To

The Members,

Your Directors present herewith their 45^th Annual Report of your Company comprising the Audited Financial Statements for the year ended 31^st March, 2025.

The Company was admitted into the Pre-Packaged Insolvency Resolution Process (PPIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC") by the Hon'ble National Company Law

Tribunal, Mumbai Bench, Court-IV, vide its order dated 1st February 2024 in C.P. (IBPP) No. 03/MB/2023.

Subsequently, the Hon'ble NCLT, through its Order dated 28th July 2025, approved the Final Base Resolution Plan submitted jointly by the Company (Corporate Debtor) and Lord's Mark Industries Pvt.

Ltd. (Strategic Investor) under Section 54K(15) of the IBC.

Key Highlights of the Resolution Plan

Approval by CoC: The Resolution Plan was approved by the Committee of Creditors with 100% voting share on 27th April 2024.

Change of Control: Upon implementation of the plan, the control and management of the company will shift from the existing promoters to a new Board of Directors nominated by the Strategic Investor.

Merger & Restructuring:

o The Resolution Plan provides for a Reverse Merger of Lord's Mark Industries Pvt. Ltd. into the Company.

o As per the approved scheme, each shareholder of the Strategic Investor holding 5/- shares will be allotted 1.25 shares of 10/- each of the Company.

Settlement of Creditors: o All operational creditors (excluding disputed statutory dues) have been settled in full.

o SEBI's outstanding claims of 6.08 Crores have been resolved pursuant to the Hon'ble Supreme Court's Order dated 15th October 2024, and SEBI has issued a No Dues

Certificate on 12th December 2024.

o The plan also provides for the settlement of the Company's financial creditor, Tricom

Prints & Packaging Pvt. Ltd., with a payment of 72 Lakhs.

Implementation & Monitoring: An Implementation & Monitoring Committee has been constituted comprising the Resolution Professional, a nominee of the Strategic Investor, and a nominee of the Financial Creditor. This Committee will oversee the execution of the Resolution Plan.

Current Status of Operations

The Company's business operations remain non-operational during the implementation period. The

Strategic Investor has expressed its intent to revive the Company's business activities in line with its existing objectives, post completion of the restructuring process.

Moratorium and RP Discharge

The moratorium under Section 54E of the IBC ceased to have effect from 28th July 2025.

The Resolution Professional stands discharged from his duties, except for roles specifically related to assisting in implementation.

Management's Outlook

The Board believes that the approval of the Resolution Plan will strengthen the Company's capital structure, optimize resources, and pave the way for revival of operations. The management is working closely with the Implementation & Monitoring Committee to ensure smooth and timely execution of the approved plan.

In view of the current financial position of the Company and considering that the Company is presently undergoing implementation of the Resolution Plan approved by the Hon'ble

National Company Law Tribunal, Mumbai Bench on 28th July 2025, the Board of Directors has not recommended any dividend for the financial year ended 31st March 2025.

The decision is in line with the Company's focus on implementing the approved Resolution

Plan, restructuring its operations, and ensuring revival and stability before considering any future dividend declarations.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to a Dividend Distribution Policy are not applicable to the Company as it does not fall under the top 1,000 listed companies based on market capitalization.

However, once the Company successfully implements the Resolution Plan and resumes its operations, the Board will review and adopt an appropriate Dividend Distribution Policy in accordance with applicable laws and regulations.

No amount is transferred to the general reserves account for the 45^thfinancial year ended 31st March, 2025. However, the net loss of the year is transferred to retained earnings under the head Other Equity in Balance Sheet.

During the year under review, your Company has not accepted any deposits from public within the meaning of Sections 73 and 74 of the Companies Act, 2013 (the "Act") and the

Companies (Acceptance of Deposits) Rules, 2014.

The Management Discussion and Analysis (MDA) report on the business and operations of the Company is given in Annexure I and forms part of this Annual Report.

As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 preparation of Corporate governance report is not applicable to our company as it does not fall under the criteria laid down in regulation 25 of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 i.e. our company's paid up share capital is not exceeding Rupees ten crore and net worth is not exceeding Rupees twenty five crores as on the last date of previous financial year, but as a good ethical practice continues to follow corporate Governance practices.

