To
The Members
Kaiser Corporation Limited
Mumbai
Your Directors are pleased to present the Thirty Second Annual Report of your Company with the Consolidated Audited Accounts for the year ended March 31,2025.
FINANCIAL RESULTS:
(AMOUNT IN LAKHS)
Particulars |
31 March 2025 | 31 March 2024 |
Sales Income |
1979.98 | 2557.50 |
Other income |
193.81 | 34.76 |
Total Income |
2173.80 | 2592.26 |
Expenditure: |
||
Finance costs |
189.93 | 164.45 |
Depreciation and amortization expenses |
15.77 | 17.31 |
Profit before non-controlling interests/ share in net profil/(loss) of associate |
(239.31) | 59.86 |
Share of profit/(loss) of associate |
0.00 | 0.00 |
Profit/(Ioss) before tax |
(239.31) | 59.86 |
Current tax |
1.06 | 20.34 |
Current tax(MAT) |
0 | 0 |
MAT credit entitlement |
0 | 0 |
Deferred tax charge |
(33.35) | (3.62) |
Tax adjustment of earlier years |
(9.91) | (21.20) |
Mat credit |
(0.33) | 8.60 |
Profit/(!oss)after tax (A) |
(196.77) | 55.73 |
Other comprehensive income/(loss)for the year. |
(9.11) | (4.75) |
Total comprehensive income/floss)for the year(A+B) |
(205.89) | 50.98 |
Total comprehensive income/(loss)attributable to: |
||
Owners of the Parent |
(112.18) | 29.58 |
Non-controlling interests |
(93.71) | 21.40 |
Of the Total Comprehensive income/(loss) included above, Profit/(loss) for the year attributable to: |
||
Owners of the Parent |
(107.14) | 32.21 |
Non-controlling interests |
(89.63) | 2.52 |
Of the Total Comprehensive income/(loss) included above. Other comprehensive income/(loss) attributable to: |
||
Owners of the Parent |
(5.04) | 2.62 |
Non-controlling interests |
(4.08) | 2.12 |
Earnings per equity share: (no annualised) |
||
Basic and diluted (in Rs.) |
(0.204) | 0.06 |
CONSOLIDATED :
Your Companys consolidated total income was to the tunc of Rs. 2173.80 lakhs compared to the consolidated income of Rs. 2592.26 lakhs for the previous year with the net loss of Rs. 196.77 lakhs compared to the net Profit of Rs. 55.73 lakhs for the previous year. The Turnover has reduced as compared to the previous year resulting into the loss of Rs. 196.77 lacks on account of overall reduction in the business activities, coupled with the increase in the overhead epenses, however your Directors are confident that the company will be able to generate higher turnover and will be able to generate the Profitability in the current year Your Directors are taking corrective steps to increase the business activities with the control over the expenses and trying to increase its products in the current year.
During the year, Kaiser continued to strengthen its position with increased business activities. In a challenging operating environment, your Company reported a resilient performance.
STANDALONE:
The standalone total income was to the tune of lbs. 73.25 lakhs compared to the standalone income of Rs. 62.62 lakhs for the previous year which has been increased marginally.
Your company with its subsidiary is presently in the business of Compounding for Trunkey project management, engineering services and printing of labels, packaging materials. Magazines and articles of stationery. Your Directors arc taking various steps and has been looking after other lucrative business opportunities.
DIVIDEND
Your Directors do not recommend any dividend for theyear ended March 31,2025.
STATE OF AFFAIRS
There has been no change in the business of the Company during the financial year ended March 31, 2025
RESERVES
The net movement in the reserves of the Company for FY25 and the previous year are as follows:
(Rs. In lakh)
Particulars |
FY25 | FY24 |
Capital Reserve |
14.03 | 14.03 |
Security Premium |
7.01 | 7.01 |
Retained Earnings |
(62.20) | (68.29) |
No amount was transferred to General Reserves.
SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
The Company had only one Subsidiary as on 31 March 2025 and there has been no material change in the nature of the business of the subsidiary. There are no associates or joint venture companies within the meaning of Section 2(6) of The Companies Act, 2013 (Act).
