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KRYSTAL INTEGRATED SERVICES LTD.

24 December 2025 | 12:00

Industry >> Services - Others

Select Another Company

ISIN No INE0QN801017 BSE Code / NSE Code 544149 / KRYSTAL Book Value (Rs.) 331.86 Face Value 10.00
Bookclosure 02/09/2025 52Week High 749 EPS 31.30 P/E 16.61
Market Cap. 726.40 Cr. 52Week Low 416 P/BV / Div Yield (%) 1.57 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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