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Julien Agro Infratech Ltd Directors Report

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Sep 12, 2025|12:00:00 AM

Julien Agro Infratech Ltd Share Price directors Report

Dear Shareholders

JULIEN AGRO INFRATECH LIMITED

Your Directors are pleased in presenting their 28th (Twenty-Eight) Directors Report on the business and operations of your
Company together with the Audited Financial Statements and the Auditors Report of your Company for the Financial Year
ended March 31, 2025.

The PDF version of report is also available on the website of the Company at www.iulieninfra.com .

Summary of Financial Highlights

During the year under review, performance of your Company are as under:

(Amount in iacs)

Particulars

Year Ended
March 31,2025
Year Ended
March 31, 2024

Revenue from Operations

12,069.07 2134.70

Other Income

0.48 0.37

Total Income

12,069.55 2,135.07

Profit/ (Loss) before Depreciation, Interest & Taxation

137.77 7.98

Less: Interest

8.69 1.22

Less: Depreciation & Amortization

0.19 0.19

Profit/(Loss) Before Exceptional and Extra ordinary items & Tax

128.89 6.57

Less: Provision for taxation

35.89 1.73

Provision for taxation for earlier year

0.00 0.00

Deferred Tax

(0.03) (0.02)

Profit/ (Loss) after taxation

93.03 4.86

Note: The above-mentioned figures in the Financial Highlight is based on the Report of Balance Sheet. The Company has
prepared the financial statement in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed
under Section 133 of the Companies Act, 2013.

LISTING OF EQUITY SHARES ON BSE MAINBOARD PLATFORM

The Companies Equity Shares are Listed on the BSE Ltd. on August 28, 2013. The Company has been regular in paying the
Annual Listing Fees to the said Stock Exchanges.

PERFORMANCE OF THE COMPANY

During the year under review the Company has recorded a turnover of Rs. 12,069.07/- (Amount in Lacs) in the financial
year. The Company has recorded a net profit of Rs. 93.03/- (Amount In Lacs) as compared to previous year of profit Rs.
4.86/- (Amount in Lacs).

The Company in spite of many challenges and competitive market conditions was able to achieve satisfactory Sales and Net

I Titrat ed) Limited

Profit figures. The management is of the opinion that in the coming future as the overall situation seems to be to be
improving and Directors are optimistic about Compan/s business and hopeful of better performance with
increased revenue in next year.

SHARE CAPITAL

The Company has 197,890,000/- Equity Share Capital for the Financial Year ended March 31, 2025. The Company had raised
capital through preferential issue of shares which is being mentioned in the "Capital Structure".

RECORD DATE

The Company has fixed Friday, November 01, 2024 as the "Record Date" for the purpose of determining entitlement of
Equity Shareholders for receipt of 1st Interim Dividend for the FY 2024-25.

The Company has fixed Wednesday, January 08, 2025 as the "Record Date" for determining entitlement of Equity
Shareholders for the purpose of sub-division / split of existing Equity Shares of the Company.

The Company has fixed Friday, February 07,2025 as the "Record Date" for the purpose of determining entitlement of Equity
Shareholders for receipt of 2nd Interim Dividend for the FY 2024-25.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI Listing Regulations), the Board had formulated a Dividend Distribution Policy (the Policy). The
Policy is available on the Companys website
www.julieninfra.com

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of your Company during the financial year ended March 31, 2025.
CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

There has been no change in the registered office of the Company during the financial year 2024-25.

CAPITAL STRUCTURE

During the year under consideration, the Company has changed its capital structure and the authorized and paid-up share
capital as on March 31, 2025 stands as follows:

The Authorized Share Capital of the Company during the financial year 2024-25, Rs. 210,000,000/- (Rupees Twenty-One
Croreonly) divided into 42,000,000 (Four Crore Twenty Lakhs) Equity Shares of face value of Rs. 5/- (Rupees Five only) each
due to Split of Share capital of the Company.

The Company has increased its Authorized Equity Share Capital of the Company from the present R 21,00,00,000/- (Twenty-
One Crores) consisting of 4,20,00,000 (Four Crores Twenty Lakhs) Equity Shares of Face Value R 5/- (Rupees five only) each
to R 30,00,00,000/- (Rupees Thirty Crores) consisting of 6,00,00,000 (Six Crores) Equity Shares of Face Value R 5/- (Rupee
Five) each.

