The Board of Directors (“the Board”) of Krystal Integrated Services Limited (Earlier known as Krystal Integrated Services Private Limited) ('the Company') have immense pleasure in presenting the Twenty-Fourth Annual Report together with the Audited Financial Statements (Consolidated and Standalone) of your Company for the Financial Year (“FY”) ended March 31, 2025.
FINANCIAL PERFORMANCE
Key Highlights of the Company's financial performance for the Financial Year 2024-25 (“year under review”) as compared to previous Financial Year 2023-24 (“previous year”) is given below:
|
Particulars
|
Consolidated
|
Standalone
|
| |
As on March 31, 2025
|
As on March 31, 2024
|
As on March 31, 2025
|
As on March 31, 2024
|
|
Revenue from Operations
|
12,127.84
|
10,268.49
|
11,199.35
|
9,84726
|
|
Other Income
|
164.92
|
80.01
|
172.93
|
80.74
|
|
Total Income
|
12,292.77
|
10,348.49
|
11,372.27
|
9,927.99
|
|
Operating Expenditure
|
11,350.72
|
9,581.68
|
10,470.07
|
9,181.38
|
|
Depreciation and Amortisation Expenses
|
86.35
|
71.45
|
80.41
|
66.02
|
|
Total Expenditure
|
11,437.07
|
9,653.13
|
10,550.48
|
9,247.40
|
|
Profit before Finance Cost & Tax
|
855.70
|
695.36
|
821.79
|
680.60
|
|
Finance Cost
|
100.38
|
119.84
|
99.40
|
118.85
|
|
Profit/(Loss) before Exceptional Items and Tax
|
755.32
|
575.52
|
722.39
|
561.75
|
|
Exceptional Items - Income/ (Expense)
|
-
|
-
|
-
|
-
|
|
Share in Profit and (Loss) of Associates /Joint Venture as per Equity method
|
1.84
|
0.42
|
-
|
-
|
|
Profit/ (Loss) before tax
|
757.15
|
575.94
|
722.39
|
561.75
|
|
Tax Expense
|
132.00
|
85.25
|
120.22
|
79.46
|
|
Profit/(Loss) for the year
|
625.15
|
490.69
|
602.16
|
482.29
|
|
Other Comprehensive Income for the year, Net of Tax
|
1.77
|
3.74
|
1.40
|
3.93
|
|
Total Comprehensive Income for the year
|
626.93
|
494.43
|
603.57
|
486.22
|
|
Profit/ (Loss) Attributable to:
• Shareholders of the Company
|
437.34
|
343.27
|
|
|
|
• Non-Controlling interest
|
187.81
|
147.42
|
-
|
-
|
|
Total Comprehensive Income attributable to: • Shareholders of the Company
|
438.58
|
345.89
|
|
|
|
• Non-Controlling interest
|
188.35
|
148.54
|
-
|
-
|
|
Opening Balance of Retained Earnings
|
1,975.97
|
1,542.91
|
1,940.42
|
1,515.75
|
|
Appropriations
|
625.15
|
490.68
|
602.16
|
482.29
|
|
Add: IND AS Adjustments
|
3.90
|
-
|
3.90
|
-
|
|
Less: Issue of Bonus shares (from retained earnings)
|
-
|
(57.62)
|
-
|
(57.62)
|
|
Dividend on Equity Shares
|
(20.96)
|
-
|
(20.96)
|
-
|
|
Closing Balance of Retained Earnings
|
2,584.06
|
1,975.97
|
2,525.52
|
1,940.42
|
DIVIDEND
The Board has recommended a Dividend of ' 1.50/- per share (15%) on 1,39,71,952 fully paid-up equity shares of ' 10/- each for the financial year ended March 31, 2025, subject to approval of the shareholders at the ensuing Annual General Meeting ('AGM').
The total Dividend on equity shares for 2024-25, if approved by the shareholders at the ensuing AGM, aggregates to ' 20.96 Million. The said Dividend will be paid out of the profits for the year.
The Dividend, subject to the approval of shareholders at the ensuing AGM will be paid to the Members whose names
appear in the Register of Members as on the Record date fixed by the Company i.e. Tuesday, September 02, 2025, subject to deduction of tax at source, as applicable, on or after September 20, 2025.
DIVIDEND DISTRIBUTION POLICY
As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Company has adopted a Dividend Distribution Policy which is available on the website of the Company at https://krystal-group.com/policies/.
The dividend declared by the Company for the financial year ended March 31, 2025 is in compliance with the Dividend Distribution Policy of the Company.
TRANSFER TO RESERVES
During the year under review, the Company has transferred ' 602.16 Million to reserves and other equity.
UNPAID DIVIDEND & IEPF
The Company was not required to transfer any amount to the Investor Education & Protection Fund (IEPF) as there were no Unpaid Dividend balances with the Company.
UTILISATION OF INITIAL PUBLIC OFFER (IPO) PROCEEDS
The proceeds of funds raised under IPO by the Company are being utilised as per Objects of the Issue. The disclosure in compliance with Regulation 32 of SEBI Listing Regulations is as under:
|
Sr.
No.
|
Particulars
|
Projected utilisation of IPO proceeds as per the Objects of the Issue (' in Million)
|
Actual utilisation of IPO proceeds up to March 31, 2025 (' in Million)
|
Deviation, if any
|
|
1
|
Repayment/ prepayment, in full or part, of certain borrowings availed by the Company
|
100
|
100
|
-
|
|
2
|
Funding working capital requirements of the Company
|
1,000
|
1,000
|
-
|
|
3
|
Funding capital expenditure for purchase of new machinery
|
100
|
13.72
|
-
|
|
4
|
General Corporate Purposes (GCP)
|
433.69
|
277.47
|
-
|
| |
Total
|
1,633.69
|
1,391.19
|
|
The Company appointed Crisil Ratings Limited as a Monitoring Agency in accordance with Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 for monitoring the use of proceeds of IPO of the Company. There has been no deviation in the utilisation of IPO proceeds by the Company as mentioned in the Prospectus and actuals.