SEBI, vide its Circular dated May 10, 2021, made Business Responsibility and Sustainability Report mandatory for the top 1,000 listed companies (by market capitalization) from fiscal 2023. Since, the provisions of the Regulation 34(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company for the year ended March 31, 2025 based on the market capitalization, the Business Responsibility and Sustainability Report is therefore not given.

During the year under review Company has not obtained credit ratings for the financial facilities.

During the financial year, There are no transactions with any related party as referred in sub- section (1) of section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

There are no Holding, Subsidiary, Joint Venture or Associate Companies.

During the year, there was no change in the Authorized Share Capital and Paid up Share Capital of the Company.

Authorized share Capital: Rs. 5,00,00,000/- (Rupees Five Crores Only) Divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs. 10/ - (Rupees Ten Only) Each.

Paid up capital of the Company: Rs. 1,00,00,000/- (Rupees One Crore Only) Divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs. 10/ - (Rupees Ten Only) Each.

In accordance with the provisions of the Companies Act, 2013 (the ‘Act') Mr. Rajesh Raghunath Pawar (DIN: 00232533), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for reappointment. The Director have confirmed that he is not disqualified under subsection (2) of Section 164 of the Act and he is eligible for re-appointment as Directors of the Company.

On 05^th September 2024: Mrs. Shruti Pravesh Dalia (PAN: BVWPD9333B) member of the Institute of Company Secretaries of India, New Delhi, was appointed as the Company Secretary and Compliance officer of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013 and resigned on 21.07.2025.

The policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act and Listing Regulations adopted by the Board is appended as Annexure II to the Board's Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. The policy is available on the website of the Company: https://lordsmarkindia.com/.

The Company has received declaration from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149(6) of the Companies Act, 2013.

The internal control systems are commensurate with the nature of business and the size and complexity of operations of the Company. The Audit Committee periodically evaluates the adequacy and effectiveness of the Company's internal financial control systems and monitors the implementation of recommendations made by the Committee.

The Auditors of the Company have also opined that "the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as of 31 March 2025". Further certificate of compliance from the Executive Director and

Chief Financial Officer annexed to this report confirms the adequacy of the internal control systems and procedures of the Company.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Act:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

(ii) 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 financial year and of the profit of the Company for the period;

(iii) 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;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) 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;

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Board of Directors appointed M/S. BKP & ASSOCIATES, COMPANY SECRETARIES (FIRM UNIQUE NO. I2013WB1041500) to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report does not contain any qualification, reservation and adverse remark and therefore do not call for any explanation or comments.

The Secretarial Audit Report for the financial year ended March 31, 2025 are annexed and forms part of this Report as Annexure III

The said report is also available on the website of the Company at https://lordsmarkindia.com/

During the year, the Secretarial Auditors did not report any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) of the Act.

Pursuant to Section 178(2) of the Companies Act, 2013 the Nomination and Remuneration Committee of the Board carried out an annual evaluation of every Director's performance. Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the Board evaluated the performance of Independent Directors. The Independent Directors in a separate meeting reviewed the performance of Non- Independent Directors, performance of Board as a whole and performance of the Chairman.

M/s. H. G. Sarvaiya& Co., Chartered Accountants (FRN: 0115705W) were appointed as Statutory Auditors of the Company for a term of 5 consecutive years to hold office from the conclusion of the 40^th Annual General Meeting till the commencement of the 45^th Annual General Meeting. In accordance with the Section 40 of the Companies (Amendment) Act, 2017, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. Thus, the first term of statutory auditors, M/s. H.G. Sarvaiya & Co., Chartered Accountants, will expire in ensuing of 45^th Annual General Meeting.

Thus, In ensuing Annual General Meeting to be held on 30^th September 2025 M/s. H. G. Sarvaiya & Co., Chartered Accountants is recommended to re appoint for second term of five years and hold office from the conclusion of this 45th Annual General Meeting

("AGM") until the conclusion of the 50th AGM to be held in the year 2030 .

