The Directors present the Annual Report of Kross Limited along with the Audited Financial Statements for the financial year ended 31^st March, 2024.

2) THE STATE OF THE COMPANY’S AFFAIRS

The Company is engaged in the business of manufacturing of all types of components, parts, spare parts, accessories for motor vehicles and also has specialization in Trailer Axle part. During the year under review, the Company has posted an increase in revenue from operation over the previous year (total revenue for the financial year 2023-24 is Rs. 6202.50 million as against Rs. 4,886.28 million in the previous year). The profit after tax for the year has registered an increase over the previous year (profit after tax for the financial year 2023-24 is Rs. 446.98 million as against 310.54 million in the previous year).

The Company’s Financial Statement along with the comparatives have been prepared in accordance with Indian Accounting standards (Ind AS) prescribed under section 133 of the Act read with the (Companies

Indian Accounting Standards) Rules 2015 as amended with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 (“Act”) read with the relevant Rules framed there under and the other accounting principles generally accepted in India.

3) DIVIDEND

The Company has not declared any Dividend and hence there is no outflow of cash for the purpose of Dividend for the FY 2023-24

4) ANNUAL DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OF SECTION 149

The Company has received Annual Declarations from all the Independent Directors of the Company declaring and confirming that they meet the criteria of Independence u/s 149(6) of the Companies Act, 2013.

5) NOMINATION AND REMUNERATION POLICY

The company has a Nomination and Remuneration Policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178]

The weblink of the policy is https://www.krosslimited.com/copy-of-financial-reports

7) TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(j) OF THE COMPANIES ACT, 2013

During the financial year 2023-24, the Company has not transferred any amount to its General Reserves.

8) DISCLOSURE UNDER SECTION 134 (3)(l) OF THE COMPANIES ACT, 2013

The company has material developments during the year under review FY 2023 - 24.

1. Initial Public Offering (“IPO”) of INR 500 Cr

The Board Meeting held on 30^th November 2023 has approved the filing of Draft Red Herring Prospectus (“DRHP”) with the Securities Exchange Board of India (“SEBI”) and the Company has with that decided to float an issue through Initial Public Offering (“IPO”) of INR 500 Cr consisting of INR 250 Cr through Fresh issue and INR 250 Cr through Offer for sale, the Company will utilize the issue proceeds of Fresh issue of INR 250 Cr in the following objectives as mentioned in the DRHP (“Offer Documents”);

1. Funding of capital expenditure requirements of our Company towards purchase of machinery and equipment;

2. Repayment or prepayment, in full or in part, of all or a portion of certain outstanding borrowings availed by

our Company, from banks and financial institutions;

3. Funding working capital requirements of the Company; and

4. General corporate purposes

2. Land Acquisition by the Company

The company has acquired a land covering a total area of 89,500 sq ft. situated at Plot Nos. B - 32, B -33 & B - 34 phase - 3 Adityapur Industrial Area Jamshedpur from Tatanagar Wire Ropes Private Limited and the company has also executed a lease deed agreement with Adityapur Industrial Area Development Authority (AIADA) for the said land of 89,500 sq ft. on 09th February, 2024 for a renewable Lease period of 30 (thirty) years. The company has further acquired Plot No 313, 314, 315, 316, Phase 5, Adityapur Industrial Area, Gamharia, Jamshedpur situated adjacent to our existing Plant V and the total area covered is 1 acre.

3. Sub Division of Shares

The Company at its Board Meeting held on 26 October 2023 has approved the Sub division/Split of its share capital from Rs.10 to Rs.5 which resulted changes in paid up share capital of the company i.e. 27046378 equity shares of Rs.10 each amounting to Rs. 27,04,63,780.00 was sub-divided/Split into 54092756 equity shares of Rs.5 each amounting to Rs. 27,04,63,780.00.

4. Bonus Issue

The Company at its Board meeting held on 09th November 2023 has allotted bonus shares of 13523189 at a ratio of 1:1 at a price of Rs.10 each amounting to Rs.13,52,31,890.00.

5. Appointment of Independent Directors

The company has appointed 4 (four) Independent Directors in the Board and various committees of the Board vide its Board Resolution dated 26^th October 2023.

9) PARTICULARS OF EMPLOYEES

The company has Unit I, II, III, IV, V and has around employees of nearly 2000 (Two Thousand) personnel working all over with a mix of permanent and contractual basis.