The consolidated financial statements of the company and its subsidiary are prepared in accordance with the accounting standards issued by the Institute of Chartered Accountants of India, forms part of the Annual Report and are reflected in the consolidated financial statements of the company.
Pursuant to the provisions of Section 136 of the Act, the financial statements of the company, consolidated financial statements along with relevant documents and separate audited accounts in respect of its Subsidiary is available on the website of the company.
The annual accounts of its Subsidiary and related detailed information will be kept at the registered office of the company, as also at the registered office of the respective subsidiary company and will be available to Investors seeking information at any time.
A report on the performance and financial position of the subsidiary in AOC-1 is annexed to the report under Rule 8 of The Companies (Accounts) Rules 2014 as per annexure 1.
TRAINING AND HUMAN RESOURCE MANAGEMENT
Morale of our professionals continued to be high. The Company continues to put concerted efforts in recruiting quality people. Development and training programs are undertaken were key focus is being given to areas being employee development, growth and satisfaction along with employee relations during the year. The relationship between management and employees continues to be one of mutual respect, appreciation and cordial.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
In terms of the provisions of Section 178(3) of the Act, the Nomination and Remuneration Committee (N RC) is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. In line with this requirement, the Board has adopted the terms and conditions of appointment of Independent Director and Code of conduct for board members and senior management.
DIRECTORS
As per the provisions of Section 152 of The Companies Act, 2013 Mr. Bhushanlal Desraj Arora retires by rotation and being eligible for appointment offers himself for re-appointment.
Mr. Vipul Dave (DIN: 01189358) was appointed as an Additional Independent Director with effect from 13th February, 2025 but has resigned from the Board with effect from 7th May 2025.The Board places on record its appreciation for his contribution to the company during his tenure as the Director of the company.
The Company has appointed Mr. Gitesh Nimkar ( DIN no 02342111) as an Independent Director with effect from 30 July, 2025. His appointment will be approved at the ensuring 32nd Annual General Meeting by the shareholders of the Company.
The Company has appointed Mrs. Hufrish Variava (D1N:11219649) as an Independent Director with effect from July 30, 2025. Her appointment will be approved at the ensuring 32nd Annual General Meeting by the shareholders of the Company.
All other Independent Directors of the Company comply with the requirements as stated in the Companies Act,2013 in regard to their appointment.
COMPANY SECRETARY :
Mrs. Jinal Palani (Membership no: A 63564) has resigned as Company Secretary and Compliance Officer of the Company with effect from 5tb April 2025. Ms. jinal jain (Membership no: A59185) was appointed as Company Secretary and Compliance Officer of the Company with effect from 7th April 2025.
BOARD MEETINGS AND COMMITTEE MEETINGS :
1. Seven (7) Board meetings were held during the year. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.
2. Four (4) Audit Committee meetings were held during the year. The details of the Audit Committee meetings and the attendance of the Directors are provided in the Corporate Governance Report.
3. One (1) Nomination and Remuneration Committee meeting was held during the year. The details of the Nomination and Remuneration Committee meeting and the attendance of the Directors are provided in the Corporate Governance Report.
4. Four (4) Stakeholder Relationship Committee meetings were held during the year. The details of the Stakeholder Relationship Committee meetings and the attendance of the Directors are provided in the Corporate Governance Report.
5. A separate meeting of the Independent Directors was also held on 18th January, 2025
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act, 2013 and SEB1 (LODR) Regulations 2015 the Board of Directors has carried out an annual evaluation of its own performance. Board committees and individual Directors.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure effectiveness of Board process, participation in the long-term strategic planning, information, functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc.
The Board reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and committee meetings, preparedness on the issues to be discussed, meaning full and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role by other Board members.
A separate meeting of Independent Directors was convened 18th January 2024 to discuss the following aspects:
L Review the performance of Non-Independent Directors and the Board as a whole;
ii. Review the performance of the Chairperson of the Company, taking into account the views of Executive and Non-Executive Directors;
iii. Assess the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
DECLARATION BY INDEPENDENT DIRECTORS
The company has received necessary declaration from each of the Independent Directors, under Section 149(7) of The Companies Act,2013 and that he/she meets the criteria of Independence laid down in Sectionl49(6) of The Companies Act, 2013 and as per Regulation 16 of SEB1 Listing Regulations.
