AGI Infra Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 20 th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY OR H IGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE AND

CONSOLIDATED)

The Boards Report shall be prepared based on the standalone financial statements of the company. (Rs. in lakhs)

Particulars	2024-25	2023-24	2024-25	2023-24
Gross Income	33744.85	30139.03	33744.85	30139.03
Profit Before Interest and Depreciation	10511.55	8460.11	10511.03	8459.92
Finance Charges	1266.03	728.08	1266.03	728.08
Profit Before Depreciation	9245.52	7732.03	9245	7731.84
Depreciation	1830.20	1163.75	1830.20	1163.75
Net Profit Before Tax	7415.32	6568.28	7414.80	6568.09
Provision for Tax	748.38	1358.6	748.38	1358.6
Net Profit After Tax	6666.94	5209.68	6666.42	5209.49

2. BUSINESS PERFORMANCE a) Revenue from operation Standalone:

Your Company has total income during the period under review was Rs. 33744.85 Lakhs as compared to Rs. 30139.03 Lakhs in the previous year, registering an increase of 11.96 % over the previous year.

Consolidated :

Your Company has total income during the period under review was Rs. 33744.85 Lakhs as compared to Rs. 30139.03 Lakhs in the previous year, registering an increase of 11.96 % over the previous year. b) Profits: Standalone:

The Profit before tax for the year 2024-25 was Rs. 7415.32 Lakhs as against Rs. 6568.28 Lakhs in the previous year. Profit after tax in the current year stood Rs. 6666.94 Lakhs as against Rs. 5209.68 Lakhs in the previous year. Consolidated: The Profit before tax for the year 2024-25 was Rs. 7414.79 Lakhs as against Rs. 6568.09 Lakhs in the previous year. Profit after tax in the previous year stood Rs. 6666.42 Lakhs as against Rs. 5209.49 Lakhs in the previous year.

3. DIVIDEND

During the year 2024-25, the Company has paid a total dividend (by way of interim dividend) of Rs. 1,22,16,720/- @ Re 0.50 per share on 24433440 equity shares of Rs.5/- each fully paid up. The interim dividend be treated as final dividend for the year 2024-25.

4. RESERVES

The Company proposes to transfer an amount of Rs.7015.50 Lakhs to general reserves.

5. SHARE CAPITAL

The authorized Share Capital of the Company is Rs. 15, 00, 00,000/- (Rupees Fifteen Crore) divided into 3, 00, 00,000 (Three Crore) Equity shares of Rs. 5/- (Rupees Five Only) each and paid up share capital of the Company is Rs.12, 21, 67,200/-(Rupees Twelve Crore Twenty-One Lakh Sixty-Seven Thousand Two Hundred Only) divided into 24433440 (Two Crore Forty-Four Lakhs Thirty-Three Thousand Four Hundred Forty) Equity shares of Rs. 5/- per Share.

The Company has sub-divided / split the equity share of the company of face value of Rs.10/- each into 2 shares of face value of Rs.5/- each during the year by increasing the number of equity shares from 12216720 to 24433440 with the paid up share capital of the Company remaining same at Rs. 12,21,67,200 as on 31.03.2025.

During the year under review, the Company has neither issued bonus shares nor issued shares with differential voting rights nor granted stock options nor sweat equity and nor opted buy back of its own securities.

