Your Directors have pleasure to present the 17th Annual Report together with the Audited Financial
Statements and Auditors'' report thereon for the year ended March 31, 2026.

1. STATE OF COMPANY’S AFFAIRS

(i) FINANCIAL SUMMARY/HIGHLIGHTS:

The financial results of your Company for the Financial Year ended on March 31, 2026 are as
follows:

f n r~\ I L-* I < I * 1—. r-\ Y

Your company has earned total Income of Rs. 10641.40 lakhs during the financial year under review
as against Rs. 10271.99 during the previous year registering rise of about 3.6%, your Company has
earned net profit of Rs. 2766.00 Lakhs during the year under review as against Rs. 2546.71 Lakhs

during the previous Year, registering growth of about 8.61%.

Your company has earned total Income of Rs.
10641.40 lakhs during the financial year under
review as against Rs. 10271.99 during the
previous year registering rise of about 3.6%,
your Company has earned net profit of Rs.
2766.00 Lakhs during the year under review as
against Rs. 2546.71 Lakhs during the previous
Year, registering growth of about 8.61%.

2. DIVIDEND:

Your Directors have pleasure to
recommend a dividend @ 5% i.e. Rs. 0.5/-
on equity share of Rs. 10/- each for the
financial year ended March 31, 2026. The
dividend, if approved by the members in
the ensuing Annual General Meeting,
would absorb Rs. 185.40 Lakhs out of the
distributable profits available subject to
TDS as applicable

Dividend Distribution Policy of the
Company is available at Company''s
website at

https://www.kronoxlabsciences.com/inves
tors/corporate-policies/

3. CHANGE IN NATURE OF BUSINESS

During the year, there was no change in
the nature of Company''s business.

4. ANNUAL RETURN:

The Annual Return for the Financial Year
2025-26 in prescribed Form No. MGT-7, as
required under Section 92(1) of the
Companies Act, 2013 (‘the Act'') read with
Rule 11 of the Companies (Management
and Administration) Rules, 2014 is placed
on the Company''s website at
https://www.kronoxlabsciences.com/inves
tors/

5. TRANSFER TO RESERVES:

The Company is not required to transfer
any amount to its Reserves. Hence no
amount is transferred to Reserves.

6. DETAILS OF SUBSIDIARY, JOINT VENTURE
AND ASSOCIATE COMPANIES:

''Neither the Company has any subsidiary,
joint venture or associate company nor
any company has become or ceased to
be subsidiary, joint venture or associate
company during the year under review.

7. CHANGE IN DIRECTORS AND KEY
MANAGERIAL PERSONNEL

During the year under review, there was no
change in the constitution of the Board.
However, Mr. Ketan Vinodchandra Ramani
(DIN: 01510833) was reappointed as a
Retiring Director at the last Annual General
Meeting held on 18th August, 2025.

8. POLICY FOR NOMINATION AND

APPOINTMENT OF DIRECTORS

The Company''s Policy on Directors''
appointment and remuneration and other
matters provided in Section 178(3) of the
Act (salient features) has been briefly
disclosed hereunder and in the report on
Corporate Governance, pursuant to SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘LODR'')
which is a part of this report.

Selection and procedure for nomination
and appointment of Directors

The Nomination and Remuneration
Committee (NRC) is responsible for
developing competency requirements for
the Board based on the industry and
strategy of the Company. The Board
composition analysis reflects in-depth

understanding of the Company, including
its strategies, environment, operations,
financial conditions and compliance
requirements. The NRC conducts a gap
analysis to refresh the Board on a periodic
basis, including each time a director''s
appointment or re-appointment is
required. The NRC reviews and vets the
profiles of potential candidates vis-a-vis
the required competencies, undertakes
due diligence and meeting potential
candidates, prior to making
recommendations of their nomination to
the Board.

Criteria for determining qualifications,
positive attributes and independence of a
Director

In terms of the provisions of Section 178(3)
of the Act and Regulation 19 of LODR, the
NRC has formulated the criteria for
determining qualifications, positive
attributes and independence of Directors,
the key features of which are as follows:

- Qualifications - The Board nomination
process encourages diversity of thought,
experience, knowledge, age and gender. It
also ensures that the Board has an
appropriate blend of functional and
industry expertise.

- Positive Attributes - Apart from the duties
of Directors as prescribed in the Act, the
Directors are expected to demonstrate
high standards of ethical behavior,
communication skills and independent
judgment. The Directors are also expected
to abide by the respective Code of
Conduct as applicable to them.

- Independence - A Director will be
considered independent if he / she meets
the criteria laid down in Section 149(6) of
the Act and the Rules framed thereunder

read with Regulation 16(1)(b) of LODR.

9. PARTICULARS OF LOAN(s), GUARANTEE(s)
AND INVESTMENT(s) UNDER SECTION 186:

During the year 2025-26, your Company
has not given any guarantees or securities
within the meaning of the provisions of
Section 186 of the Act.

However, the aggregate of Loans and
advances granted as also investments
made, are within the limits of Section 186 of
the Act and have been disclosed in the
Financial Statements.

10. particulars of contract(s) or
arrangement(s) with related parties:

In line with the requirements of the Act and
LODR, the Company has formulated a
Policy on Related Party Transactions (‘RPT
Policy'') for identifying, reviewing,
approving and monitoring of Related
Party Transactions which is available on
the Company''s website at
https://www.kronoxlabsciences.com/inves
tors/corporate-policies/

However, there was no related party
transaction within the meaning of section
188(1) of the Act. Accordingly, no details of
the transactions which are material in
nature pursuant to Section 134(3)(h) of the
Companies Act, 2013 are provided in form
AOC-2 attached as Annexure - A to the
report.