At present the Authorized Equity Share Capital of the Company R 30,00,00,000/- (Rupees Thirty Crores) consisting of
6,00,00,000 (Six Crores) Equity Shares of Face Value R 5/- (Rupee Five only) each.

The Paid-up Share capital of the Company stands as Rs. 197,890,000/ (Nineteen Crores Seventy Lakhs) crores consisting of
39,578,000 equity shares of Face Value K 5/- (Rupees Five only)

The Company by way of Preferential Issue has issued 20,000,000 (Two Crores) numbers of Fully Convertible Equity Warrants
(hereinafter referred to as "Convertible Warrants") at an exercise price of * 13.50/- (Rupees Thirteen and Fifty Paise Only)
per underlying Equity share of the Face Value of ^ 5/- (Rupees Five each) (with a premium of ^ 8.50/- (Rupees Eight and
Fifty Paise Only) per share.

During the FY 2025-25 the Company has increased its Paid-up Share capital from * 197,890,000/- (Rupees Nineteen Crore
Seventy-Eight Lakh and Ninety Thousand Only) divided into 39,578,000 (Three Crore Ninety-five Lakh and Seventy-Eight
Thousand) Equity Shares of face value ^ 5/- (Rupees Five Only) each to ^ 297,890,000/- (Rupees Twenty-Nine Crore Seventy-
Eight Lakh and Ninety Thousand Only) divided into 59,578,000 (Five Crore Ninety-five Lakh and Seventy-Eight Thousand)
Equity Shares of face value ^ 5/- (Rupees Five Only).

DIVIDENDS

in view of profit during the year, your Directors have recommended dividend on Equity shares for the financial year 2024
2025:-

The Board of Directors (the Board) is pleased to recommend declaration of 1st Interim dividend amounting to 0.05 (Five
Paise only) per equity shares for the financial year 2024-25 on the total issued, subscribed and paid- up 19,789,000 Equity
shares of the nominal value of Rs. 10/- each.

The Board of Directors (the Board) is pleased to recommend declaration of 2nd Interim dividend amounting to 0.05 (Five
Paise only) per equity shares for the financial year 2024-25 on the total issued, subscribed and paid- up 39,578,000 Equity
shares of the nominal value of Rs. 5/- each.

The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy and
dividend will be paid out of the profits of the year.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members, w.e.f. April 1, 2020 and the
Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax
Act, 1961.

STATUTORY RESERVE FUND

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance
of the retained earnings of your Company for FY 2024-25, after all appropriations and adjustments, was ^ 2247.16 Lakhs.

HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES

The Company has no holding, Subsidiary Company & Associate Company as on date.

AMOUNT TRANSFERED TO RESERVES

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The dosing balance
of the retained earnings of your Company for FY 2024-25, after all appropriations and adjustments, was * 2247.16 Lakhs

DIRECTORS

Your Companys Board comprises of the following Directors: -

Directors/Signatory Details

DIN/PAN

Name Begin date End date

01103875

Mr. LalitSureka 22/05/2023 -

10159986

Mr. SandipDalmia 22/05/2023 -

02212440

Mrs. Chetna Gupta 22/05/2023 -

07020952

Mr Pankaj Kanodia 28/07/2023 14/08/2024

00538323

Mr. Satish Singh 22/05/2023 14/08/2024

11170688

Mrs. Kalpana Tekriwal 07/07/2025 -

06652773

Mr. Roshni Gadia 07/07/2025 -

10204473

Mrs. Namrata Sharma 14/08/2024 07/07/2025

09850692

Mr. Peeyush Sethia 14/08/2024 07/07/2025

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the Financial Year 2024-25, 13th (Thirteen) meetings of the Board of Directors were held. The Provisions of
Companies Act, 2013 and Listing Obligations and Disclosure Requirements (LODR) were adhered to while considering the
maximum time gap between any two meetings was less than one hundred and twenty days. Details of the Board meetings
held during the financial year have been furnished In the Corporate Governance Report forming part of this Annual Report.
The date on which the Board Meetings were held are given below:

08.04.2024

18.04.2024 30.05.2024

31.07.2024

14.08.2024 04.09.2024

08.10.2024

21.10.2024 11.11.2024

26.12.2024

16.01.2025 24.01.2025

29.03.2025

- -

MEETING OF INDEPENDENT DIRECTORS

During the year under review, a separate meeting of Independent Directors was held on March 29, 2025 wherein the
performance of the Non-Independent Director and the Board as a whole was reviewed. The Independent Director at their
meeting also assessed the quality, quantity and timeliness of flow of information between the Companys management
and the Board of Directors of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of the
Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Details of all the

Committees along with their composition and meetings held during the year under review are provided in the Report on
Corporate Governance forming part of this Annual Report.

AUDIT COMMITTEE:

The Audit Committee presently comprises of Mr. Kalpana Tekriwal, Chairman, Mrs. Roshni Gadia and Mr. Lalit Sureka as
Members. The terms of reference of the Audit Committee and the particulars of the meetings held and attendance thereat
are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 read with the rules made
thereunder and Regulation 18 of S?BI (LODR) Regulations, 2015 has been furnished in the Corporate Governance Report
forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations
of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee presently comprises of Mr. Kalpana Tekriwal, Chairman, Mrs. Roshni Gadia
and Mrs. Chetna Gupta as Members. The terms of reference of the Nomination & Remuneration Committee and the
particulars of the meetings held and attendance thereat are in accordance with the requirements mandated under Section
178 (1) of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of SEBI (LODR) Regulations,
2015 has been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE;

The Stakeholders Relationship Committee presently comprises of Mr. Kalpana Tekriwal, Chairman, Mrs. Roshni Gadia and
Mr. Sandip Dalmia as Members. The terms of reference of the Stakeholders Relationship Committee and the particulars of
the meetings held and attendance thereat are in accordance with the requirements mandated under Section 178 (5) of the
Companies Act, 2013 read with the rules made thereunder and Regulation 20 of SEBI (LODR) Regulations, 2015 has been
furnished in the Corporate Governance Report forming a part of this Annual Report.

PARTICULARS OF THE EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY HELD DURING THE YEAR

There was no Extra Ordinary General Meeting held during the year under consideration.

POSTAL BALLOT

1. Date of Postal Ballot: November 18, 2024 to December 17, 2024
Resolutions passed through Postal Ballot:

a. To Consider and approve sub-division/spfit of equity shares of the Company as an Ordinary Resolution

b. To approve alteration of Capital Clause of the Memorandum of Association of the Company as an Ordinary
Resolution

2. Date of Postal Ballot: January 27, 2025 to February 25, 2025
Resolutions passed through Postal Ballot:

a. Issuance of 2,00,00,000 fully Convertible Equity warrants on Preferential basis to the persons belonging
to non-promoter category as a Special Resolution

b. To increase Authorized Share Capital of the Company and consequent alteration in capital clause of
Memorandum of Association of the Company as an Ordinary Resolution

MEETINGS OF THE MEMBERS

The Last Annual General Meeting of the Company for the financial year 2023 24 was held on September 30, 2024 at the
"Diamond Plaza", 5, Gopi Bose Lane, Kolkata-700012.

STATE OF THE COMPANYS AFFAIRS Infratech Limit*

We, M/s. Julien Agro Infratech Limited (Silverpoint Infratech Limited] had entered into diversified area of business during
the Financial Year 2024-25 by foraying into the trading of agro products within the country and with major focus on exports.
Hence, we have applied to change the name of the Company from "SILVERPOINT INFRATECH LIMITED" to "JULIEN AGRO
INFRATECH LIMITED"
which is approved by the Ministry of Corporate Affairs (MCA) with effect from August 25, 2023. The
Companys primary business was of Civil & Construction Works along with Agro business.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY, OCCURRING AFTER
BALANCE SHEET DATE

There was material changes and commitments in the business operations of the Company 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 this report.

The Company has changed the name of the Company from "SILVERPOINT INFRATECH LIMITED" to "JULIEN AGRO

INFRATECH LIMITED" which is approved by the Ministry of Corporate Affairs (MCA) with effect from August 25, 2023 due
to new line of business i.e trading of agro products.