There has been no change in the circumstances affecting their status as independent directors of the Company.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any
DETAILS IN RESPECT OF FRAUD
The Auditors Report doesnt contain any information in relation to fraud.
BOARDS COMMENT ON THE AUDITORS? REPORT
The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.
MATERIAL CHANGES AND COMM ITMENTS
There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
QUALITY INITIATIVES
The Company continues to strengthen its commitment to the highest levels of quality, superior customer experience, best-in-class service management, robust information security and privacy practices and mature business continuity management.
The relevance of Kaiser " integrated Quality Management System (iQMS™) is continually evaluated for new service offerings, emerging delivery methodologies, industry best practices and latest technologies, and adequately upgraded to provide outstanding value and experience to its customers.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of Audit Committee of the Board and to the Chairman and Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies. Based on the report of Internal Audit function, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and the auditor has not identified any material weakness relating to financial reporting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars required to be stated as per the provisions of Section 134 (3) (m) of The Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to your Company.
FOREIGN EXCHANGE EARNINGS AND OUT GO
Foreign Exchange Earnings : NIL Foreign Exchange Out go : NIL
DEPOSITORY SYSTEM
Details of the Depository System are given in the Corporate Governance Report and is attached with the Annual Accounts.
AUDITORS
The Auditors M/S Shabbir & Rita Associates LLP (Firm Registration No. 109420W) Chartered Accountants has been appointed at the 28th Annual General Meeting of the company held on 30th September 2021 for the period of five years.
DETAILS OF SIGNIFICANT MATERIAL ORDERS
No significant and material orders were passed by the regulators or the courts or tribunals that may have an impact on the going concern status and Companys operations in foreseeable future.
ANNUAL RETURN
The Annual Return for FY 2025 is available on the website of the Company at https://www.kaiserpress.eom/cms/3/lnvestor-ReIation
DIRECTOR S RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, and Secretarial Auditors and External consultant(s) and their views performed by management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.
Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
(b) They 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 loss of the Company for that period;
(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts on a "going concern basis";
(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and opera ting effectively.
PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS
During the reporting period, your company has not granted any Loans but has given Corporate Guarantee and has done investments as reflected in financial statement being the part of Annual Report.
RELATED PARTY TRANSACTIONS
All related party transactions entered into during the financial year were on an arms length basis, in the ordinary course of business and were incompliance with the applicable provisions of the Act and the Listing Agreement. The details of the transactions with related parties are provided in the accompanying financial statements.
There were no materially significant related party transactions made by the Company during the year that would have required members approval under Regulation 23 of the SEBl (Listing Obligations and Disclosure Requirements), 2015. The policy on materiality of related party transactions and dealing with related party transactions has been already approved by the Board.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to section 135 of the Companies Act, 2013, company does come under the purview of Corporate Social Responsibility
COST RECORD
The provision of Cost audit as per section 148 does not applicable on the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The company has adopted a Whistle blower Policy, to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company?s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
MANAGEMENT DISCUSSION AND ANALYSIS AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE
Pursuant to SEBI (Listing Obligations and Disclosure Requirements), 2015 the Management Discussion and Analysis and the Corporate Governance Report, is presented in a separate section forming part of the Annual Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at Workplace (Prevention, prohibition and Redressal) Act, 2013.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during F. Y. 2024-25.
ACKNOWLEDGMENTS
The Company would like to acknowledge all its stakeholders, SBI and HDFC Bank and its customers, key partners for their support and all its employees for their dedication and hard work.
The Directors appreciate the continued guidance received from various Regulatory Authorities including RBI, SEBI, Ministry of Corporate Affairs, The Registrar of Companies, The Stock Exchange, Mumbai, Income Tax and GST Authorities.
On Behalf of the Board of Directors
Bhushanlal Arora
Chairman
Place: Mumbai Date: 16th August, 2025
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