11. conservation of energy, technology
absorption, foreign exchange
earnings and outgo:

The particulars relating to conservation of
energy, technology absorption, foreign
exchange earnings and outgo, as
required to be disclosed under section

134(3)(m) of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014 are
as follows:

I. Conservation of Energy:

Your Company is taking all necessary
steps to conserve the natural resources
and to adopt environment friendly
measures including steps in the direction
to promote green initiative. Your Company
is well positioned to benefit from energy
conservation and renewable energy
promotion schemes such as Perform,
Achieve and Trade (PAT) and Renewable
Energy Certificates (RECs) promoted by
the Government of India. Your Company
continues its efforts to achieve renewable
energy share in its total energy
consumption based on a mix of energy
conservation and renewable energy
investments, despite significant
enhancement in its scale of operations
going forward

II. Research & Development (r&d)

The Company has incurred legitimate
expenses on Research & Development
(R&D) during the year.

III. Technology Absorption, Adaption and
Innovation:

Since the Company has neither imported
technology nor obtained any indigenous
technology, the Company has no
information to offer in respect of
Technology Absorption.

IV. Foreign exchange earnings and outgo:

12. RISK MANAGEMENT POLICY:

The Company has developed a very
comprehensive risk management policy
and the same is reviewed by the
Management at periodical intervals,
about the risk assessment and
minimization procedures adopted by the
management. At the corporate level
major risks are reviewed by the Directors
and directions in this regard are issued
accordingly. Key business risks and their
mitigation are considered in the
annual/strategic business plans and in
periodic management reviews. The risk
management process in our
multi-business, multi-site operations, over
the period of time will become embedded
into the Company''s business systems and
processes, such that our responses to risks
remain current and dynamic.

13. DEPOSITS:

The Company has neither accepted nor
renewed any deposit within the meaning
of Section 73 of the Act read with the
Companies (Acceptance of Deposits)
Rules, 2014 during the period under review.

14. DIRECTOR’S RESPONSIBILITY STATEMENT:
Your Directors state that:

a) In the preparation of the annual accounts,
the applicable accounting standards
have been followed along with proper
explanation relating to material
departures;

b) The directors had selected such
accounting policies and applied them
consistently and made judgments and
estimates that are reasonable and
prudent so as to give a true and fair view
of the state of affairs of the Company at

the end of the financial year and of the
profit and loss of the Company for that
period;

c) The directors had taken proper and
sufficient care for the maintenance of
adequate accounting records in
accordance with the provisions of the Act
for safeguarding the assets of the
Company and for preventing and
detecting fraud and other irregularities;

d) The directors had prepared the annual
accounts on a going concern basis; and

e) The directors had devised proper systems
to ensure compliance with the provisions
of all applicable laws and that such
systems were adequate and operating
effectively.

15. COST AUDITORS:

The Company has re-appointed M/s
Diwanji & Associates as Cost Auditor of the
company to undertake the Cost Audit
pursuant to section 148 of the Act read
with Rule 6 of Companies (Cost Record
and Audit) Rules, 2014.

16. INTERNAL AUDITORS:

M/s. Jaimin & Associates, Chartered
Accountants (FRN: 127346W) was
appointed as an internal Auditor of the
Company to conduct Internal Audit for the
Financial Year 2026-27

17. SECRETARIAL AUDITORS:

On the recommendation of the Audit
Committee and the Board of Directors
appointment of M/s. Devesh Pathak &
Associates, Practising Company
Secretaries, Vadodara (FRN

S2018GJ621500), a peer reviewed firm for

the period of five consecutive years
commencing from financial year 2025-26
to 2029-30 was approved by the
members of the Company at their 16th
Annual General Meeting held on 18th
August, 2025 pursuant to amended
Regulation 24A of LODR read with Section
204 of the Act and Rule 9 of the companies
(Appointment and Remuneration of
Managerial Personnel)Rules,2014

18. STATUTORY AUDITORS:

M/s. Mahesh Udhwani and Associates,
Chartered Accountants (FRN No.: 129738W)
were appointed as Statutory Auditors for
the term of 5 years from the conclusion of
15th Annual General Meeting held in year
2024 in his Second Term to hold office till
the conclusion of the 20th Annual General
Meeting to be held in 2029 pursuant to
Section 139 of the Act.

The Company has received certificate
from the Auditors to the effect they are not
disqualified to be appointed as statutory
auditors under the provisions of
applicable laws

19. CORPORATE SOCIAL RESPONSIBILITY
(CSR):

The Company has formed the Corporate
Social Responsibility Committee pursuant
to section 135 of the Act and Rules framed
thereunder.

During the year under review, the
Company has spent Rs. 57.53 lakhs on the
Corporate Social Responsibility under
section 135 of the Companies Act 2013.

The report on CSR Activities carried out by
the Company are annexed as Annexure -
A.

20. explanation/comments on the

AUDITOR’S REPORT

Statutory Auditors have not made any
qualifications, reservations, adverse
remarks or disclaimers. Accordingly, no
explanation/comments thereon are
required to be furnished.

21. REPORTING OF FRAUDS

There has been no instance of fraud
reported by the Auditors under Section
143(12) of the Act and Rules framed
thereunder either to the Company or the
Central Government.