The Auditors Report to the shareholder for the year ending March 31, 2025 does not contain any qualification, reservation or adverse remark and therefore does not call for any explanation or comments.

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, company is not covered under these provisions, therefore Company has not maintained these records and it is not required to obtain Cost Audit Report.

The Audit Committee was reconstituted by the Board of Directors of the Company on 10^th April 2024. The reconstituted Audit Committee comprised of two Independent Directors namely Mr. Nikhil Suryanath Pandey Chairman of the Committee & Mr. Niket Naik as Members and one Non- Executive Mrs. Feroza Jamsheed Panday.

Mr. Irfan Ahmed Khan resigned on 31^st March 2024 as director and thus ceased to be member of audit committee. Post resignation Mr. Nikhil Suryanath Pandey was appointed as the Chairman of the Committee. All the recommendations made by the Audit Committee were accepted by the Board. The number and dates of the meetings held during the financial year 2024-25 are provided in Annexure IV to the Board's

Report.

The Nomination and Remuneration Committee was reconstituted by the Board of Directors of the Company on 10^th April 2024. The reconstituted Nomination and Remuneration Committee comprised of two Independent Directors namely Mr. Nikhil Suryanath Pandey Chairman of the Committee & Mr. NiketNaik as Members and one Non-Executive Mrs. Feroza Jamsheed Panday.

Mr. Irfan Ahmed Khan resigned on 31^st March 2024 as director and thus ceased to be member of Nomination and Remuneration Committee. Post resignation Mr. Nikhil Suryanath Pandey was appointed as the Chairman of the Committee. The policy for selection of Directors and determining Director's independence and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees may be accessed on the Company's website www.kratosenergy.in. The salient features of the policies are annexed to this Report as Annexure II. The number and dates of the meetings held during the financial year 2024-25 are provided in Annexure IV to the

Board's Report.

The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to the Company for the financial year ended 2024-25.

The stakeholders Relationship Committee was reconstituted by the Board of Directors on 19^th May 2023 and on 10^th April 2024. The reconstituted Committee comprises of two Independent Directors namely Mr. Nikhil Suryanath Pandey Chairman of the Committee & Mr. Niket Naik as Members and one Non-Executive Mrs. Feroza Jamsheed Panday

Mr. Irfan Ahmed Khan resigned on 31^st March 2024 as director and thus ceased to be member of audit committee. Post resignation Mr. Nikhil Suryanath Pandey was appointed as the Chairman of the Committee. The number and dates of the meetings held during the financial year 2023-24 are provided in Annexure IV to the Board's

Report.

Your Company has framed, developed and implemented Risk Management Plan, pursuant to the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has adequate systems to identify major risks which may threaten the existence of the Company. The same is subject to review from time to time. Mitigation measures for the identified risks are taken based on the type of risks.

The Company has formulated a Vigil Mechanism for directors and employees to report their genuine concerns or grievances pursuant to Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee oversees the Vigil Mechanism. The Vigil Mechanism provides for adequate safeguards against victimization of director(s), employee(s) or any other person who avail the mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The policy on Vigil Mechanism may be accessed on the Company's website https://lordsmarkindia.com/

The Company has constituted a Committee by name Internal Complaints Committee, in compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014. The said Committee is constituted to consider and resolve all sexual harassment complaints reported by women employees. During the year under review the Company did not receive any such complaint.

During the year, 07(Seven) meetings of the Board of Directors were held, the details of which are given in Annexure IV to the Board's Report.

The Company has complied with the requirements of SS-1 in respect of the meetings of the Board of Directors held during the year.

The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and the SEBI Listing (Obligations and Disclosure Requirements) Regulations, 2015.

Copy of the Annual Return for the year ended March 31, 2024 will be placed on the website of the Company at https://lordsmarkindia.com/.pursuant to Section 92(3) of the Companies Act, 2013.

The contact details of Nodal Officer of the Company are available on the website of the Company at https://lordsmarkindia.com/..

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014, the Annual Return of the Company for FY2024-25 is available on the website of the Company at https://lordsmarkindia.com/..