MATERIAL CHANGES AND COMMITMENTS, AFFECTING FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, which affect the financial position of the Company, that have occurred during the year under review and between the end of the financial year to which the financial statements relate and the date of this Report.
NATURE OF BUSINESS / INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY
Your Company is engaged in providing Integrated Facility Management (IFM) services, with a strong operational focus across diverse sectors, including healthcare, education, public administration (such as
state government departments, municipal bodies, and other government institutions), airports, railways, metro infrastructure, manufacturing, entertainment, commercial spaces and retail.
The Company offers a comprehensive suite of IFM services, encompassing both soft services such as housekeeping, sanitation, landscaping, and gardening and hard services, including mechanical, electrical, and plumbing (MEP) maintenance, solid and liquid waste management, facade cleaning. Additionally, the Company provides staffing and payroll management solutions, private security and manned guarding, event management and corporate food and beverage services through our centralised kitchen in Mumbai.
In a significant strategic advancement, the Company secured a multi-year contract with the Tindivanam Pharma Park Association (TPPA) in Chennai, Tamil Nadu. This contract involves the design, engineering, construction, fabrication, supply, erection, commissioning, and testing of a 250 KLD capacity Zero Liquid Discharge (ZLD) based Common Effluent Treatment Plant (CETP) on a turnkey basis, along with its subsequent operation and maintenance. This project marks a key step in expanding
the Company's footprint in technology-driven, high-value service segments.
The partnership with TPPA also presents new opportunities to serve similar industrial and manufacturing clusters and SEZs across the country, further solidifying the Company's commitment to sustainable waste management.
Further strengthening its position in the city infrastructure segment, the Company secured several prestigious IFM contracts at major airports, including Chennai, Chandigarh, Mumbai, Trivandrum, and Aurangabad. These contracts encompass a range of services, including facility maintenance and private security services, reaffirming the Company's integrated service delivery capabilities at critical national infrastructure points. Additionally, the Company was awarded a service contract for the Mumbai Monorail, involving the deployment of customer support associates and station supervisors, further demonstrating the Company's growing role in enhancing commuter experience and operational efficiency across urban transit systems.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of business of the Company.
OPERATIONS REVIEW STANDALONE
Total income from continuing operations on a standalone basis for Financial Year 2024-25, increased by 14.55% to ' 11,372.27 Million as compared to ' 9,927.99 Million in Financial Year 2023-24. Earnings before interest, taxes, depreciation and amortisation ('EBITDA') for Financial Year 2024-25 on a standalone basis from continuing operations increased by 9.52 % to ' 729.27 Million as compared to ' 665.88 Million in Financial Year 2023-24. Net Profit for the year after exceptional items and taxes from continuing and discontinuing operations was ' 602.16 Million as compared to ' 482.29 Million in Financial Year 2023-24. Basic and Diluted Earnings per share from continuing and discontinuing operations was ' 43.10 for the year as compared to ' 41.61 per share during the previous year.
CONSOLIDATED
The Company's consolidated income increased by 18.79 % to ' 12,292.77 Million in the Financial Year 2024-25 as compared to ' 10,348.49 Million in Financial Year 2023-24. EBITDA for Financial Year 2024-25 on a consolidated basis from continuing operations increased by 13.35% to ' 778.96 Million as compared to ' 68722 Million in Financial Year 2023-24. Net Profit for the year after exceptional items and
taxes from continuing and discontinuing operations was ' 755.32 Million as compared to ' 575.52 Million in Financial Year 2023-24. Basic and Diluted Earnings per share from continuing and discontinuing operations was ' 44.61 for the year as compared to ' 42.30 per share during the previous year.
A detailed discussion on operations for the year ended March 31, 2025 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.
HOLDING COMPANY, SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company is a subsidiary of Krystal Family Holdings Private Limited. As on March 31, 2025, the Company has three wholly owned subsidiaries viz. Krystal Gourmet Private Limited, Flame Facilities Private Limited and Taskmaster Private Limited.
The Company has two Joint Ventures namely, Krystal Aquachem and Joint Venture of Nangia & Co LLP & Krystal Integrated Services Limited. However, Joint Venture of Nangia & Co LLP & Krystal Integrated Services Limited is yet to commence any business.
CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, Taskmaster Private Limited was incorporated in the state of Maharashtra as a wholly owned subsidiary of the Company with effect from February 26, 2025 under CIN U96908MH2025PTC441263.
INCORPORATION OF WHOLLY OWNED SUBSIDIARIES AFTER THE FINANCIAL YEAR END
Your Company aims to explore new business opportunities in the country by developing independent subsidiaries and therefore subsequent to the end of the financial year i.e., after March 31, 2025, the Company has initiated the process of incorporating four Wholly Owned Subsidiaries (WOS) in India. This strategy will expand its portfolio, strengthen operations, and reduce risks in existing business lines.
As on the date of this report, the Company has received approval for availability of name for the following proposed companies from the Registrar of Companies and the Company is in the process of completing necessary formalities for incorporation:
i. Krystal Power Resources Private Limited - This proposed WOS intends to engage in the business of generation, production, transmission, distribution, trading, and supply of electrical power through both conventional and non-conventional energy sources.
ii. Krystal Ports and Harbour Private Limited - This proposed WOS intends to engage in the business of developing, designing, constructing, operating, managing and maintaining ports, harbors, terminals, jetties, berths, wharves, dry docks, shipyards, and other related maritime infrastructure.
iii. Krystal Waste Works Private Limited - This proposed WOS intends to engage in the business of collection, segregation, transportation, processing, treatment, recycling, reuse, disposal, and management of all types of waste including solid waste, liquid waste, hazardous waste, biomedical waste, electronic waste (e-waste), plastic waste, industrial waste, municipal waste, and wastewater.