22. COMPLAINCE WITH APPLICABLE
SECRETARIAL STANDARDS

The Company is compliant with the
applicable Secretarial Standards (SS) viz.
SS-1 & SS-2 on Meetings of Board of
Directors and General Meetings.

23. CHANGE IN SHARE CAPITAL, IF ANY

During the year under review, there was no
change in fully paid-up Equity Share
Capital of the Company and accordingly,
it continued to be Rs. 37,10,40,000 divided
into 3,71,04,000 Equity Shares of Rs. 10/-
each Listed with BSE and NSE.

24. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE
DATE OF REPORT

There have been no material changes
and commitments affecting the financial
position of the Company which has
occurred between the end of the financial

year ended 31st March 2026 to which the
Financial Statements relates and the date
of signing of this report.

25. 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 significant and material orders were
passed by the regulators or courts or
tribunals impacting the going concern
status and Company''s operations in
future during the financial year.

26. DISCLOSURE REGARDING ISSUE OF
EMPLOYEE STOCK OPTIONS

The Company has not issued any
Employee Stock Options during the year.
Hence, the details as per Rule 12(9) of the
Companies (Share Capital and
Debentures) Rules, 2014 are not required to
be reported.

27. DISCLOSURE REGARDING ISSUE OF EQUITY
SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity
Shares with Differential rights as to
dividend or vote during the year. Hence,
details as per Rule 4(4) of Companies
(Share Capital and Debentures) Rules, 2014
are not required to be reported.

28. DISCLOSURE REGARDING ISSUE OF SWEAT
EQUITY SHARES

During the year, the Company has not
issued Sweat Equity Shares. Hence, details
as per Rule 8(13) of the Companies (Share
Capital and Debentures) Rules, 2014 are
not required to be reported.

29. VOLUNTARY REVISION OF FINANCIAL
STATEMENTS OR BOARD’S REPORT

Since the Company has not made any
voluntary revision of Financial Statements
or Board''s Report during the year under
review, detailed reasons for the same
pursuant to proviso to section 131 of the Act
are not required to be reported.

30. RECEIPT OF ANY COMMISION BY MD/WTD
FROM THE COMPANY OR FOR RECEIPT OF
COMMISSION/REMUNERATION FROM IT’S
HOLDING OR SUBSIDIARY

Neither Managing Director nor any Whole
Time Directors is in receipt of any
Commission from the Company. Moreover
the Company has neither holding
Company nor Subsidiary Company.
Accordingly, receiving any remuneration
from Holding / Subsidiary does not arise.
Hence, the remuneration pursuant to
Section 197(14) of the Act are not required
to be reported.

31. NO. OF BOARD MEETINGS

7 meetings of the Board of Directors were
held during the year. Details of meetings
are available in the Corporate
Governance Report.

32. DETAILS IN RESPECT OF ADEQUACY OF

INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL

TRANSACTIONS:

Your Company has maintained adequate
internal financial control systems,

commensurate with the size, scale and
complexity of its operations and ensures
compliance with various policies,

practices and statutes in keeping with the
organization''s pace of growth and

increasing complexity of operations. All
legal and statutory compliances are
ensured on a monthly basis.
Non-compliance, if any, is seriously taken
by the management and corrective
actions are taken immediately. Any
amendment is regularly updated by
internal as well as external agencies in the
system. Approval of all transactions is
ensured through a preapproved
Delegation of Authority Schedule which is
reviewed periodically by the
management. The Company follows a
robust internal audit process. Transaction
audits are conducted regularly to ensure
accuracy of financial reporting, safeguard
and protection of all the assets. Fixed
Asset verification of assets is done on an
annual basis. The audit reports for the
above audits are compiled and submitted
to Board of Directors for review and
necessary action.

33. DISCLOSURES UNDER SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013:

The Company is committed to provide a
safe and conducive work environment to
its employees. The Internal complaint
Committee regularly monitors the
compliances under Sexual Harassment of
Women at Workplace (Prevention,

Prohibition & Redressal) Act, 2013(‘POSH
Act'')

Details of the Complaints during the year
are as follows:

(a) number of complaints of sexual

harassment received in the year: Nil

(b) number of complaints disposed off during
the year: Nil

(c) number of cases pending for more than
ninety days: Nil

34. COMPLIANCE WITH THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT ACT,
1961

During the year under review your
Company has complied with the
applicable provisions of the Maternity
Benefit Act, 1961.

35. DETAILS OF ESTABLISHMENT OF VIGIL
MECHANISM FOR DIRECTORS AND
EMPLOYEES

The Company has framed vigil
mechanism in terms of The Act read with
Regulation 22 of LODR and the same may
be accessed on the Company''s website.
Further, every employee of the Company
can directly report to the Chairman of the
Audit Committee when she / he becomes
aware of any actual or possible violation
of the Code or an event of misconduct,
act of misdemeanor or act not in the
Company''s interest.

36. STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS UNDER SECTION
149(6) OF THE ACT

The Board of Directors hereby declares
that all the independent directors duly
appointed by the Company have given
the declaration and they meet the criteria
of independence as provided under
Section 149(6) of the Act.

37. STATEMENT WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE OF
INDEPENDENT DIRECTORS

Your Directors are of the opinion that the
Independent Directors of the Company
are of high integrity and suitable expertise
as well as experience (including
proficiency).

38. FORMAL ANNUAL EVALUATION

The Company has devised a policy for
performance evaluation of the Board, its
Committees and individual Directors
which include criteria for performance
evaluation of executive directors and
non-executive directors. The Board has
carried out an annual performance
evaluation of its own performance, the
Directors individually as well as the
evaluation of the working of its
Committees. The Board of Directors has
expressed its satisfaction with the
evaluation process.