6. Board of Directors

During the period under review, the Board has appointed Mr. Simran Kaur Josan as an Additional Director w.e.f 14.08.2024 who was regularized at the 19th AGM of the Company held on September 28, 2024. Mr. Atul Mehta, Non-Executive Independent Director of the Company has resigned w.e.f August 28, 2024. Mr. Sukhdev Singh Khinda, Managing Director and Mrs. Salwinderjit Kaur, Whole Time Director were re-appointed through Postal Ballot process ended on April 26,2025 for term of 3 years w.e.f April 01,2025 to March 31,2028 and there were no other changes to the Board of Directors of your Company. Pursuant to the provisions of section 149 and 184 of the Companies Act, 2013 and under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Independent Directors of the Company have submitted a declaration that each of them meets the criteria of Independence as prescribed in section 149(6) of the Companies Act, 2013 and SEBI Regulations and there has been no change in the circumstances which may have affect their status as Independent Director during the year. In accordance with the provisions of section 152 of the Companies Act, 2013, Mrs. Salwinderjit Kaur, Whole Time Director is liable to retire by rotation at the ensuring Annual General Meeting and being eligible, offer herselfself for re-appointment. The brief detail required to be disclosed in accordance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards is included in the notice of the ensuing Annual General Meeting forming part of this Annual Report.

In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Companys businesses for effective functioning which are detailed in the Corporate Governance Report.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

S.NO NAME OF THE PERSONS	DESIGNATION
1. Mr. Sukhdev Singh Khinda	Managing Director
2. Mrs. Salwinderjit Kaur	Whole Time Director
3. Ms. Simran Kaur Josan	Whole Time Director
4. Mr. Balvinder Singh Sandha	Chief Financial Officer
5. Ms. Aarti Mahajan	Company Secretary and Compliance Officer

Note: Ms. Aarti Mahajan, Company Secretary and Compliance Officer of the Company has resigned w.e.f 23.03.2024. Further Ms. Aarti Mahajan appointed again as Company Secretary and Compliance Officer of the Company w.e.f 22.04.2024.

7. BOARD MEETINGS

The Board of Directors of the Company met 10(Ten) times during the financial year 2024-25 i.e. April 12, 2024, April 22, 2024, May 29, 2024, August 14, 2024, September 02, 2024, November 13, 2024, December 02, 2024, January 21, 2025, February 05,2025 and March 10, 2025. The Details of above mentioned Board Meetings are also provided in Corporate Governance Report annexed herewith . The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. COMMITTEES OF THE BOARD

The Board of Directors have following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings 18 are provided in the Corporate Governance Report forming part of this Annual Report FY 2024-25.

9. AUDIT COMMITTEE

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the Listing Regulations. The Audit Committee comprises of three Directors viz. Mr. Mohit Saluja as the Chairman of the Committee, and Mr. Amrik Singh Chawla and Mr. Sukhdev Singh Khinda, as the members of the Committee.

10. BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the Listing Regulations, The Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) of performance process evaluation process of the Board, its Committees and Directors.

The Board functioning was evaluated on various aspects including inter-alia the structure of the Board, meeting of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment and delineation of responsibilities of various Committees, effectiveness of Board process, information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/ support to the Management outside Board/ Committee Meetings.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

All independent directors give their declaration that they meet the criteria of independence as provided in subsection ( 6 ) of Section 149 of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

12. CONSOLIDATED ACCOUNTS

The consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report. Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 a statement containing salient features of the financial statements of subsidiaries is given in form AOC- 1 as Annexure-A and forms an integral part of this report.

13. AUDITORS AND AUDITORS REPORT

In terms of the provisions of section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. R.S Kalra and Associates, Chartered Accountants (Firm Registration No. 007744N), have been appointed as Statutory Auditors of the Company to hold office from the conclusion of 17th Annual General Meeting till the conclusion of 22nd Annual General Meeting. In accordance with the amendment to the provisions of Section 139 by the Companies Amendment Act 2017, notified on May 7, 2018, by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified by the Members at every Annual General Meeting. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought. The Auditors report for the financial year ended 31.03.2025 issued by M/s. R.S Kalra and Associates, Chartered Accountants does not have any qualification, reservation, adverse remark or disclaimer by the statutory auditors. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

14. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s M.L Arora & Associates, Practicing Company Secretaries, Ludhiana (M.No.F1226 and CP.No. 2646) as a Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is enclosed as Annexure-D and forms part of this report. No adverse comment has been made in the said report by Practicing Company Secretaries for the Company. This report is self-explanatory and not require any further comments.

15. COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with notifications/ circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on May 29, 2025 appointed M/s Khushwinder Kumar & Co, Cost Accountants (Registration No.100123), as the Cost Auditors of the Company for Financial Year 2025-26. The Cost Audit Report for the financial year ended 31st March, 2025 due to be filed with the Ministry of Corporate Affairs on or before the September 2025 and the cost audit report for the Financial Year ended 31 st March, 2024 was filed with MCA.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As per the provision of Section 138 of the Companies Act, 2013 and the rules made their under, the Board appointed M/s. Ashwani Kant & Associates Chartered Accountant, Jalandhar as Internal Auditor of the Company, to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit is carried out on quarterly basis; the report is placed in the Audit Committee Meeting and Board meeting for consideration and directions. The internal financial controls with reference to financial statements as designed and implemented by the Company. During the year under review, no material or serious observation is received from the Internal Auditor of the Company for inefficiency and in adequacy of such controls.

17. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns of fraud & misconduct in the company has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.agiinfra.com under Investors relations/Vigil Mechanism Policy link. Further, the Company has not received any protected disclosure as per the vigil policy framed by the board.

18. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 read with the rules made thereunder, the Annual Return of the Company has been disclosed on the website of the Company and web link thereto is https://www.agiinfra.com/investor-relations/

19. REPORTING OF FRAUD

There is no instance of fraud during the year under review, which is required the Statutory Auditor to report to the Audit Committee and/or Board of Directors under section 143(12) of the Companies Act, 2013 and the rules framed thereunder.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT:

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report. The Company has sub-divided / split the equity share of the company of face value of Rs.10/- each into 2 shares of face value of Rs.5/- each during the year by increasing the number of equity shares from 12216720 to 24433440 with the paid up share capital of the Company remaining same at Rs. 12,21,67,200 as on 31.03.2025.

21. ACCEPTANCE OF DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

22. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming part of the Annual Report.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year 2024-25 were on an arms length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. There is no material related party transactions made by the Company during the year under review. All such transactions are placed before the Audit Committee for review/approval. The Audit Committee grants omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. All related party transactions are placed before the Audit Committee on a quarterly basis. As good governance practice, the same are also placed before the Board for seeking their approval and approved by the Board.

24. LISTING WITH STOCK EXCHANGES:

The Equity shares of the Company are already listed on the BSE Ltd & listed on National Stock Exchange of India Limited (NSE) on 15.07.2024.

25. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

The Business Responsibility and Sustainability Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial year 2024-25.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Corporate Social Responsibility (CSR) Policy in place and the same can be accessed at http://www.agiinfra.com. The details about committee composition and terms of reference of committee are given in Corporate Governance Report and forms integral part of this report. A CSR Report on activities undertaken by the Company and amount spent on them is attached as ANNEXURE E to this report.

28. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has filed Annual Secretarial Report under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within its due date issued by M/s M.L Arora & Associates, Practicing Company Secretaries, Ludhiana for the year ended March 31, 2025 by confirming Compliance of SEBI Regulations/guidelines/ circulars issued thereunder and applicable to the Company. No adverse comment has been made in the said report by Practicing Company Secretaries for the Company. This report is self-explanatory and not require any further comments.

29. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company has one wholly subsidiary named "AGI Cold Chain Private Limited" which was incorporated on June 23, 2016 and its main objectives are 1. To carry on the business of set up the Chain cold storage and carrying on the business of storing, trading, dealing, distributing of vegetables, fruits and dry fruits etc. 2. To carrying on business of leasing or renting the Cold chain facility. The Wholly Subsidiary Company has a net loss of Rs.52130.59/- during the financial year 2024-25. The company does not have any joint venture companies or associates companies during the period under review. Also, there was no company which has ceased to become the subsidiaries/joint ventures/ associate company (ies) during the year.

30. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

Details of Managerial remuneration required pursuant to Section 197 and Rule 5 of the Companies Appointment and Remuneration of Managerial Personnel rule, 2014 is annexed as Annexure-C

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

As the Company is engaged in the development of Group Housing, the Electricity is the only mode of energy which is purchased from PSEB and generated through own power generator. Every effort is made to use the most economic mode of supply which saves the considerable power. a. Flats are so designed which have ample source of natural light which minimizes the consumption of electricity. b. Installed A/C drives in the lifts, c. Use LED lighting in the common area as well as in flats. d. Install sub-meters to check energy uses at different level.

Keeping in view the cost of electricity accelerating every year the company has set up a roof top solar power generation in the project developed by the Company. It saves a huge amount on account of electric consumption. It is an Inexhaustible and renewable source of energy. Other than these measures many more measures are being taken like provision of dual plumbing which saves considerable ground water and electricity.

32. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the total foreign exchange out go was Rs.3, 77, 34,243/-on account of imports made from China. Sometimes payments against sale of flats to NRI Customers are received through Banking Channel which is credited to their accounts by getting converted into Indian Rupees on the same date which is equivalent to Rs.2,79,91,947/-

33 . TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

34. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report.

35. Human Resources and Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff. The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organizations growth and its sustainability in the long run.

36. RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. The Assessment is periodically examined by the Board. The management of the Company has identified some of the major areas of concern having inherent risk, viz. Financial, Commodity Price, Regulatory, Human Resource, Interest rate Risks. The processes relating to minimizing the above risks have already been put in place at different levels of management. The management of the Company reviews the risk management processes and implementation of risk mitigation plans. The processes are continuously improved.

37. PREVENTION OF INSIDER TRADING:

On December 31, 2018, Securities and Exchange Board of India amended the Prohibition of Insider Trading Regulations, 2015, prescribing various new requirements with effect from April 1, 2019. In line with the amendments, your Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at www.agiinfra.com.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed their under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace. The Company has also set up an Internal Complaint Committee ("the Committee") for redressal of grievance(s) / complaint(s) (if any) under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The summary of sexual harassment complaints received and disposed of during the year 2024-25:

Number of complaints pending at the beginning of the year: NIL

Number of complaints received during the year: NIL

Number of complaints disposed of during the year: Not Applicable

Number of cases pending at the end of the year: Not Applicable

39. DISCLOSURE REGARDING COMPLIANCE W.R.T THE MATERNITY BENEFITS ACT 1961

The Company hereby states that it was Compliant with Maternity Benefits Act, 1961 during the Financial Year 2024-25.

40. COMPLIANCE WITH SECRETARIAL STANDARDS

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

41. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016

The Board hereby declares that there is not any Application made or any proceeding pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year. Therefore, status at the end of the financial year of such cases or proceedings is Nil.

42. VALUATION OF SHARES FOR ONE TIME SETTLEMENT (OTS)

The Company has not undertaken or availed any One Time Settlement (OTS) with the Bank during the financial year. Therefore, 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, does not arises.

43. CAUTIONARY STATEMENT

Statement in this Managements Discussion and Analysis detailing the Companys objectives, projections, estimates, expectations or predictions are "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include global and Indian demand-supply conditions, finished goods prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments in India and other factors such as litigation and labor negotiations.

44. ACKNOWLEDGEMENTS

Your Directors takes this opportunity to thank all Government Authorities, Bankers, Shareholders, Customers, Investors and other stakeholders for their assistance and co-operation to the Company. Your Directors express their deep sense of appreciation and gratitude towards all employees and staff of the company and wish the management all the best for further growth and prosperity.

For and on behalf of the Board of Directors	For and on behalf of the Board of Directors
AGI INFRA LIMITED	AGI INFRA LIMITED
Sd/-	Sd/-
Sukhdev Singh Khinda	Salwinderjit Kaur
Managing Director	Whole Time Director
DIN: 01202727	DIN: 00798804
Place: Jalandhar
Date: -28.08.2025