The Company's HR policies and procedures are designed to recruit and retain the best talent to support the operations of the Company and to align the interest of employees with the long term organizational goals.

During the year under review, the Company has not made investment or given security or granted any loans to companies, firms, Limited Liability Partnerships or other parties.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo Particulars with respect to Conservation of Energy and Technology Absorption pursuant to Rule 8(3) A and 8(3) B of the Companies (Accounts) Rules, 2014 are provided as under:

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy: NIL

(ii) The steps taken by the company for utilizing alternate sources of energy: NIL (iii) The capital investment on energy conservation equipment: NIL

(B) Technology Absorption

(i) The efforts made towards technology absorption: NIL

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: NIL

(iii)In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): (a) The details of technology imported: NIL (b) The year of import: NIL (c) Whether the technology been fully absorbed: NIL (d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: NIL (iv) The expenditure incurred on Research and Development: NIL

(v)

(C) Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo: Nil

Disclosures pertaining remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rules 5(1)of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 are provided in Annexure V.

The relations between the management and the staff remained cordial during the period under review.

There were no employees/directors drawing remuneration of more than Rs. 1,02,00,000/- (Rupees One Crore Two lakhs Only) during the financial year or Rs. 8,50,000/- (Rupees Eight Lakh Fifty Thousand) per month for part of the financial year.

During the year under review, your company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The company is undergoing PPIRP (Pre-Packaged Insolvency Resolution Plan) process. The application was filed with NCLT Bench Mumbai on 27th September 2023. The Hon. NCLT admitted the PPIRP application on 1st February, 2024 declaring moratorium on the company and appointed Interim Resolution Professional. The Committee of Creditors in its final meeting held on 27th April, 2024 approved the resolution plan submitted by the strategic investor LMIL (Lord's Mark Industries Limited) wherein

LIML shall repay the debt of the company and subsequently reverse merge with the company.

The Company was admitted into the Pre-Packaged Insolvency Resolution Process (PPIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC") by the Hon'ble National Company Law

Tribunal, Mumbai Bench, Court-IV, vide its order dated 1st February 2024 in C.P. (IBPP) No 03/MB/2023.

Subsequently, the Hon'ble NCLT, through its Order dated 28th July 2025, approved the Final Base Resolution Plan submitted jointly by the Company (Corporate Debtor) and Lord's Mark Industries Pvt

Ltd. (Strategic Investor) under Section 54K(15) of the IBC.

Key Highlights of the Resolution Plan

Approval by CoC: The Resolution Plan was approved by the Committee of Creditors with 100% voting share on 27th April 2024.

Change of Control: Upon implementation of the plan, the control and management of the company will shift from the existing promoters to a new Board of Directors nominated by the Strategic Investor.

Merger & Restructuring:

o The Resolution Plan provides for a Reverse Merger of Lord's Mark Industries Pvt. Ltd. into the Company.

o As per the approved scheme, each shareholder of the Strategic Investor holding 5/- shares will be allotted 1.25 shares of 10/- each of the Company.

Settlement of Creditors: o All operational creditors (excluding disputed statutory dues) have been settled in full.

o SEBI's outstanding claims of 6.08 Crores have been resolved pursuant to the Hon'ble Supreme Court's Order dated 15th October 2024, and SEBI has issued a No Dues

Certificate on 12th December 2024.

o The plan also provides for the settlement of the Company's financial creditor, Tricom

Prints & Packaging Pvt. Ltd., with a payment of 72 Lakhs.

Implementation & Monitoring: An Implementation & Monitoring Committee has been constituted comprising the Resolution Professional, a nominee of the Strategic Investor, and a nominee of the Financial Creditor. This Committee will oversee the execution of the Resolution Plan.

Current Status of Operations

The Company's business operations remain non-operational during the implementation period. The

Strategic Investor has expressed its intent to revive the Company's business activities in line with its existing objectives, post completion of the restructuring process.

Moratorium and RP Discharge

The moratorium under Section 54E of the IBC ceased to have effect from 28th July 2025.