A statement indicating the manner in
which a formal annual evaluation has
been made by the Board of its own
performance and that of its Committees
and individual director has been given in
the Report of Corporate Governance.

39. MANAGEMENT DISCUSSION AND
ANALYSIS:

A Management Discussion and Analysis is
enclosed as per Annexure-C.

40. PARTICULARS OF EMPLYOEES

The Statement of disclosure of
remuneration under Section 197 of the Act
and Rule 5(1) of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (‘The
Rules'') is annexed to this report as
‘Annexure D''. The information as per Rule
5(2) of the Rules forms part of this report.
However, in terms of provisions of Section
136 of the Companies Act, 2013, the report
and Financial Statements are being sent
to the members of the Company
excluding the statement of particulars of
employees under Rule 5(2) of the Rules.
Any member interested in obtaining a

copy of the said statement may write to
the Company Secretary at the registered
office of the Company.

41. CODE OF CONDUCT

The Code of Conduct is applicable to the
members of the Board and all designated
employees in the course of day-to-day
business operations of the Company. The
Code laid down by the Board is known as
“Code of Conduct and Fair Disclosure of
Unpublished Price Sensitive Information”
which forms an Appendix to the Code of
Conduct of the Company which is in line
with SEBI (Prohibition of Insider Trading)
Regulation, 2018.

The Company has received affirmations
from Board members as well as senior
management confirming their
compliance with the said Code for FY
2024-25.

The Code lays down the standard
procedure of business conduct which is
expected to be followed by the Directors
and the designated employees in their
business dealings and in particular on
matters relating to integrity in the work
place in business practices and dealing
with stakeholders. All the Board members
and the senior management personnel
have confirmed their compliance with the
Code. All management personnel are
being provided appropriate training in this
regard.

42. STATUTORY DISCLOSURES

Your Directors state that there being no
transactions with respect to following
maters during the year under review, no
disclosure or reporting is required in
respect of the same:

1. Application or any proceeding pending
under Insolvency and Bankruptcy Code,
2016.

2. Settlements with banks or financial
institutions.

43. STATEMENT OF COMPLIANCE OF
MATERNITY BENEFIT ACT, 1961

Your Directors state that the Company is
not compliant of the provisions of the
Maternity Benefit Act, 1961.

44. ACKNOWLEDGMENT:

The Board of Directors wishes to express
their deep sense of appreciation and
gratitude to all Employees, Bankers and
Clients for their assistance, support and
co-operation extended by them. At the
end, your directors wish to sincerely thank
all shareholders for their continued
support.

For and on behalf of the Board of
Directors of

Kronox Lab Sciences Limited

Jogindersingh Gianchand Jaswal
Chairman & Managing Director
DIN: 02385809

Ketan Raman
Whole-time Director
DIN: 01510833

Date: 12th August, 2026
Place: Vadodara

1. Your Directors have pleasure to present the 16th Annual Report together with the Audited Financial Statements and Auditors'' report thereon for the year ended March 31, 2025.

1. STATE OF COMPANY’S AFFAIRS

(i) FINANCIAL SUMMARY / HIGHLIGHTS:

2. DIVIDEND:

Your company has hit century of total revenue with total Income of the Company of Rs. 10271.99 lakhs during the financial year under review as against Rs. 9144.03 during the previous year registering rise of about 12.34%. It is also heartening to note that the Company has earned net profit of Rs. 2546.71 Lakhs during the year under review as against Rs. 2135.13 Lakhs during the previous Year, reflecting rise of about 19.23%.

Your Directors have pleasure to recommend a dividend @ 5% i.e. Rs. 0.5/-on equity share of Rs. 10/- each for the financial year ended March 31, 2025. The dividend, if approved by the members in the ensuing Annual General Meeting, would absorb Rs. 185.52 Lakhs out of the distributable profits available subject to TDS as applicable .

Dividend Distribution Policy of the Company is available at Company''s website at

https://www.kronoxlabsciences.com/inves tors/corporate-policies/

3. CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of Company''s business.

4. ANNUAL RETURN:

The Annual Return for the Financial Year 2024-25 in prescribed Form No. MGT-7, as required under Section 92(1) of the Companies Act, 2013 (‘the Act'') read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the Company''s website at https://www.kronoxlabsciences.com/inves tors/

5. TRANSFER TO RESERVES:

The Company is not required to transfer any amount to its Reserves. Hence no amount is transferred to Reserves.

6. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

Neither the Company has any subsidiary, joint venture or associate company nor any company has become or ceased to be subsidiary, joint venture or associate company during the year under review.

7. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the constitution of the Board. However, Mr. Pritesh Vinodchandra Ramani (DIN: 02392939) was reappointed as a Retiring Director at the last Annual

General Meeting held on 30th August, 2024.

8. POLICY FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Company''s Policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the report on Corporate Governance, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR'') which is a part of this report.

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial conditions and compliance requirements. The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a director''s appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of LODR, the

NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

- Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

- Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

- Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act and the Rules framed thereunder read with Regulation 16(1)(b) of LODR.

9. PARTICULARS OF LOAN(s), GUARANTEE(s) AND INVESTMENT(S) UNDER SECTION 186:

During the year 2024-25, your Company has not given any guarantees or securities within the meaning of the provisions of Section 186 of the Act.