Further, the Company has also made an application to the Registrar of Companies for availability of the following name of the proposed WOS and the name approval is awaited as on the date of this report:
a) Krystal Water Resources Private Limited, or such other name as may be approved by the Registrar -
The proposed WOS intends to engage in the business of planning, designing, developing, constructing, operating, and maintaining water resource projects including water supply systems, irrigation systems, water treatment plants, desalination plants, wastewater and sewage treatment plants, stormwater drainage systems, water harvesting structures, reservoirs, dams, canals, pipelines, and other related infrastructure.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the year under review, Taskmaster Private Limited became a Wholly Owned Subsidiary of the Company. Further, during the year under review, no company became/ceased to be a Joint Venture or an Associate Company of the Company.
FINANCIAL DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ('the Act') read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries, joint venture and associate companies in Form AOC-1 is attached to the financial statements.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of these subsidiaries are uploaded on
the website of the Company at https://krystal-group.com/ annual-financials-of-subsidiaries/. The same shall also be sent to Members electronically who request for the same by sending e-mail to the Company at company.secretary@ krystal-group.com from their registered e-mail address. Further, in terms of SEBI Listing Regulations, the Company has formulated a policy for determining its material subsidiaries and the same is available on the website of the Company at https://krystal-group.com/policies/.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of sub-section (3) of Section 129 of the Act and SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.
The operational highlights of wholly owned subsidiaries and joint ventures of the Company during the financial year ended March 31, 2025 are as under:
WHOLLY OWNED SUBSIDIARIES
a) Krystal Gourmet Private Limited
The total income for the Financial Year 2024-25 was ' 753.91 Million. Profit before interest, depreciation and tax for the year was ' 39.49 Million. Krystal Gourmet Private Limited reported a net profit of ' 17.91 Million for the year.
b) Flame Facilities Private Limited
The total income for Financial Year 2024-25 was ' 219.67 Million. Profit before interest, depreciation and tax for the year was ' 7.87 Million. Flame Facilities Private Limited reported a net profit of ' 3.25 Million for the year.
c) Taskmaster Private Limited
The total income for the period beginning from February 26, 2025 to March 31, 2025 (Financial Period) was ' 0.05 Million. Taskmaster Private Limited reported a net loss of ' (0.01) Million during the financial period.
JOINT VENTURES
a) Krystal Aquachem
Krystal Aquachem recorded total income of ' 53.75 Million for Financial Year 2024-25. Profit before depreciation and tax for the year was at ' 3.69 Million. Krystal Aquachem reported a net profit of ' 1.89 Million for the year.
b) Nangia & Co LLP & Krystal Integrated Services Limited
Joint Venture of Nangia & Co LLP & Krystal Integrated Services Limited is yet to commence any business.
SHARE CAPITAL
During the financial year under review, the Company has not issued any equity shares. As on March 31, 2025, the Authorised share capital of the Company was ' 15,00,00,000/- divided into 1,50,00,000 equity shares of face value of ' 10/- each. At the end of the financial year 2024-25, the Issued, Subscribed and Paid-up equity share capital of the Company stood at ' 13,97,19,520/- divided into 1,39,71,952 equity shares of face value of ' 10/- each.
NON-CONVERTIBLE DEBENTURES
During the year under review, the Company has not issued and allotted any Non-Convertible Debentures.
CREDIT RATING
During the year under review, Rating Agencies reaffirmed/ issued ratings to the Company, as under:
confirmed that there was no material reason other than that mentioned above for his resignation.
The Board has placed on record its appreciation for the valuable contributions made by Mr. Vijay Kumar Agarwal during his association with the Company.
APPOINTMENT
With a view to diversify/broaden the present Board composition, the Board, on the recommendation of the Nomination, Remuneration & Compensation Committee, appointed Mr. Mahesh Vinayak Redkar (DIN: 10614348) as an Additional Director (Non - Executive, Independent) w.e.f. June 25, 2024 and recommended his appointment as an Independent Director to the Members of the Company.
Mr. Mahesh Vinayak Redkar (DIN: 10614348) has been appointed as an Independent Director of the Company for a period of five years with effect from June 25, 2024 pursuant to approval of Members of the Company at the Annual General Meeting held on September 16, 2024.
As on the date of this report, the composition of the Board of Directors of the Company is as stated below:
|
Rating Agency
|
Rating
|
Nature of Securities
|
|
Crisil Ratings Limited
|
Crisil A-/Stable
|
Long Term
|
|
Crisil Ratings Limited
|
Crisil A2
|
Short Term
|
DETAILS RELATING TO DEPOSITS
During the period under review, the Company has not accepted or renewed any amount falling within the purview of the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2025, there were no deposits which were unpaid or unclaimed and due for repayment. The requisite return for FY 2024-25 with respect to amount(s) not considered as deposits has been filed.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS
Details of changes in the Board composition during the year under review and until the date of this Report, are as under:
CESSATION
Mr. Vijay Kumar Agarwal, Independent Director (DIN: 00058548) ceased to be the Independent Director of the Company with effect from May 10, 2024 due to advancing age and health related issues. Mr. Vijay Kumar Agarwal
|
Sr.
No.
|
Name
|
Designation
|
|
1.
|
Ms. Neeta Prasad Lad
|
Chairperson & Managing Director
|
|
2.
|
Ms. Saily Prasad Lad
|
Whole-time Director
|
|
3.
|
Mr. Shubham Prasad Lad
|
Whole-time Director
|
|
4.
|
Mr. Pravin Ramesh Lad
|
Whole-time Director
|
|
5.
|
Mr. Sanjay Suryakant Dighe
|
CEO & Whole-time Director
|
|
6.
|
Professor Sunder Ram Govind Raghavan Korivi
|
Independent Director
|
|
7.
|
Dr. Dhanya Pattathil
|
Independent Director
|
|
8.
|
Dr. Yajyoti Digvijay Singh
|
Independent Director
|
|
9.
|
Lieutenant Colonel Kaninika Thakur
|
Independent Director
|
|
10.
|
Mr. Mahesh Vinayak Redkar
|
Independent Director
|
RETIREMENT BY ROTATION
In terms of the provisions of sub-section (6) of Section 152 of the Act and the Articles of Association of the Company, Mr. Pravin Ramesh Lad, Whole-time Director (DIN: 01710743) of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.