10) STATUTORY AUDITOR

M/s. S.K. Naredi & Co. Chartered Accountants, Jamshedpur, Jharkhand, have been appointed as Statutory Auditors of the Company to hold the office for a period of 5 years from the financial year 202223 to 2026-27.

11) COST AUDITOR & COST RECORD

The Board of Directors have appointed M/s Sohan Lal Jalan and Associates, Cost Accountant FRN-000521), Kolkata, West Bengal as Cost Auditors for conducting the audit of Cost Records and Cost Audit of the company for the financial year 2024-25 pursuant to Section-148 of the Companies Act,

2013.

The Company has duly prepared and maintained the cost records of the business activities carried out by the Company during the financial year 2023-24 as required pursuant to the provisions of section 148(1) of the Companies Act 2013 read with Companies (Cost Records and Audit) Rules 2014.

12) SECRETARIAL AUDITOR & SECRETARIAL COMPLIANCE REPORT

In terms of Section 204 of the Companies Act 2013 and rules made there under M/s. Adarsh Kumar Agarwal, Practicing Company Secretary, M No-36486, C.P No-13658, Jamshedpur, Jharkhand was appointed as a Secretarial Auditor of the Company for the financial year 2023-2024 at a remuneration fixed by the Board of Directors of the Company in consultation with the Secretarial Auditor. The report of the Secretarial Auditor in Form MR-3 is enclosed as Annexure to this report.

The Secretarial Auditor has the following observation in Form MR-3 which is enclosed as Annexure with this report.

13) INTERNAL AUDITOR & INTERNAL AUDIT REPORT

In terms of section 138 of the Companies Act 2013 read with rule 13 of the Companies (Accounts) Rules 2014 on the recommendation of Audit Committee the Board of Directors has re-appointed M/s GWC Professional Services Pvt Ltd, Kolkata, West Bengal as Internal Auditor of the Company for the financial year 2024-25 at a remuneration fixed by the Board of Directors of the Company in consultation with the Auditors.

The Internal Audit Report does not contain any qualifications reservation or adverse remarks.

14) EXPLANATION TO AUDITORS REPORT

The observations of the auditors in their report are self-explanatory and needs no further explanation. There are no qualifications or adverse remarks in the Auditor’s Report which requires any clarification/explanation pursuant to section 134(3)(f) of the Companies Act, 2013.

15) SHARE CAPITAL AUTHORIZED SHARE CAPITAL

During the financial year 2023-24 the three was increase in the Authorized Share Capital of The Company of 15,00,00,000/- (Rupees fifteen crore) equity share capital consisting of 1,50,00,000 equity shares of face value of Rs. 10/- (Rupees ten only) each to Rs. 37,00,00,000/- (Rupees thirty-seven crore) consisting of Rs. 35,00,00,000/- (Rupees Thirty-Five crore) equity share capital divided into Rs.

3.50.00. 000 equity shares of face value of Rs. 10/- (Rupees ten only) each and addition of Rs.

2.00. 00.000 /- (Rupees two crore) preference share capital divided into 20,00,000 preference shares of face value of Rs. 10/- (Rupees ten only) each.

PAID-UP SHARE CAPITAL

During the financial year 2023 - 24, the paid-up share capital of the company has changed from Rs.13,52,31,890 (13523189 eq shares of Rs 10 each) to Rs. 27,04,63,780.00 (54092756 equity shares of Rs 5 each) due to bonus and sub-division of the share capital of the company during the year 2023 - 24.

BUY BACK OF SECURITIES

During the financial year 2023-24, there were no buy back of shares._

SWEAT EQUITY

During the financial year 2023-24, the company has not issued sweaty equity shares.

RIGHTS ISSUE

During the financial year 2023-24, the company has not issued equity shares on right basis.

16) BOARD MEETINGS

During the financial year 2023-24, 12 (twelve) Board Meetings were held:

(i) 04^th May, 2023

(ii) 01^st June 2023

(iii) 28^th June 2023

(iv) 28^th July 2023

(v) 01^st August 2023

(vi) 04^th September 2023

(vii) 27^th September, 2023

(viii) 30th September, 2023

(ix) 21^st October 2023

(x) 09^th November 2023

(xi) 30^th November 2023

(xii) 21^st March, 2024

17) SECRETARIAL STANDARDS

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

18) BOARD OF DIRECTORS

The Board of Directors of the Company is constituted according to the requirement of the Companies Act 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 and had an appropriate number of Executive Director and Non-Executive (Independent Directors).