However, the aggregate of Loans and advances granted as also investments made, are within the limits of Section 186 of the Act and have been disclosed in the Financial Statements.

10. PARTICULARS OF CONTRACT(s) OR ARRANGEMENT(S) WITH RELATED PARTIES:

In line with the requirements of the Act and LODR, the Company has formulated a

Policy on Related Party Transactions (‘RPT Policy'') for identifying, reviewing, approving and monitoring of Related Party Transactions which is available on the Company''s website at https://www.kronoxlabsciences.com/inves tors/corporate-policies/

However, there was no related party transaction within the meaning of section 188(1) of the Act. Accordingly, no details of the transactions which are material in nature pursuant to Section 134(3)(h) of the Companies Act, 2013 are provided in form AOC-2 attached as Annexure - A to the report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows:

I. Conservation of Energy:

Your Company is taking all necessary steps to conserve the natural resources and to adopt environment friendly measures including steps in the direction to promote green initiative. Your Company is well positioned to benefit from energy conservation and renewable energy promotion schemes such as Perform, Achieve and Trade (PAT) and Renewable Energy Certificates (RECs) promoted by the Government of India. Your Company continues its efforts to achieve renewable energy share in its total energy consumption based on a mix of energy

conservation and renewable energy investments, despite significant enhancement in its scale of operations going forward

II. Research & Development (r&d)

The Company has incurred Rs. 45.64 Lakhs on Research & Development (r&d) during the year.

III. Technology Absorption, Adaption and Innovation:

Since the Company has neither imported technology nor obtained any indigenous technology, the Company has no information to offer in respect of Technology Absorption.

The detailed information on foreign exchange earnings & expenditure are available in the Notes to financial statements.

12. RISK MANAGEMENT POLICY:

The Company has developed a very comprehensive risk management policy and the same is reviewed by the Management at periodical intervals, about the risk assessment and minimization procedures adopted by the management. At the corporate level major risks are reviewed by the Directors and directions in this regard are issued accordingly. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk

management process in our multi-business, multi-site operations, over the period of time will become embedded into the Company''s business systems and processes, such that our responses to risks remain current and dynamic.

13. DEPOSITS:

The Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

14. DIRECTOR’S RESPONSIBILITY STATEMENT:

Your Directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. COST AUDITORS:

The company has appointed M/s Diwanji and associates as Cost Auditor of the company to undertake the Cost Audit pursuant to section 148 of the Act read with Rule 6 of Companies (Cost Record and Audit) Rules, 2014.

16. INTERNAL AUDITORS:

M/s. Jaimin & Associates, Chartered Accountants (FRN: 127346W) was appointed as an internal Auditor of the Company to conduct Internal Audit for the Financial Year 2025-26

17. SECRETARIAL AUDITORS:

On the recommendation of the Audit Committee, the Board of Directors has recommended appointment of M/s. Devesh Pathak & Associates, Practicing Company Secretaries, Vadodara (FRN S2018GJ621500), a peer reviewed from a period of five consecutive years commencing from financial year 2025-26 to 2029-30 to the member of the company at their ensuing 16th Annual General Meeting pursuant to amended Regulation 24A of LODR read with Section 204 of the Act and Rule 9 of the companies (Appointment and Remuneration of Managerial Personnel)Rules,2014

18. STATUTORY AUDITORS:

M/s. Mahesh Udhwani and Associates, Chartered Accountants (FRN No.: 129738W) were appointed as Statutory Auditors for

the term of 5 years from the conclusion of 15th Annual General Meeting held in year 2024 in his Second Term to hold office till the conclusion of the 20th Annual General Meeting to be held in 2029 pursuant to Section 139 of the Act.

The Company has received certificate from the Auditors to the effect they are not disqualified to be appointed as statutory auditors under the provisions of applicable laws

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has formed the Corporate Social Responsibility committee pursuant to section 135 of the Act and Rules framed thereunder.

During the year under review, the Company has spent Rs. 46.24 lakhs on the Corporate Social Responsibility under section 135 of the Companies Act 2013.

The report on CSR Activities carried out by the Company are annexed as Annexure -A

20. EXPLANATION / COMMENTS ON THE AUDITOR’S REPORT

Statutory Auditors have not made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanation/comments thereon are required to be furnished.

21. REPORTING OF FRAUDS

There has been no instance of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or the Central Government.

22. COMPLAINCE WITH APPLICABLE SECRETARIAL STANDARDS

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of Board of Directors and General Meetings.

23. CHANGE IN SHARE CAPITAL, IF ANY

During the year under review, there was no change in fully paid-up Equity Share Capital of the Company and accordingly, it continued to be Rs. 37,10,40,000 divided into 3,71,04,000 Equity Shares of Rs. 10/-each. However, in view of Initial Public Offer exclusively through offer for sale, the company was listed under BSE and NSE in June, 2024 as detailed in the Board''s Report of earlier financial year 2023-24.

24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year ended 31st March 2025 to which the Financial Statements relates and the date of signing of this report.

25. 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 significant and material orders were passed by the regulators or courts or tribunals impacting the going concern

status and Company''s operations in future during the financial year.

26. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued any Employee Stock Options during the year. Hence, the details as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are not required to be reported.

27. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with Differential rights as to dividend or vote during the year. Hence, details as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be reported.

28. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

During the year, the Company has not issued Sweat Equity Shares. Hence, details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 are not required to be reported.

29. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORT

Since the Company has not made any voluntary revision of Financial Statements or Board''s Report during the year under review, detailed reasons for the same pursuant to proviso to section 131 of the Act are not required to be reported.