The Board of Directors on the recommendation of the Nomination, Remuneration and Compensation Committee recommends his re-appointment for the consideration
of the Members of the Company at the ensuing Annual General Meeting.
In terms of the provisions of the Act and SEBI Listing Regulations, the Nomination, Remuneration & Compensation Committee, after reviewing and evaluating the composition of the Board, including the skills, knowledge and experience of the Directors recommended the aforesaid appointments/ re-appointments to the Board.
The agenda items with respect to the appointment/re- appointment along with brief resume, expertise and other details of Directors as required in terms of sub-regulation (3) of Regulation 36 of SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, forms part of the Notice convening the ensuing Annual General Meeting.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are the Key Managerial Personnel (including Directors) of the Company as on March 31, 2025:
|
Sr.
No.
|
Name
|
Designation
|
|
1.
|
Ms. Neeta Prasad Lad
|
Chairperson & Managing Director
|
|
2.
|
Ms. Saily Prasad Lad
|
Whole-time Director
|
|
3.
|
Mr. Shubham Prasad Lad
|
Whole-time Director
|
|
4.
|
Mr. Pravin Ramesh Lad
|
Whole-time Director
|
|
5.
|
Mr. Sanjay Suryakant Dighe
|
CEO & Whole-time Director
|
|
6.
|
Mr. Barun Dey
|
Chief Financial Officer
|
|
7.
|
Ms. Stuti Maru
|
Company Secretary & Compliance Officer
|
DECLARATION OF INDEPENDENCE
The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations.
Further, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee(s) of the Company.
In the opinion of the Board, the Independent Directors appointed during the year under review, are persons with highest standards of integrity and possess requisite
qualifications, experience, expertise and proficiency required under applicable laws and the policies of the Company.
In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA).
The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA, within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All Independent Directors of the Company have confirmed that they have undertaken the online proficiency self-assessment test conducted by IICA.
A matrix demonstrating the skill and expertise of Directors of the Company including Independent Directors is provided in the Report on Corporate Governance forming part of this Annual Report.
BOARD EVALUATION
Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and the Non-Executive Directors (including Independent Directors) on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. The performance of the Executive Directors is evaluated on the basis of achievement of their Key Result Areas.
Two meetings of Independent Directors were held on February 20, 2025 and March 26, 2025 chaired by Professor Sunder Ram Govind Raghavan Korivi, Lead Independent Director, to review the performance of Chairperson, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and SEBI Listing Regulations.
The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The feedback of the meeting was shared by Lead
Independent Director with the Board of the Company. The action areas identified out of evaluation process have been discussed and are being implemented.
The Independent Directors were satisfied with the overall functioning of the Board, its various committees and performance of other Non-Executive and Executive Directors. The Board of Directors has expressed its satisfaction with the evaluation process.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has conducted familiarisation programmes for Independent Directors of the Company covering the matters as specified in Regulation 25(7) of SEBI Listing Regulations. The details of the training and familiarisation programmes conducted by the Company are hosted on the Company's website at https://krystal-group.com/ wp-content/uploads/2025/06/Board-Familiarisation- Programme-FY-2024-25-Upload.pdf.
MEETINGS OF THE BOARD OF DIRECTORS (“BOARD”)
During the period under review, the Board of your Company met 7 (Seven) times, on:
i) April 10, 2024
ii) May 13, 2024
iii) May 27 2024
iv) July 12, 2024
v) August 12, 2024
vi) October 23, 2024 and
vii) January 20, 2025
The details are given in the Corporate Governance Report which forms part of this Annual Report.
COMMITTEES OF THE BOARD
The Company has the following Board Committees:
1) Audit Committee,
2) Nomination, Remuneration and Compensation Committee,
3) Corporate Social Responsibility Committee,
4) Risk Management Committee,
5) Stakeholder Relationship Committee,
6) Tender Committee and
7) Finance Committee
The Company Secretary is the Secretary of all the Committees. The Board of Directors and Committees also take decisions by resolutions passed through circulation which are noted by the Board/respective Committees of the Board at their next meetings. The Minutes of meetings of all Committees of the Board are circulated to the Board of Directors for noting. During the year under review, all recommendations received from its committees were accepted by the Board.
AUDIT COMMITTEE
During the year under review, the Audit Committee met 6 (Six) times on April 10, 2024, May 13, 2024, May 27 2024, August 12, 2024, October 23, 2024 and January 20, 2025.
The composition of the Audit Committee is as under:
|
Sr.
No.
|
Name of the Member
|
Designation
|
Status
|
|
1
|
Professor Sunder Ram Govind Raghavan Korivi
|
Chairperson
|
Non- Executive,
Independent
Director
|
|
2
|
Mr. Sanjay Suryakant Dighe
|
Member
|
Executive, CEO & Whole-time Director
|
|
3
|
Dr. Yajyoti Digvijay Singh
|
Member
|
Non- Executive,
Independent
Director
|
|
4
|
Mr. Mahesh Vinayak Redkar
|
Member
|
Non- Executive,
Independent
Director
|
Mr. Vijay Kumar Agarwal ceased to be the Chairman and member of the Audit Committee due to resignation as an Independent Director of the Company on May 10, 2024. The Audit Committee was re-constituted on May 16, 2024 by designating Professor Sunder Ram Govind Raghavan Korivi, Non-Executive Independent Director as the Chairperson of the Committee and appointing Dr. Yajyoti Singh as a member of the Committee. The Audit Committee was further re-constituted on August 12, 2024 by appointing Mr. Mahesh Vinayak Redkar as a member of the Committee.