WEBSITE LINK OF ANNUALJtETURN:

In accordance with Section 92(3} of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, interested parties can access the copy of Annual Returns from the Registered Office of the
Company. The Company is being uploaded in the website of the Company www/ulieninfra.com.

EVENTS SUBSEQUENTTO THE DATE OF FINANCIAL STATEMENTS

There is no significant events occurred after the date of financial statements.

LOANS, GUARANTEES AND INVESTMENTS

During the Financial year the Company has made no Loan, Guarantees, Advances & Investment within the limits as
prescribed under Section 186 of the Companies Act, 2013 (Details of Loans, Guarantees or Investments under section 186
of the Companies Act, 2013 are given in the notes to the financial statements.)

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

A Related Party Transaction Policy has been formulated by the Board of Directors for determining the materiality of
transactions with related parties and dealing with them. The said policy may be referred to at the Companys website at
www.julieninfra.com . The Audit Committee reviews all related party transactions.

All contracts or arrangements with related parties, entered into or modified during the financial year, within the meaning
of Section 188 (1) of Companies Act, 2013 were in ordinary course of business and on arms length basis and in compliance
with the applicable provisions of the Companies Act, 2013 and the Listing Regulation.

There are no material contracts or arrangements entered into by the Company during the year with Related Parties.

There are no materially significant related party transactions entered into by the Company with promoters, Directors, key
managerial personnel or other designated persons or related party as per definition contained u/s 2(76) of the Act, which

Infratech Limit

may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Companies (Accounts) Rules, 2014 in Form AOC-2 has been enclosed
as Annexure - II is attached herewith and forms part of this Directors Report.

CONSERVATION OF EN ERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars of Conservation of energy, technology absorption and foreign exchange and outgo as required under Section
134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to
the Company. The disclosures are annexed as Annexure-lll and forms part of this Annual Report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period the Board of the Company was reconstituted for the purpose of better growth and expansion and
diversification of the business of the Company.

a) Appointment of Independent Director

Mrs. Namrata Sharma, (Din: 10204473) has been appointed as an Additional Non-Executive Independent Director of the
Company w.e.f August 14, 2024.

Mr. Peeyush Sethia (Din: 09850692) has been appointed as an Additional Non-Executive independent Director of the
Company w.e.f August 14, 2024.

Mrs. Kalpana Tekriwal (DIN: 11170688) has been appointed as an Additional Non-Executive Independent Director of the
Company w.e.f July 07, 2025.

Mrs. Roshni Gadfa (DIN: 06652773) has been appointed as an Additional Non-Executive Independent Director of the
Company w.e.f July 07, 2025.

b) Cessation in Directorship during the Year

Mr. Pankaj Kanodia (DIN: 07020952) has resigned as a Non-Executive Independent Director of the Company w.e.f August
14, 2024.

Mr. Satish Singh (DIN: 00538323) has resigned as a Non-Executive Independent Director of the Company w.e.f August 14,

2024.

Mrs. Namrata Sharma, (Din: 10204473) has resigned as a Non-Executive Independent Director of the Company w.e.f July
07, 2025.

Mr. Peeyush Sethia (Din: 09850692) has resigned as a Non-Executive Independent Director of the Company w.e.f July 07,

2025.

c) Statement on declaration given by Independent Directors under sub* Section (6) of Section 149

Your Company has received declarations from all the Independent Directors pursuant to Section 149 (7) of the Companies
Act, 2013 of the Company confirming that they meet the criteria of interdependence as prescribed both under Section 149
(6) of the Companies Act, 2013 read with rules made thereunder and Regulation 16 (1) (b) od SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.

d) Retirement by Rotation - infratech Limited

During the financial year 2024-25, the Company has three Non-Executive Independent Directors, one Managing Director
and one Whole time Director. According to Companies Act, 2013 Independent Director is not liable to retire by rotation and
Mr. Sandip Dalmia, Whole-Time Director is liable to retire by rotation and being eligible, offers himself for re-appointment.

The Board recommends his re-appointment with a view to avail her valuable advises and wise counsel.

A brief profile of the Director seeking appointment / re-appointment required under Regulation 36 (3) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 isgiven in the Notice of AGM forming part of the Annual Report.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 164 (2) of
the Companies Act, 2013 and Rule 14 (1) of the Companies (Appointment & Qualification of Directors} Rules, 2014.