30. RECEIPT OF ANY COMMISION BY MD/WTD FROM THE COMPANY OR FOR RECEIPT OF COMMISSION/REMUNERATION FROM IT’S HOLDING OR SUBSIDIARY

The Managing Director is not in receipt of any Commission from the Company and the Company does not have any Subsidiary/Holding company. Hence, the details of commission pursuant to Section 197(14) of the Act are not required to be reported.

31. NO. OF BOARD MEETINGS

10 meetings of the Board of Directors were held during the year. Details of meetings are available in the Corporate Governance Report.

32. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL TRANSACTIONS:

Your Company has maintained adequate internal financial control systems, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organization''s pace of growth and increasing complexity of operations. All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system. Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management. The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the

above audits are compiled and submitted to Board of Directors for review and necessary action.

33. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. The Internal complaint Committee regularly monitors the compliances under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013(‘POSH Act'')

Your Directors further state that during the year under review, there were no cases filed pursuant to the POSH Act.

34. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has framed vigil mechanism in terms of The Act read with Regulation 22 of LODR and the same may be accessed on the Company''s website. Further, every employee of the Company can directly report to the Chairman of the Audit Committee when she / he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the Company''s interest.

35. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE ACT

The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Act.

36. STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS

Your Directors are of the opinion that the Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency).

37. FORMAL ANNUAL EVALUATION

The Company has devised a policy for performance evaluation of the Board, its committees and individual Directors which include criteria for performance evaluation of executive directors and non-executive directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The Board of Directors has expressed their satisfaction with the evaluation process.

A statement indicating the manner in which a formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual director has been given in the Report of Corporate Governance.

38. MANAGEMENT DISCUSSION AND ANALYSIS:

A Management Discussion and Analysis is enclosed as per Annexure-C.

39. PARTICULARS OF EMPLYOEES

The Statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘The Rules'') is annexed to this report as

‘Annexure D''. The information as per Rule 5(2) of the Rules forms part of this report. However, in terms of provisions of Section 136 of the Companies Act, 2013, the report and Financial Statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the registered office of the Company.

40. CODE OF CONDUCT

The Code of Conduct is applicable to the members of the Board and all designated employees in the course of day-to-day business operations of the Company. The Code laid down by the Board is known as “Code of Conduct and Fair Disclosure of Unpublished Price Sensitive Information” which forms an Appendix to the Code of Conduct of the Company which is in line with SEBI (Prohibition of Insider Trading) Regulation, 2018.

The Company has received affirmations from Board members as well as senior management confirming their compliance with the said Code for FY 2024-25.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and dealing with stakeholders. All the Board members and the senior management personnel have confirmed their compliance with the Code. All management personnel are being provided appropriate training in this regard.

41. STATUTORY DISCLOSURES

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

1. Application or any proceeding pending under Insolvency and Bankruptcy Code, 2016.

2. Settlements with banks or financial institutions.

42. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company in view of lesser than 10 employees was not required to constitute Internal Complaint Committee under POSH Act. However, the Company has zero tolerance approach towards Sexual Harassment of Woman at workplace. Further, there were no complaints received by the Company during the year under the review.

43. STATEMENT OF COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

Your Directors state that the Company is not compliant of the provisions of the Maternity Benefit Act, 1961.

44. ACKNOWLEDGMENT:

The Board of Directors wishes to express their deep sense of appreciation and gratitude to all Employees, Bankers and Clients for their assistance, support and co-operation extended by them. At the end, your directors wish to sincerely thank all shareholders for their continued support.

Your Directors have pleasure to present the 15th Annual Report together with the Audited Financial Statements and Auditors’ report thereon for the year ended March 31, 2024.

1. STATE OF COMPANY’S AFFAIRS

(i) FINANCIAL SUMMARY/HIGHLIGHTS:

The operating results of your Company for the

However, it is heartening to note that the Company has earned net profit of Rs. 2135.13 Lakhs during the year under review as against Rs. 1640.32 Lakhs during the previous Year, which shows rise of about 30%.

(ii) LISTING OF EQUITY SHARES OF THE COMPANY

The Company made Initial Public Offer of upto 95,70,000 Equity Shares at a price of Rs. 136 per Equity Share including a premium of Rs. 126 per share by way of Offer for Sale by its promoter selling shareholders viz. Mr. Jogindersingh Gianchand Jaswal, Mr. Ketan Ramani and Mr. Pritesh Vinodchandra Ramani as detailed in its Red Herring Prospectus dated 28th May, 2024 read with its prospectus dated 6th June, 2024. The offer for Anchor Investor opened on 31st

Financial Year ended on March 31, 2024 are as follows:

Total Income of the Company was Rs. 9144.03 lakhs during the financial year under review against Rs. 9749.81 during the previous year.

May, 2024 and for public on 3rd June, 2024. The offer closed on 5th June, 2024. Basis of allotment was finalized on 6th June, 2024. Accordingly, 3,71,04,000 Equity Shares of Rs. 10/- each aggregating to Rs. 371040000 were listed on BSE Ltd vide their letter no.

LO/IPO/PG/TP/S8/2024-25 dated 7th June, 2024 and on National Stock Exchange of India Ltd. (NSE) vide their letter no. NSE/LIST/3474 dated 7th June, 2024 effective from June 10, 2024 with 2,75,34,000 Equity Shares (74.21%) held by promoters and 95,70,000 Equity Shares (25.79%) held by Public.