During the year under review, the composition of Audit Committee was not in accordance with Regulation 18(1) (a) of SEBI Listing Regulations for a period of 6 days. The details/particulars of the meetings held, attendance thereat and terms of the reference of the Committee are given in the Corporate Governance Report which forms a part of this Annual Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism, as envisaged under the provisions of sub-section (9) of Section 177 of the Act, the Rules framed thereunder and Regulation 22 of SEBI Listing Regulations for the directors, its employees as well as external stakeholders (customers, vendors, suppliers, outsourcing partners, etc.) to raise their concerns or observations without fear, or report instances of any unethical or unacceptable business practice or event of misconduct/unethical behavior, actual or suspected fraud and violation of Company's Code of Conduct.
The Policy provides for protecting confidentiality of those reporting violation(s) as well as evidence submitted and restricts any discriminatory practices against complainants. The Policy also provides for adequate safeguards and protection against victimisation of persons who avail such mechanism. To encourage employees to report any concerns and to maintain anonymity the Policy provides direct access for grievances or concerns to be reported to the Chairman of the Audit Committee.
The details of establishment of Vigil Mechanism/Whistle Blower Policy are posted on the website of the Company at www.krystal-group.com and the web link to the same at https://krystal-group.com/policies/
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Board of Directors of the Company has constituted Corporate Social Responsibility (CSR) Committee. The Corporate Social Responsibility Policy of the Company, in line with the provisions of the Act was approved by the Board of your Company and the Company's CSR Policy is placed on the website of the Company at https://krystal-group.com/csr/.
During the year under review, your Company incurred an expenditure of ' 12.72 Million towards CSR activities as against the mandatory CSR obligation of ' 8.14 Million. Mr. Barun Dey, CFO of the Company has certified that CSR funds so disbursed for the projects have been utilised for the purposes and in the manner as approved by the Board.
Your Company has incurred an excess expenditure of ' 4.57 Million during the Financial Year 2024-25 towards CSR. The Board has accorded its approval to set-off the
excess CSR expenditure of ' 4.57 Million in compliance with the conditions as stipulated under Rule 7(3) of Companies (Corporate Social Responsibility Policy) Rules, 2014.
An Annual Report on the CSR activities of the Company as mandated under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is available at https://krystal-group.com/csr/ and enclosed as Annexure 1.
The composition of the CSR Committee is as under:
|
Sr.
No.
|
Name of the Member
|
Designation
|
Status
|
|
1
|
Ms. Neeta Prasad Lad
|
Chairperson
|
Executive, Chairperson & Managing Director
|
|
2
|
Dr. Yajyoti Singh
|
Member
|
Non- Executive,
Independent
Director
|
|
3
|
Mr. Sanjay Suryakant Dighe
|
Member
|
Executive, CEO & Whole-time Director
|
During the year under review, the Committee met 4 (Four) times on May 27 2024, August 12, 2024, October 23, 2024 and January 20, 2025. The brief terms of reference, particulars of meetings held and attendance there at are mentioned in the Corporate Governance Report forming part of the Annual Report.
RISK MANAGEMENT COMMITTEE AND FRAMEWORK
Pursuant to Regulation 21 of SEBI Listing Regulations, the Board has constituted Risk Management Committee to frame, implement and monitor risk management plan of the Company. The Board has adopted the Risk Management Policy and guidelines to mitigate foreseeable risks, avoid events, situations or circumstances, which may lead to negative consequences on the Company's businesses. The major risks identified are systematically approached through mitigating actions on continual basis. Risk evaluation is an ongoing and continuous process within the Company and it is regularly updated to the Board of the Company.
The Risk Management Committee has been entrusted with the responsibility to assist the Board in overseeing and approving the Company's enterprise-wide risk management framework. A detailed analysis of the business risks and opportunities is given under Management Discussion and Analysis Report.
The composition of the Risk Management Committee is as under:
|
Sr.
No.
|
Name of the Member
|
Designation
|
Status
|
|
1
|
Lieutenant Colonel Kaninika Thakur
|
Chairperson
|
Non- Executive,
Independent
Director
|
|
2
|
Dr. Yajyoti Singh
|
Member
|
Non- Executive,
Independent
Director
|
|
3
|
Mr. Sanjay Suryakant Dighe
|
Member
|
Executive, CEO & Whole-time Director
|
Mr. Vijay Kumar Agarwal ceased to be the Chairman and member of the Risk Management Committee due to resignation as an Independent Director of the Company on May 10, 2024. The Risk Management Committee was re-constituted on May 16, 2024 by designating Lieutenant Colonel Kaninika Thakur, Non-Executive Independent Director as the Chairperson of the Committee and appointing Dr. Yajyoti Singh as a member of the Committee.
During the year under review, the Committee met 2 (Two) times on August 12, 2024 and January 20, 2025. The Committee is vested with necessary powers, as per its terms of reference duly approved by the Board. Further details on the Risk Management Committee are provided in the Report on Corporate Governance forming part of this Annual Report.
NOMINATION, REMUNERATION AND COMPENSATION COMMITTEE
The composition of the Nomination, Remuneration and Compensation Committee is in conformity with the provisions of the Section 178 of the Act and Regulation 19 of SEBI Listing Regulations. The composition of the Nomination, Remuneration and Compensation Committee is as under:
|
Sr.
