their hard work, solidarity, co-operation and support.
For and on Behalf of the Board of Directors
Pavan Kumar Paratosh Kumar
Place: Noida Managing Director Whole-Time
Director
Dated: 06-08-2026 DIN: 06714086 DIN: 07676819
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