2. DIVIDEND:

Your Directors have pleasure to recommend a dividend @ 5% i.e. Rs. 0.5/-on equity share of Rs. 10/- each for the financial year ended March 31, 2024. The dividend, if approved by the members in the ensuing Annual General Meeting, would absorb Rs. 185.52 Lakhs out of the distributable profits available.

Dividend Distribution Policy of the Company is available at Company''s w e b s i t e a t https://www.kronoxlabsciences.com/inve stors/corporate-policies/

3. CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of Company''s business.

4. ANNUAL RETURN:

The Annual Return for the Financial Year 2023-24 in prescribed Form No. MGT-7, as required under Section 92(1) of the Companies Act, 2013 (‘the Act'') read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the Company''s website. https://www.kronoxlabsciences.com/inve stors/

5. TRANSFER TO RESERVES:

The Company is not required to transfer any amount to its Reserves. Hence no amount is transferred to Reserves.

6. DETAILS OF SUBSIDIARY, JOINT

VENTURE AND ASSOCIATE

COMPANIES:

Neither the Company has any subsidiary, joint venture or associate company nor any company has become or ceased to be subsidiary, joint venture or associate company during the year under review.

7. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the constitution of the Board. However, Mr. Ketan Vinodchandra Ramani (DIN: 01510833) was reappointed as a Retiring Director at the last Annual General Meeting held on 22nd September, 2023.

During the year, Mr. Ketan Ramani and Mr. Aditya Patel resigned as Chief Financial Officer and Company Secretary respectively on 31st October, 2023. Mr. Samir Gadhiya and Mr. Nikhil Goswami were appointed as Chief Financial Officer and Company Secretary respectively on 1st November, 2023.

8. POLICY FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Company''s Policy on Directors'' appointment and remuneration and other

matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the report on Corporate Governance, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR'') which is a part of this report.

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a director''s appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of LODR, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

- Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

- Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

- Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act and the Rules framed thereunder read with Regulation 16(1)(b) of LODR.

9. PARTICULARS OF LOAN(S), GUARANTEE(S) AND INVESTMENT(S) UNDER SECTION 186:

During the year 2023-24, your Company has not given any guarantees or securities within the meaning of the provisions of Section 186 of the Act.

However, the aggregate of Loans and advances granted as also investments made, are within the limits of Section 186 of the Act and have been disclosed in the Financial Statements.

10. PARTICULARS OF CONTRACT(S) OR ARRANGEMENT(S) WITH RELATED PARTIES:

In line with the requirements of the Act and LODR, the Company has formulated a Policy on Related Party Transactions (‘RPT Policy'') for identifying, reviewing, approving and monitoring of Related Party Transactions which is available on the Company''s website at https://www.kronoxlabsciences.com/inve stors/corporate-policies/

All related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business details of which same are provided in notes to accounts. Details of the transactions which are material in nature pursuant to Section 134(3)(h) of the Companies Act, 2013 are provided in form AOC-2 attached as Annexure - B to the report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows:

I. Conservation of Energy:

Your Company is taking all necessary steps to conserve the natural resources and to adopt environment friendly measures including steps in the direction to promote green initiative. Your Company is well positioned to benefit

from energy conservation and renewable energy promotion schemes such as Perform, Achieve and Trade (PAT) and Renewable Energy Certificates (RECs) promoted by the Government of India. Your Company continues its efforts to achieve renewable energy share in its total energy consumption based on a mix of energy conservation and renewable energy investments, despite significant enhancement in its scale of operations going forward

II. Research & Development (R&D)

The Company has incurred Rs. 45.64 Lakhs on Research & Development (R&D) during the year.

III. Technology Absorption, Adaption and Innovation:

Since the Company has neither imported technology nor obtained any indigenous technology, the Company has no information to offer in respect of Technology Absorption.

IV. Foreign exchange earnings and outgo:

The detailed information on foreign exchange earnings & expenditure are available in the Notes to financial statements.

12. RISK MANAGEMENT POLICY:

The Company has developed a very comprehensive risk management policy and the same is reviewed by the Management at periodical intervals, about the risk assessment and minimization procedures adopted by the management. At the corporate level major risks are reviewed by the Directors and directions in this regard are issued accordingly. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the Company''s business systems and processes, such that our responses to risks remain current and dynamic.

13. DEPOSITS:

The Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

14. DIRECTOR RESPONSIBILITY

STATEMENT:

Your directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. COST AUDITORS:

The Company did not fall within the purview of Section 148 of the Companies Act, 2013 and hence there was no requirement for the Company to appoint Cost Auditor for the financial year 2023-24.

16. INTERNAL AUDITORS:

The Company has appointed M/s. Mansuri & Associates, Chartered Accountants (FRN: 147558W) as the Internal Auditors

of the Company to conduct an internal audit of the functions and activities of the Company for the financial year 2023-2024.

M/s. Jaimin & Associates, Chartered Accountants (FRN: 127346W) was appointed as an internal Auditor of the Company to conduct Internal Audit for the Financial Year 2024-25

17. SECRETARIAL AUDITORS:

M/s. Devesh Pathak & Associates, Company Secretaires of Vadodara is appointed as an Secretarial Auditor for the financial year 2024-25.

18. STATUTORY AUDITORS:

M/s. Mahesh Udhwani and Associates, Chartered Accountants (FRN No.: 129738W) were appointed as Statutory Auditors from the conclusion of Annual General Meeting held on August 30, 2019 for the term of 5 years. It is proposed to reappoint M/s. Mahesh Udhwani and Associates, Chartered Accountants (FRN No.: 129738W) as statutory auditors of the Company for Second Term to hold office till the conclusion of the 20th Annual General Meeting to be held in first proviso to Section 139 of the Act.

