Krupalu Metals Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2024

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:

PARTICULARS	Amount (in Hundreds Indian Rupees)
	March 31, 2024	March 31, 2023
Revenue from Operations	37,10,912.23	3271305.00
Other income	82.92	86,630.70
Total Income	37,10,995.15	33,57,935.70
Cost of materials consumed	37,87,037.25	31,84,125.10
Changes in inventories of Fin Goods, WIP & Stock-in-Trade	(4,27,235.53)	(1,89,048.50)
Employee Benefits expenses	15,000.00	64,131.40
Finance Costs	60,608.66	51.136.90
Depreciation and amortization expenses	10,136.40	15,066.80
Other Expenses	36,771.45	1,90,446.10
Total Expenses	34,82,318.23	33,15,857.80
Profit / (Loss) before tax	2,28,676.92	42,077.90
Current Tax	63,617.91	0
Deferred Tax	4,330.15	57.20
Profit/(Loss) for the year	1,60,728.86	42,135.10
Basic& diluted loss per equity share	6.70	1.76

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:

s No.	Name	Designation
1.	JAGDISH PARSOTTAMBHAI KATARIYA	Director
2.	NAV1NBHAI KATARIYA	Director
3.	ANANDBHAI NALINBHAI PATHAK*	Director

*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:

S. No	Name of Directors and Key Managerial Personnel	Change in Designation	Effective Date
1	NIL

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