No.
|
Name of the Member
|
Designation
|
Status
|
|
1.
|
Lieutenant Colonel Kaninika Thakur
|
Chairperson
|
Non- Executive,
Independent
Director
|
|
2.
|
Dr. Dhanya Pattathil
|
Member
|
Non- Executive,
Independent
Director
|
|
3.
|
Dr. Yajyoti Singh
|
Member
|
Non- Executive,
Independent
Director
|
|
4.
|
Mr. Mahesh Vinayak Redkar 1
|
Member
|
Non- Executive,
Independent
Director
|
appointing Mr Mahesh Vinayak Redkar, Non-Executive Independent Director as a member of the Committee.
During the year under review, the Committee met 3 (Three) times on May 27 2024, August 12, 2024 and October 23, 2024. The terms of reference of the Nomination, Remuneration and Compensation Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of sub¬ section (3) of Section 178 of the Act and SEBI Listing Regulations dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.
The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is annexed to this Report as Annexure 2 and is also available on the Company's website https://krystal-group.com/policies/ under Investor Tab.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Pursuant to Section 178 of the Act and Regulation 20 of SEBI Listing Regulations, the Stakeholders' Relationship Committee was constituted by the Board of Directors. The composition of the Stakeholders Relationship Committee is as under:
|
Sr.
No.
|
Name of the Member
|
Designation
|
Status
|
|
1
|
Professor Sunder Ram Govind Raghavan Korivi
|
Chairperson
|
Non - Executive,
Independent
Director
|
|
2
|
Dr. Dhanya Pattathil
|
Member
|
Non - Executive,
Independent
Director
|
|
3
|
Mr. Sanjay Suryakant Dighe
|
Member
|
Executive, CEO & Whole-time Director
|
|
4
|
Mr. Mahesh Vinayak Redkar 1
|
Member
|
Non - Executive,
Independent
Director
|
*The Stakeholders’ Relationship Committee was re¬ constituted on August 12, 2024 by appointing Mr Mahesh Vinayak Redkar, Non-Executive Independent Director as a member of the Committee.
During the year under review, the Committee met 1 (One) time on January 20, 2025.
The brief terms of reference of the Stakeholders' Relationship Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.
NAME AND DESIGNATION OF THE COMPLIANCE OFFICER
Ms. Stuti Maru, Company Secretary and Compliance Officer of the Company, is the Compliance Officer/Investor Relations Officer, who deals with matters pertaining to Shareholders' grievances.
TENDER COMMITTEE
The Board of Directors of the Company constituted a Tender Committee and the details of composition of the Committee are given herein below:
|
Sr.
No.
|
Name of the Member
|
Designation
|
Status
|
|
1
|
Mr. Pravin Ramesh Lad
|
Chairperson
|
Executive, Whole¬ time Director
|
|
2
|
Mr. Sanjay Suryakant Dighe
|
Member
|
Executive, CEO & Whole-time Director
|
|
3
|
Ms. Saily Prasad Lad*
|
Member
|
Executive, Whole¬ time Director
|
|
4
|
Mr. Shubham Prasad Lad*
|
Member
|
Executive, Whole¬ time Director
|
*The Tender Committee was re-constituted on October 23, 2024 by appointing Mr. Shubham Prasad Lad, Whole-time Director as a member of the Committee in place of Ms. Saily Prasad, Whole-time Director of the Company.
During the year under review, the Committee met 25 (Twenty-Five) times.
The Committee is vested with necessary powers, as per its terms of reference duly approved by the Board. Further details on the Tender Committee are provided in the Report on Corporate Governance forming part of this Annual Report.
FINANCE COMMITTEE
The Board of Directors of the Company constituted a Finance Committee and the details of composition of the Committee are given herein below:
|
Sr.
No.
|
Name of the Member
|
Designation
|
Status
|
|
1
|
Mr. Pravin Ramesh Lad
|
Chairperson
|
Executive, Whole¬ time Director
|
|
Sr.
No.
|
Name of the Member
|
Designation
|
Status
|
|
2
|
Mr. Sanjay Suryakant Dighe
|
Member
|
Executive, CEO & Whole-time Director
|
|
3
|
Ms. Saily Prasad Lad*
|
Member
|
Executive, Whole¬ time Director
|
|
4
|
Mr. Shubham Prasad Lad*
|
Member
|
Executive, Whole¬ time Director
|
*The Finance Committee was re-constituted on October 23, 2024 by appointing Mr Shubham Prasad Lad, Whole¬ time Director as a member of the Committee in place of Ms. Saily Prasad, Whole-time Director of the Company.
During the year under review, the Committee met 25 (Twenty-Five) times.
The Committee is vested with necessary powers, as per its terms of reference duly approved by the Board. Further details on the Finance Committee are provided in the Report on Corporate Governance forming part of this Annual Report.
IPO COMMITTEE AND COMMITTEE OF INDEPENDENT DIRECTOR
The IPO Committee and Committee of Independent Directors were constituted specifically for the purposes of Initial Public Offering (IPO). Pursuant to the listing of equity shares of the Company on the Stock Exchanges, IPO related matters had concluded and therefore the IPO Committee and Committee of Independent Directors were dissolved with effect from July 31, 2025.
AUDITORS
Statutory Audit & Statutory Auditors
During the year under review, M/s. T. R. Chadha & Co LLP, Chartered Accountants (Firm Registration No. 006711N/ N500028) resigned as the Statutory Auditors of the Company effective August 12, 2024, before completion of their term. Their resignation caused a casual vacancy in the office of Statutory Auditors.
Based on the recommendation of the Audit Committee and approval of the Board of Directors, M/s. Maheshwari & Co., Chartered Accountants (Firm Registration No.: 105834W), Mumbai, were appointed as the Statutory Auditors of the Company, to fill the casual vacancy caused due to resignation of M/s. T R Chadha & Co LLP, Chartered Accountants (FRN: 006711N/N500028), Mumbai, to hold office from August 12, 2024 till the conclusion of the 23rd Annual General Meeting.