Present Board consist of below mentioned Directors:

1. Sudhir Rai-Chairman and Managing Director

2. Anita Rai-Whole Time Director

3. Sumeet Rai- Whole Time Director

4. Kunal Rai- Whole Time Director

5. Sanjiv Paul - Independent Director¹

6. Gurvinder Singh Ahuja - Independent Director¹

7. Deepa Verma - Independent Director¹

8. Mukesh Kumar Agarwal - Independent Director¹

9. K Suresh Babu - Executive Director²

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

5. Risk Management Committee

20) WEB LINK OF ANNUAL RETURN

The Company is having website, www.krossindia.com and the annual return of the company is published on such website at https://www.krosslimited.com/coming-soon-03

21) PUBLIC DEPOSITS

During the financial year 2023-24, the Company has not accepted any deposit pursuant to the Section 73 to 76 of the Companies Act, 2013 and rules made there under.

22) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2023-24, the Company has complied in respect of loan, guarantee or investment pursuant to the section-186 of the Companies Act, 2013 and rules made there under.

23) SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

During the financial year 2023-24, the Company is not having any Subsidiaries, Joint Ventures or Associate Companies.

24) RELATED PARTY TRANSACTIONS

In accordance with Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, particulars of contracts or arrangements or transactions with related parties, referred to in Section 188(1) of the Companies Act, 2013, entered by the company during the financial year 2023-24 were complied. Form AOC-2 attached.

25) CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section-134(3)(o) of the Companies Act, 2013 the brief details about the companies CSR Policy by the company and initiative taken by the company during the year is attached in CSR Report attached to this Board Report

26) DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Director’s Confirm:

i) That in preparation of annual accounts for the year 2023-24; the applicable accounting standards have been followed.

ii) That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit/loss of the company for that period.

iii) That proper and sufficient care had been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the annual accounts have been prepared on a going concern basis.

v) That they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27) ENERGY, TECHNOLOGY, FOREIGN EXCHANGEa) Conservation of Energy:

During the year there was no major capital investment on energy conservation equipment.

b) Technology Absorption:

No specific technology has been absorbed or adopted during the year.

c) Foreign Exchange Earnings and Outgo:

Earning: Rs. 70.10 mm (Export) Outgo: Rs. 380.90 mm (Import)

28) SEXUAL HARASSMENT

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year 2023-2024, no complaints were received by the Company related to sexual harassment.

29) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

No adverse orders or rulings of any Court or Tribunal or Regulator were passed which would impact the going concern status and Company’s operations in future between end of the financial year of the Company and the date of this report.

30) CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the company carried on during the year as compared to the previous year.

31) INTERNAL FINANCIAL CONTROLS:

The company has effective internal financial control systems commensurate to its size in regard to preparation of financial statements. The same are being reviewed at periodic intervals to assess any weakness and if found are redressed immediately.

32) DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

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

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

34) RISK MANAGEMENT POLICY

The company is exposed to inherent uncertainties owing to sectors in which it operates. A key factor in determining a company’s capacity to create sustainable value is the risks that company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company’s operating environment and they emerge on regular basis. The company’s risk management policy and processes focus on ensuring that these risks are identified on a timely basis and addressed. The entire policy and process of risk management of the company is being looked after by the Risk Management Committee of the Board of Directors.

35) PERFORMANCE EVALUATION BY THE BOARD

The company has a policy for “Performance Evaluation for Board of Directors” and the annual evaluations are done through feedback of the board and internal discussions.”

36) ACKNOWLEDGEMENT

The Board acknowledges the support of the valued Customers and Employees for their continued patronage and also places on record its sincere thanks to them. The Board also expresses its deep senses of appreciation to all employees of the Company for their strong work ethics, excellent performance, professionalism, teamwork, commitment, initiative and co-operation received from Independent Directors, Banks, Shareholders, Suppliers and Customers which has led to the company progress in today’s challenging environment.

1

During the financial year 2023-2024 all Independent Directors were appointed vide board resolution dated 21^st October, 2023 and in Extra Ordinary General dated 26^th October 2023.

2

K Suresh Babu ceasedfrom the Directorship of the Company w.e.f. 21^st October 2023.

19) COMMITTEE OF DIRECTORS/MEMBERS

The Company has following committees constituted at the Board meeting dated 21^st October, 2023;