As required under SEBI Listing Regulations, your Company has obtained a certificate from the Practicing Company Secretary
that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or
continuing as Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing
as Directors by MCA/Statutory Authorities. The said Certificate is enclosed as Annexure - VII and forms part of this Report.

E) KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Lallt Sureka, Chief Executive Officer and Managing
Director (CEO & MD), Mrs. Neeta Dalmia, Chief Financial Officer, Mr. Sandip Dalmia Whole-time Director and Mrs. Puja Jain,
Company Secretary, are the KMPs of the Company as on March 31, 2025 and there are not appointment and Resignation
of the Company for the financial year 2024-25.

f> FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, business model of the Company, etc. pursuant to Regulation 25(7) of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 on appointment, the Independent Director is issued a
letter of appointment setting out In detail, the terms of appointment, duties, responsibilities and expected time
commitments. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The
Directors also explained in detail the various compliances required from him to act as a Director under the various provisions
of the Companies Act, 2013, SEBI (LODR) Regulation, 2015, SEBI (Prohibition of Insider Trading) Regulation, 2011, the Code
of Conduct of the Company and other relevant regulations. The details of familiarization programme is available on
Companys website www.julieninfra.com .

FORMAL ANNUAL EVALUATION:

Pursuant to the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, evaluation of each member of
the Board is done on an annual basis. One of the vital functions of the 8oard is monitoring and reviewing the Board
evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria
for the performance of all the individual Directors Board and its Committees was carried out. In accordance with the
provisions of Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various
aspects of the Boards functioning such as adequacy of the composition of the and its committees. Board culture, execution
and performance of specific duties, obligations and governance.

a) Criteria for evaluation of the Board of Directors as a whole infratech limited

i. Freq uency of m eeti n gs;

ii. Length of meetings;

iii. Administration of meeting;

iv. Number of Committees and their roles;

v. Flow of information to Board members and between Board members

vi. The quality and quantity of information; and

vii. Disclosure of information to the stakeholders.

b) Criteria for evaluation of individual Directors

i. Commitment to fulfillment of Directors obligations and fiduciary responsibilities;

ii. Attendance and contribution at Board/Committee meetings;

iii. Ability to contribute by introducing best practices to address top management issues;

iv. Monitoring management performance and development;

v. Participation in long-term strategic planning

vi. Ability to contribute and monitor corporate governance practices;

vii. Statutory compliance & Corporate governance practices;

viii. Time spent by each of the members;

ix. Core competencies; and

x. Guiding Strategy.

The Directors express their satisfaction over the evaluation process and results thereof.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A separate report on Management Discussion and Analysis is annexed as part of Annual Report along with the Auditors
Certificate in compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details under Section 197(12) of the act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed as Anrtexure-
IV.
However, as per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to
the Members and others entitled thereto, excluding the disclosure on particulars of employees which is available for
inspection by the Members at the Registered Office of the Company during business hours on working days of the Company
up to the date of the ensuing Annual General Meeting.

Disclosures pertaining to Remuneration and Statement showing the names of top Nine employees in terms of remuneration
drawn, as required under Section 197(12) of the Act and Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 (as amended) is not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 and Section 134(5) of the Companies Act, 2013, the Board of Directors
of the Company hereby state and confirm that:

a) Accounting Standard: In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures.

b) Accounting Polities: 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) Proper Efficient and Care: The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

d) Goinf Concern Basis: The Directors had prepared the annual accounts on a going concern basis.

e) Compliance with all laws: The Directors had devised proper system to ensure compliance with the provision of all
applicable laws and that such systems were adequate and operating effectively.

f) Internal Financial Controls: The Directors had laid down internal financial control to be followed by the Company and
that such internal financial control are adequate and operating effectively.

BOARDS COMMENT ON THE AUDITORS REPORT:

No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial statements for
the financial year 2024-25.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies
Act, 2013,

There have no instances of fraud reported by above mentioned Auditors under Section 143(12)oftheActand Rules framed
thereunder either to the Company or to the Central Government during financial year 2024-25.