Further, the Board of Directors of the Company at its meeting held on August 12, 2024, on recommendations of Audit Committee further appointed M/s. Maheshwari & Co., Chartered Accountants (Firm Registration No.: 105834W) for a period of five years. Appointment of M/s. Maheshwari & Co., Chartered Accountants was approved by the members of the Company at their 23rd Annual General Meeting held on September 16, 2024 to hold office from the conclusion of 23rd Annual General Meeting till the conclusion of 28th Annual General Meeting.
The Auditors' Report “with an unmodified opinion”, given by M/s. Maheshwari & Co., Chartered Accountants, Statutory Auditors, on the Financial Statements of the Company for 2024-25, is disclosed in the Financial Statements forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report and the same does not call for any further comments. The Notes to the Financial Statements are self-explanatory and do not call for any further comments.
Internal Auditor
M/s. J C Kabra & Associates (Firm Reg. No. 115749W) were appointed as the Internal Auditors of the Company for the financial year 2024-25.
Based on the recommendation of the Audit Committee, Board at its meeting held on April 30, 2025 approved the appointment of M/s. J F Jain & Co, Practicing Chartered Accountants (Firm Reg. No. 112599W) as the Internal Auditors of the Company for the Financial Year 2025-26.
Annual Audit Plans are prepared on the basis of the discussions between the Internal Auditor and Audit Committee. The Audit Committee periodically reviews such plans and modifies them as and when required. Internal Auditors independently conduct objective assessment of Company's financial and operational processes, risk management practices, regulatory compliances, and effectiveness of internal controls. Internal Audit Reports along with the Management response/action plans are reviewed by the Audit Committee, on a quarterly basis.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. Kajal Jakharia & Associates, a peer reviewed firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for FY 2024-25. The Report of the Secretarial Audit is annexed herewith as Annexure 3. The Secretarial
Audit report contains observations/ qualifications requiring explanation or comments from the Board under Section 134(3) of the Act.
Secretarial Auditor's Qualification:
1) The composition of Audit Committee was not in accordance with Regulation 18(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from May 10, 2024 to May 15, 2024, since the Audit Committee did not have minimum three directors as members for a period of 6 days.
2) The Audit Committee meeting held on May 13, 2024 was attended by only 1 Independent Director and therefore, it was found to be in non-compliance with the provisions of Regulation 18(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3) Submission of 'Outcome of Board Meeting,' as
per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Board meeting held on May 27 2024 got delayed due to technical glitch and the disclosure to National Stock Exchange of India Limited (NSE) was made with a delay of 33 minutes.
4) Submission of 'Outcome of Board Meeting', as
per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Board meeting held on October 23, 2024 got delayed due to connectivity issues and the disclosure to BSE Limited and NSE was made with a delay of 4 minutes.
5) The Company did not submit financial results for the period ended March 31, 2024 in Machine Readable Form / Legible copy, thereby violating provisions of NSE circular no.: NSE/CML/2018/02 dated January 16, 2018: with respect to dissemination of corporate announcements in a machine readable and searchable form. Thereafter, on June 24, 2024, the Company submitted financial results for the period ended March 31, 2024 in Machine Readable Form / Legible copy, to NSE.
Explanation from the Board under Section 134(3) of the Act:
Response for 1 and 2: The Chairman of Audit Committee resigned from the Board on May 10, 2024. The Company was in the process to identify & appoint new Committee Member of Audit Committee.
Response for 3: The Company faced some technical glitch on NSE portal during login. However, the Company managed to upload the outcome at 6.13 pm on the portal. Henceforth, the Company will be more careful.
Response for 4: The Company faced login issues with both BSE & NSE. However, the Company managed to upload the outcome at of 4.59 pm. Hence forth, the Company will be more careful.
Response for 5: It was an inadvertent error. The Company will be more diligent to all the circulars & will be more careful going forward.
Further, pursuant to the provisions of Regulation 24A and other applicable provisions of SEBI Listing Regulations read with Section 204 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and Board of Directors at their respective meetings held on April 30, 2025 have approved and recommended for approval of Members, appointment of M/s. Vaibhav Shah & Co., Practicing Company Secretaries (Firm Registration No. S2010MH138600) as the Secretarial Auditor of the Company for 5 consecutive financial years from 2025-26 to 2029-30 for auditing the secretarial compliances of the Company. The Board of Directors on the recommendation of the Audit Committee recommends the appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Detailed proposal for appointment of Secretarial Auditor forms part of the Notice convening this Annual General Meeting.
FRAUDS
There have not been any frauds reported by the Auditors of the Company under Section 143(12) of the Act.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for FY 2024-25 pursuant to Regulation 24A of SEBI Listing Regulations. The Annual Secretarial Compliance Report has been submitted to the Stock Exchanges on May 21, 2025, which is within 60 days of the end of the financial year ended March 31, 2025.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Sections 134(3)(c) and 134(5) of the Act and based on the information provided by the management, the Board of Directors of the Company, to the best of their knowledge and belief, confirm that:
a) in the preparation of the annual accounts for the period commencing from April 01, 2024 to March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b) the Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the period under review and of the profit and loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN, OR SECURITY PROVIDED BY THE COMPANY
The particulars of loans, guarantees and investments, as required under Section 186 of the Act and Schedule V of SEBI Listing Regulations, have been disclosed in Note No. 14 of the financial statements for FY 2024-25.
LOANS FROM DIRECTORS OR DIRECTORS' RELATIVES
During the year, the Company had not obtained any loan from any of the Directors or their relatives.
RELATED PARTY TRANSACTIONS
All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on arm's length basis and the same were in compliance with the applicable provisions of the Act and SEBI Listing Regulations.
Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of SEBI Listing Regulations, all Material Related Party Transactions (“material RPTs”) require prior approval of the shareholders of the Company vide ordinary resolution. Accordingly, members of the Company granted approval for material related party transaction(s) between the Company and Volksara Techno Solutions Private Limited and Navagunjara Finance Private Limited. In terms of Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details
of material contracts or arrangements entered into with related parties on arm's length basis in Form AOC-2 is appended as Annexure 4 to this Annual Report.