The Company has received certificate from the Auditors to the effect they are not disqualified to be appointed as statutory auditors under the provisions of applicable laws.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has formed the Corporate Social Responsibility committee pursuant to section 135 of the Act and Rules framed thereunder.

During the year under review Company has spent Rs. 36.11 lakhs on the Corporate Social Responsibility under section 135 of the Companies Act 2013.

The report on CSR Activities carried out by the company are annexed as Annexure - A

20. EXPLANATION/COMMENTS ON THE AUDITOR’S REPORT

Statutory Auditors have not made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanation/comments thereon are required to be furnished.

21. REPORTING OF FRAUDS

There has been no instance of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or the Central Government.

22. COMPLAINCE WITH APPLICABLE SECRETARIAL STANDARDS

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of Board of Directors and General Meetings.

23. CHANGE IN SHARE CAPITAL, IF ANY

During the year under review, there was no change in fully paid-up Equity Share Capital of the Company and accordingly, it continued to be Rs. 37,10,40,000 divided into 3,71,04,000 Equity Shares of Rs. 10/- each

24. MATERIAL CHANGES AND

COMMITMENTS AFFECTING THE

FINANCIAL POSITION OF THE

COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which has

occurred between the end of the financial year ended 31st March 2024 to which the Financial Statements relates and the date of signing of this report except of Listing of Equity Share Capital of the Company at BSE and NSE as detailed in Paragraph no. 1(ii) of this Report.

25. 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 significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future during the financial year.

26. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued any Employee Stock Options during the year. Hence, the details as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are not required to be reported.

27. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with Differential rights as to dividend or vote during the year. Hence, details as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be reported.

28. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

During the year, the Company has not issued Sweat Equity Shares. Hence, details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 are not required to be reported.

29. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORT

Since the Company has not made any voluntary revision of Financial Statements or Board''s Report during the year under review, detailed reasons for the same pursuant to proviso to section 131 of the Act are not required to be reported.

30. RECEIPT OF ANY COMMISION BY

MD/WTD FROM THE COMPANY OR FOR RECEIPT OF

COMMISSION/REMUNERATION FROM IT’S HOLDING OR SUBSIDIARY

The Managing Director is not in receipt of any Commission from the Company and the Company does not have any Subsidiary/Holding company. Hence, the details of commission pursuant to Section 197(14) of the Act are not required to be reported.

31. NO. OF BAORD MEETINGS

The meetings of the Board of Directors were held during the year. Details of meetings are available in the Corporate Governance Report.

32. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL TRANSACTIONS:

Your Company has maintained adequate internal financial control systems, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organization''s pace of growth and increasing complexity of operations. All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the

system. Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management. The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Board of Directors for review and necessary action.

33. DISCLOSURES UNDER SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. The Internal compliant committee regularly monitors the compliances under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has framed vigil mechanism in terms of The Companies Act, 2013 read

with Regulation 22 of LODR and the same may be accessed on the Company''s website. Further, every employee of the Company can directly report to the Chairman of the Audit Committee when she / he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the Company''s interest.

35. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE ACT

The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Act.

36. STATEMENT WITH REGARDS TO

INTEGRITY, EXPERTISE AND

EXPERIENCE OF INDEPENDENT

DIRECTORS

Your Directors are of the opinion that the Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including

proficiency).

37. FORMAL ANNUAL EVALUATION

The Company has devised a policy for performance evaluation of the Board, its committees and individual Directors which include criteria for performance evaluation of executive directors and non-executive directors. The Board has carried out an annual performance

evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The Board of Directors has expressed their satisfaction with the evaluation process.

A statement indicating the manner in which a formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors has been given in the Report of Corporate Governance.

38. MANAGEMENT DISCUSSION AND ANALYSIS:

A Management Discussion and Analysis is enclosed as per Annexure.

39. PARTICULARS OF EMPLYOEES

The Statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as ‘Annexure C''. The information as per Rule 5(2) of the Rules forms part of this report. However, in terms of provisions of Section 136 of the Companies Act, 2013, the report and Financial Statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the registered office of the Company.

40. CODE OF CONDUCT

The Code of Conduct is applicable to the members of the Board and all designated employees in the course of day-to-day business operations of the Company. The Code laid down by the Board is known as “Code of Conduct and Fair Disclosure of Unpublished Price Sensitive Information” which forms an Appendix to the Code of Conduct of the Company which is in line with SEBI.

(Prohibition of Insider Trading) Regulation, 2018.

The Company has received affirmations from Board members as well as senior management confirming their compliance with the said Code for FY 2023-24.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and dealing with stakeholders. All the Board members and the senior management personnel have confirmed their compliance with the Code. All management personnel are being provided appropriate training in this regard.

41. ACKNOWLEDGMENT:

The Board of Directors wishes to express their deep sense of appreciation and gratitude to all Employees, Bankers and Clients for their assistance, support and

co-operation extended by them. At the end the Directors, wish to sincerely thank all shareholders for their continued support.

For and on behalf of the board of directors of Kronox Lab Sciences Limited

Jogindersingh Gianchand Jaswal Chairman & Managing Director DIN: 02385809

Ketan Ramani Wholetime Director DIN: 01510833

Date: August 06, 2024 Place: Vadodara