RISK MANAGEMENT POLICY:

The Board of Directors of the Company has formulated a Risk Management policy which aims at enhancing shareholders
value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of
the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk
assessment and mitigation measures. In the opinion of the Board, none of the risks faced by the Company threaten the
existence of the Company.

The Company has adequate internal control systems and procedures to combat risks. The risk management procedure is
reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial
results of the Company. This policy is also available on the Companys website www.julieninfra.com ,

INTERNAL FINANCIAL CONTROL SYSTEMS:

1. The Company has appointed Internal Auditors to observe the Internal Controls who regularly monitors if the workflow
of the organization is being done through the approved polities of the Company. In every half year ended during the
approval of Financial Results, Internal Auditors present the Internal Audit Report.

2. The Board of Directors of the Company has adopted various policies like Related Party Transaction Policy, Whistle
Blower Policy and other procedures for ensuring the orderly and efficient conduct of its business. The Company system
of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper
accounting controls, monitoring of operations, safeguarding of its asset, prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and timely preparation of financial information.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has established an effective Whistle Blower Policy person to the Companies Act, 2013 and SEBI listing
Regulation, 2015. The said policy may be referred to at the Companys website at the following web link
www.julieninfra.com .

The Whistle Blower Policy aims at conducting the affairs of the Company in a fare and transparent manner by adopting the
highest standard of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are
covered under the Whistle Blower Policy.

A mechanism has been stablished for employees to report concern about un ethical behavior, actual or suspected fraud or
violation of code of conduct an ethics. It also provides for educate safeguards against the victimization of employees who
able the mechanism an allows direct access to the Chairman of the Audit Committee in exceptional cases.

CORPORATE GOVERNANCE :

A report on Corporate Governance pursuant to the provisions of Regulation 34 read with point C & E of Schedule V of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, for the Financial Year ended March 31, 2025 along with
the Auditors Certificate from the Practicing Company Secretaries on its compliance are annexed to this Annual Report.

CEO & CFO CERTIFICATION :

The CEO & CFO Certificate on the financial statements of the Company as required under Regulation 17(8) of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

TRANSFER Of AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to applicable provisions of the Companies Act, 2013 (the Act) read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company have funds lying as unpaid or unclaimed.
Therefore, there was no funds which were required to be transferred to Investor Education and Provident fund (IEPF).

AUDITORS

a) Statutory Auditors:

The Companys Auditors, M/s. M K Kothari & Associates, Chartered Accountants, (FRN: 323923E), who were
appointed with your approval at the 26th Annual General Meeting for a period of five years, will complete their
present term on conclusion of the ensuing 31st Annual General Meeting of the Company authorized by Board of
Director of Company to fix their Remuneration.

b) Internal Auditors:

The Chairman informed to the Board of Director that the Company has received the consent letter from M/s. Sanjeev
Navin & Associates, Practicing Chartered Accountants, PCA. 303741 to act as an internal Auditor of the Company for
the Financial Year 2024-25 with effect from July 31, 2024.

M/s. Sanjeev Navin & Associates, Practicing Chartered Accountants, PCA. 303741, has been re-appointed as an
Internal Auditor of the Company with effect from July 07, 2025 for the financial year 2025-2$ & 2026-27 to carry out
the internal audit functions and activities of the Company on quarterly basis.

c) Secretarial Auditor:

Company has received the resignation letter from M/s. Kalpana Tekriwal & Associates dated July 23, 2024 wherein
they have issued a request to be relieved of their duties to our business concern by stepping down from Secretarial
Auditor position with effect from July 31, 2024.

The Board has appointed M/s. Pooja Bansal, CP No. 18524, Practicing Company Secretaries, as the Secretarial Auditor
of the Company for the Financial Year 2024-25 with effect from July 31,2024.

The Chairman informed that the Board of Directors the Company has received the resignation letter from Mrs. Pooja
Bansal dated March 24, 2025 wherein she has issued a request to be relieved of her duties to our business concern
by stepping down from Secretarial Auditor position. The Board of Directors of the Company do and hereby accept
resignation tendered by them from the position of Secretarial Auditor of the Company with effect from March 29,
2025.

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s. Neha Poddar, {CP No. 12190),
Practicing Company Secretaries to conduct the secretarial audit of the Company for the financial year 2024-25. The
Company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of
the Secretarial Auditor for the financial year 2024-25 is annexed to this report Annexure-1 (MR-3).