The Resolution Professional stands discharged from his duties, except for roles specifically related to assisting in implementation.

Management's Outlook

The Board believes that the approval of the Resolution Plan will strengthen the Company's capital structure, optimize resources, and pave the way for revival of operations. The management is working closely with the Implementation & Monitoring Committee to ensure smooth and timely execution of the approved plan.

2. SEBI Order Release of Attachment of Bank Accounts, Demat Accounts, and Mutual Fund Folios

The Securities and Exchange Board of India (SEBI), vide Release Order No. RRD-1/849/2719/2020 dated 18th February 2025, has released the attachment on the bank accounts, lockers, demat accounts, and mutual fund folios of the Company pursuant to Attachment Proceeding Nos. 9678 & 9680 of 2023.

The attachment was initially made to recover 6,14,05,925 towards SEBI's outstanding fees under Recovery Certificate No. 2719 of 2020. The Company has since made a payment of 5,78,76,657.56 towards full and final settlement, and accordingly, SEBI has withdrawn the attachment on all accounts and folios.

This resolution by SEBI marks the successful closure of the recovery proceedings against the Company.

3. Disclosure of SEBI Order

The Company had filed Civil Appeal No. 2533 of 2023 before the Hon'ble Supreme Court of India in the matter of demands raised by the Securities and Exchange Board of India (SEBI). Pursuant to the order of the Hon'ble Supreme Court dated 15th October 2024, the Company remitted 4.33 crore and the National Stock Exchange (NSE) remitted 1.44 crore towards settlement of dues.

SEBI, vide its communication dated 12th December 2024, has confirmed the receipt of the entire amount of 5.77 crore and has issued a No Dues Certificate to the Company. Accordingly, there are no outstanding dues payable to SEBI, and the matter stands fully resolved and closed.

4. Disclosure on Supreme Court Order

The Company had filed Civil Appeal No. 2533 of 2023 before the Hon'ble Supreme Court of India against the demands raised by the Securities and Exchange Board of India (SEBI).

The Hon'ble Supreme Court, vide its order dated 15th October 2024, directed the Company to pay a total of

5.77 crore towards SEBI dues, of which 4.33 crore was paid by the Company and 1.44 crore was paid by the National Stock Exchange (NSE) on behalf of the Company. The payment was duly made on 21st October 2024, and the order stands fully complied with.

This has resulted in the complete settlement of SEBI's outstanding claims against the Company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a. Issue of equity shares with differential rights as to dividend, voting or otherwise. b. Issue of shares (including sweat equity shares) to Directors and employees of the Company under any scheme. c. Details relating to employee's stock option scheme. d. Revision of financial statement or Board's report. e. Buyback of shares. f. The Company does not have scheme for provision of money for purchase of its own shares by employees or by trustee forth benefit of employees. g. Purchase by Company of its own shares or giving of loans for such purchase. h. There is no change in the nature of business of the Company. i. There is no material change or commitment affecting the financial position of the Company, occurred between the end of the financial year and the date of this report. j. The Company has not accepted deposits within the meaning of Section 73 or

Section 76 of the Companies Act, 2013. k. No remuneration was paid to Non-executive Directors except sitting fees. l. No fraud has been reported by the Auditors to the Audit Committee of the Board. m. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported in the financial year 2022-23. n. There was no subsidiary, associate or joint venture company of the company

during the financial year under review. o. Shares held in trust for the benefit of employees. p. Issue of debentures/warrants. q. Transfer to Investor Education and Protection Fund (IEPF). r. Disclosure about the application made or any proceeding pending under the

Insolvency and Bankruptcy Code (IBC), 2016 during the year along with their status as at the end of the financial year. s. Disclosure about the difference between the amounts of the valuation executed 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.

The Directors wish to place on record their appreciation to the wholehearted help and co-operation the Company has received from the business associates, partners, vendors, clients, government authorities, and bankers of the Company. The relations between the management and the staff were cordial during the period under review. The Company also wishes to put on record its appreciation for the work done by the staff. Your Directors appreciate and value the trust imposed upon them by the members of the Company.