All the related party transactions are placed before the Audit Committee for their review and approval. Prior omnibus approval of the Audit Committee is obtained before the beginning of a financial year, for the transactions which are planned, foreseeable and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis. Specific approval of the audit committee is sought for any new related party transaction or material modification to a previously approved transaction during the year.
The details of related party transactions in terms of Ind AS 24 have been disclosed in Note No. 37 to the Standalone and Consolidated Financial Statements forming part of this Report.
The Company has formulated a policy for dealing with related party transactions and the same is hosted on the Company's website at https://krystal-group.com/policies/. The transactions entered into by the Company during the financial year under review were in conformity with the Company's policy on related party transactions. Further, pursuant to SEBI Listing Regulations, the Company has filed half yearly reports on related party transactions with BSE Limited and National Stock Exchange of India Limited.
PARTICULARS OF EMPLOYEES
In terms of the requirements of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are annexed to this Report as Annexure 5.
The statement containing names and other details of the employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is open for inspection and any Member interested in obtaining a copy of the same may write to the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A 'Prevention of Sexual Harassment' Policy, which is in line with the statutory requirements, along with a structured reporting and redressal mechanism, including the constitution of Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the POSH Act”), is in place.
The details of number of complaints received and disposed of during the year ending March 31, 2025 is given below:
|
Number of complaints received during the financial year
|
Nil
|
|
Number of complaints resolved during the financial year
|
NA
|
|
Number of complaints pending as at end of the financial year
|
Nil
|
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
a) The provisions of Section 134(3)(m) of the Act and the Rules made there under relating to conservation of energy and technology absorption do not apply to your Company as it is not a manufacturing Company.
b) Foreign Exchange Earnings during the year under review was ' NIL as against previous year ' NIL and Foreign Exchange Outgo during the year under review was ' 722 Million as against previous year ' NIL.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in the future. Further, no penalties have been levied by any regulator during the year under review.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company's internal financial control systems are commensurate with its size and nature of its operations and such internal financial controls are adequate and are operating effectively. The Company has adopted policies
and procedures for ensuring orderly and efficient conduct of the business. These controls have been designed to provide reasonable assurance regarding recording and providing reliable financial and operational information, adherence to the Company's policies, safeguarding of assets from unauthorised use and prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
ANNUAL RETURN
As required under the provisions of Sections 134(3) (a) and Section 92(3) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in prescribed form MGT- 7 has been placed on the website of the Company at https://krystal-group.com/ annual-return/.
MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATE
In terms of SEBI Listing Regulations the certificate, as prescribed in Part B of Schedule II of SEBI Listing Regulations, has been obtained from CEO and CFO of the Company, for the Financial Year 2024-25 with regard to the Financial Statements and other matters.
SECRETARIAL STANDARDS AND COMPLIANCE
During the year under review, the Company has complied with the applicable provisions of Secretarial Standards issued by The Institute of Company Secretaries of India on Board Meetings and General Meetings.
MATERNITY BENEFIT ACT, 1961
During the year under review, the Company has complied with the provisions relating to the Maternity Benefit Act, 1961.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintaining the highest standards of corporate governance and continues to be compliant with the requirements of corporate governance as enshrined in SEBI Listing Regulations. The Report on Corporate Governance together with the Certificate from the Practising Company Secretary confirming compliance with conditions on Corporate Governance as stipulated in SEBI Listing Regulations as on March 31, 2025 forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for FY 2024-25, as stipulated under SEBI Listing Regulations forms part of the Annual Report.
INSIDER TRADING REGULATIONS
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has adopted a Code of Fair Disclosure, Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders (“Insider Trading Code”). The Insider Trading Code is available on the website of the Company at https://krvstal-group.com/policies/.
OTHER DISCLOSURES
The Directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions/events have not taken place during the year under review:
a) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.
b) The Company has not issued shares (including sweat equity shares) to employees under any scheme.
c) There was no revision in the financial statements.
d) The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees.
e) The Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries.
f) MSME: The Company has registered itself on Trade Receivables Discounting System platform (TReDS) through the service providers Mynd Solutions Private Limited (“M1xchange”). The Company complies with the requirement of submitting a half yearly return to the Ministry of Corporate Affairs within the prescribed timelines.
g) The Company does not fall in the category of large corporate for FY 2024-25.
h) There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 and corporate insolvency resolution for the end of financial year March 31, 2025.
i) There were no instances of one-time settlement with any Banks or Financial Institutions.
j) The Company is not required to maintain cost records under Section 148 of the Act.
k) The Company has not issued any equity shares under Krystal Integrated Services Limited Employee Stock Option Plan, 2023 during the year under review and hence no information is provided as per provisions of Section 62(1)(b) of the Act.
l) There are no agreements defined under clause 5A of paragraph A of Part A of Schedule III of SEBI Listing Regulations that are binding on the Company.
m) Designated person for furnishing information and extending co-operation to Registrar of Companies (ROC) in respect of beneficial interest in shares of the Company: The Company Secretary & Compliance Officer of the Company is the designated person responsible for furnishing information and extending cooperation to the ROC in respect of beneficial interest in the Company's shares.
ACKNOWLEDGEMENTS / APPRECIATIONS
We take this opportunity to thank the employees for their dedicated service and contribution to the Company.
We also thank our banks, business associates, members and other stakeholders for their continued support to the Company.
For and on behalf of the Board of Directors of Krystal Integrated Services Limited (Previously known as Krystal Integrated Services Private Limited)
Neeta Prasad Lad Sanjay Suryakant Dighe
Date: July 31, 2025 Chairperson and Managing Director CEO and Whole time Director
Place: Mumbai DIN: 01122234 DIN: 02042603
1
The Nomination, Remuneration and Compensation Committee was re-constituted on August 12, 2024 by
|