There are no qualifications or adverse remarks in their Report.

Also, the Secretarial Compliance Report issued under Regulation 24A of SEBI Listing Regulations is given in Annexure
- VI and forms part of this Report.

As required under SEBI Listing Regulations, your Company has obtained a certificate from the Practicing Company
Secretary that none of the Directors of the Board of the Company have been debarred or disqualified from being
appointed or continuing as Directors of the Board of the Company have been debarred or disqualified from being
appointed or continuing as Directors by MCA/Statutory Authorities. The said Certificate is enclosed as Annexure- VII
and forms part of this Report.

d) Reporting of frauds by Auditors:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of
frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the
Companies Act, 2013.

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COST AUDITOR Infratech Limitet

The Company does not fall within the purview of Section 148 of the Companies Act, 2013 and hence, it is not required to
appoint a cost auditor for the financial year 2024-25.

DISCLOSURES AS MAINTENANCE OF COST RECORDS UNDER SUB SECTION (1) OF SECTION 148 OF THE COMPANIES ACT,
2013

The Company does not fall under the preview of Section 148 of the Companies Act, 2013, and hence it is not required to
maintain any cost records and accordingly such accounts and records are not made and maintained by the Company.

DEPOSITS

Your Company has not accepted any Fixed Deposit under Chapter-V of the Companies Act, 2013 during the financial year and
as such, no amount on account of Principal or interest on Deposits from Public was outstanding as on March 31, 2025.

CODE OF CON DUCT

The Board of Directors has approved a code of Conduct which is applicable to the Members of the Board and all employees
in the course of day-to-day operations of the Company in accordance with the applicable Accounting Standards. The code
laid down bv the Board is known as "Code of Conduct". The code has been posted on the Companys website
"www.lulieninfra.com "

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in Securities
by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Companys
shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and during the period when the Trading
window is closed. The Board is responsible for implementation of the code.

Your Company has adopted a code of conduct for prevention of "Insider Trading" as mandated by the SEBI and same is
available on the website of the Company "
www.julieninfra.com ". The said policy has been revised effective from April 01,
2019 in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

All Board Directors and the designated employees have confirmed compliance with the code.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT
2013

The Company has formulated a policy for the prevention of sexual harassment within the Company, it ensures prevention
and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. Internal
Complaint Committee have been constituted which is chaired by a female employee of the Company in accordance with the
requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which
ensures implementation and compliance with the Law as well as the policy at every unit. There were no cases/ complaints
reported in this regard during the year 2024-25. A copy of the Policy against sexual harassment is posted on the Companys
website www.julieninfra.com .

juuen Agro
Infra tech Limited

PREVENTION OF SEXUAL HARASSMENT

The Company is committed to a safe, inclusive workplace where everyone feels respected and empowered. In line with the
POSH Act, it has adopted an anti-sexual harassment policy and constituted an Internal Committee. No complaints, including
those related to sexual harassment, were received during the year under review.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

The Nomination & Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable
provisions of the Companies Act, 2013 and rules thereto stating therein the Companys policy on Directors, payment of
managerial remuneration, Directors qualifications, positive attribute and independence of Directors by the Nomination &
Remuneration Committee which was revised and reviewed by the Board of Directors. The said policy is furnished as
Annexure-V and forms part of this report and also can be accessed at the Companys website at "
www.iulieninfra.com "

HUMAN RESOURCES

The Company believes in best HR practices by providing its employees a world class working environment, giving them equal
opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is
ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the
Company during the year.

HEALTH SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all applicable laws. The Company has been complying with relevant laws and has been
taking all necessary measures to protect the environment and maximize worker protection and safely.

DETAILS OF SIGNIFICANT AND MATERIA! ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There are no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern
status and Companys operation in future.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year, your Company has compiled with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

INDIAN ACCOUNTING STANDARDS

Pursuant to the Companies (Indian Accounting Standards) Rules, 2015, your Company has to comply with Indian Accounting
Standards (Ind-AS) from April 01,2017. Accordingly, the financial statements of the Company for the financial year 2023-24
have been prepared as per Ind-AS.

COMPUANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

During the Financial Year, our Company has compiled with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

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DEMATERIALIZATION OF SHARES Infratech limit*

100% of the Companys paid-up Equity Share Capital is in dematerialized form as on March 31, 2025 and only 2 share is being
held in physical form. Your Company has already sent three reminders to all concerned shareholders advising them to convert
physical shares into demat form. The Company Registrar is M/s. C 6 Management Services Private Limited, P-22 Bondel Road,
Kolkata - 700 019.

BOARDS AND COMMITTEES

The details of Board and its Committees are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every Company
including its holding or subsidiary and a foreign Company, which fulfills the criteria specified in sub-section (1) of section 135
of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not
required to constitute a Corporate Social Responsibility ("CSR") Committee.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT, 1961

if female employees exist the Company declares that it has duly complied with the provisions of the Maternity Benefits Act,
1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid
maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks
and be flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable
laws.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE, 2016

During the financial year under review, there were NO application/s made or proceeding were pending in the name of the
Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING
LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the Financial year under review, there were NO one time settlement of Loans taken from Banks and Financial
institutions.

SECRETARIAL STANDARDS

Your Company has complied with Secretarial Standard-1 (Board Meeting) and Secretarial Standards-2 (General Meetings)
(together referred to as the Secretarial Standards) w.e.f. 1st October, 2017 as approved by the Central Government and
issued by the institute of Company Secretaries of India (ICSI) under the provisions of Section 118(10) of the Companies Act,
2013.

DATA PRIVACY, DATA PROTECTION, AND CYBERSECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing
reliance on digital infrastructure, the Company has implemented comprehensive cybersecurity and data protection policies,
aligned with industry best practices and the evolving regulatory framework, including provisions under the Information
Technology Act, 2000, and applicable data protection regulations.

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Key initiatives undertaken during the year include:

• Deployment of end-to-end encryption and multi-layered security protocols for data storage and transfer

• Regular third-party cybersecurity audits and vulnerability assessments.

• Employee training programs on data protection and cybersecurity awareness.

• Strict access control mechanisms and implementation of role-based permissions.

• Data breach response protocols in accordance with the CERT-ln guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information and
business continuity.

LIQUIDITY

Your Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the
Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks.
Liquidity also enables your Company to position itself for quick responses to market dynamics.

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31,2025
which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 01,2023, reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record
retention is applicable for the financial year ended March 31, 2025.

Appointment of designated person (Management and Administration) Rules 2014 - Rule 9 of the Companies Act 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is
essential for the Company to designate a responsible individual for ensuring compliance with statutory obligations.

The Company has proposed and appointed one of the Director as a Designated person in a Board meeting and the same has
been reported in Annual Return of the Company.

GENERAL DISCLOSURES

Yours 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:

i. Your Company has not resorted to any buy back of its Equity Shares during the year under review; and

ii. Your Company does not have any subsidiaries;

lii. Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers
or employees.

iv. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise

v. There were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016,
underscoring our financial resilience.

vi. There was no transfer of unpaid and unclaimed amount to Investor Education and Protection Fund (IEPF) during
the year under review.

vii. The requirements for maintaining cost records and undergoing cost audits, as prescribed under Section 148(1) of
the

viii. Companies Act, 2013, were not applicable to our business activities, aligning with our regulatory obligations

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders request/grievance at the minimum. Priority
is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible
time. The Stakeholders Relationship Committee of the Board meets periodically and reviews the status of the Shareholders
Grievances. The shares of the Company continue to be traded in electronic forum and de-materialization exists with both
the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

ACKNOWLEDGEMENT

Your Board sincerely places on record the support extended by the Trade, Shareholders, Companys Bankers, Central and
State Government Authorities, Stock Exchanges, CDSL, NSDL and all other Business Associates for the growth of the
organization. The Board further expresses its appreciation for the services rendered by the Executives, officers, staffs and
workers of the Company at all levels.

We look forward to receiving the continued patronage from all quarters to become a better and stronger Company.

By Order of the Board

For Julien Agro Infratech Limited

 

La lit Sureka

Sandip Dalmia

(Managing Director)

(Whole Time Director)

Din: 01103875

Din: 1015998

 

Place: Kolkata
Date : August 18, 2025

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