Kaizen Agro Infrabuild Ltd Directors Report

DIRECTORS REPORT

Dear Shareholders.

KAIZEN AGRO INFRABUILD LIMITED

Your Directors are pleased in presenting their 20th (Twentieth) 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 the Report is also available on the website of the Company at "www.kaizenlnfra.com".

SUMMARY OF FINANCIAL HIGHLIGHTS

		(Amount In lacs)
Particulars	Year Ended 31st March, 2025	Year Ended 31st March, 2024
Revenue from Operations	1,967.64	3,250.89
Other Income	97.69	17.74
Total Income	2,065.33	3,268.63
Profit/ (Loss) before Depreciation, Interest & Taxation	55.96	19.38
Less: Interest	1.30	3.73
Less: Depreciation & Amortization	2.07	1.57
Profit/(Loss) Before Exceptional and Extra ordinary items & Tax	52.59	14.08
Less: Provision for taxation	13.73	3.46
Provision for taxation for earlier year	-	-
Deferred Tax	(0.07)	0.20
Profit/ (Loss) after taxation	38.92	10.19

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.

PERFORMANCE OF THE COMPANY

During the year under review the Company has recorded a turnover of Rs.1,967.64/- (Amount in Lacs) in the financial year. The Company has recorded a net profit of Rs.38.92/- (Amount in Lacs) as compared to previous year of profit Rs. 10.19/- (Amount in Lacs).

The Company in spite of many challenges and competitive market conditions was able to achieve satisfactory Sales and Net Profit (After Tax) 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 Companys business and hopeful of better performance with increased revenue in next year.

SHARE CAPITAL

The Company has 514,148,880 Equity Share Capital for the Financial Year ended March 31,2025. The Company has not increased its Capital throughout the year.

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 not 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 2024-2 is Rs. 51,50,00,000/- (Rupees Fifty-One Crore and Fifty lacs only) divided into 515,000,00 (Five Crore one lacs and fifty Thousand) Equity Shares of face value of Rs.10/- (Rupees Ten only) each of Share capital of the Company.

The Paid-up Share capital of the Company stands as Rs. 51,41,48,880/- (Fifty-one Crore forty-one lacs forty-eight thousand and eight hundred and eighty only) crores consisting of 51,414,888 equity shares of Face Value Rs. 10/- (Rupees Ten only)

DIVIDENDS

The Company has not declared dividend during the financial year 2024-25.

STATUTORY RESERVE FUND

The closing balance of the retained earnings of your Company for FY 2024-25, after all appropriations and adjustments, was Rs. 6391.79 Lakhs.

HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES

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

DIRECTORS

Your Companys Board comprises of the following Directors: -

	Directors/Signatory Details
DIN/PAN	Name	Begin date	End date
10163731	Mr. Ankur Hada	20/05/2023	-
10159986	Mr. Pawan Kumar Jhunjhunwala	22/05/2023
02212440	Mrs. Mandeep Kaur Jaiswal	22/05/2023	-
01684171	Mr. Bitu Pal	23/06/2022	14/08/2024
02186565	Mr. Ajay Kumar Khandelwal	28/12/2022	14/08/2024
10204543	Mr. Kanwar Nitin Singh	14/08/2024	07/07/2025
10122918	Mr. Am it Bajaj	14/08/2024	07/07/2025
11170688	Mrs. Kalpana Tekriwal	07/07/2025	-
06652773	Mr. Roshni Gadia	07/07/2025	-

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the Financial Year 2024-25,10 (Ten) 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	29.04.2024	31.05.2024
31.07.2024	14.08.2024	04.09.2024
11.11.2024	26.12.2024	14.02.2025
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.

TRANSFER TO RESERVES

The Company has reported a profit during the financial year ended March 31, 2025, amounting to Rs. 38.92 lacs/- (after tax) and the same is being transferred to Reserve and Surplus.

COMMITTEES OF THE BOARD:

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 Mrs. Roshni Gadia Chairman, Mrs. Kalpana Tekriwal and Mr. Pawan Kumar Jhunjhunwala 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 SEBI (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 Mrs. Roshni Gadia Chairman, Mrs. Kalpana Tekriwal and Mrs. Mandeep Kaur Jaiswai 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 Mrs. Roshni Gadia Chairman, Mrs. Kalpana Tekriwal and Mr. Pawan Kumar Jhunjhunwala 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

No Extra Ordinary General Meeting held during the year under consideration.

POSTAL BALLOT

The Company has not passed any resolution through Postal Ballot for the financial year 2024-25.

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 "Diamond Plaza", 5, Gopi Bose Lane, Kolkata- 700 012.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the financial year ended March 31,2025. The Company entered into trading of agro products and focused mainly on agricultural products.

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

There was no 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.

ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014 is being uploaded in the website of the Company www.kaizeninfra.com

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

No significant events occurred after the date of financial statements.

LOANS, GUARANTEES AND INVESTMENTS

During the Financial year the Company has made Loan, Guarantees, and Advances & Investment within the limits as prescribed under Section 186 of the Companies Act, 2013.

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.kaizeninfra.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 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-U is attached herewith and forms part of this Directors Report.

CONSERVATION OF ENERGY 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

1. Mr. Kanwar Nitin Singh, (DIN: 10204543) has been appointed as an Additional Non-Executive Independent Director of the Company w.e.f August 14, 2024.

2. Mr. Amit Bajaj, (DIN: 10122918) has been appointed as an Additional Non-Executive Independent Director of the Company w.e.f August 14, 2024.

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

4. Mrs. Roshni Gadia (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. Bitu Pal, (DIN: 01684171has resigned as a Non-Executive Independent Director of the Company w.e.f August 14, 2024.

Mr. Ajay Kumar Khandelwal, (DIN: 02186565), has resigned as a Non-Executive Independent Director of the Company w.e.f August 14, 2024.

Mr. Kanwar Nitin Singh, (DIN: 10204543) has resigned as a Non-Executive Independent Director of the Company w.e.f July 07, 2025.

Mr. Amit Bajaj, (DIN: 10122918) 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

In terms of Section 149,152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force), the Independent Directors are appointed for a term of five years and are not liable to retire by rotation.

As required under Section 149(7) of the Act, all the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down in section 149(6) of the Act and Regulation 16(l)(b) and Regulation 25 of Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have confirmed that they have complied with the Companys Code of Conduct.

They have registered their names in the Independent Directors Databank.

In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management.

Further, the Board is also of the opinion that all the Independent Directors of the Company are persons of Integrity and possess relevant expertise and experience to act as Independent Directors of the Company.

d) 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 is available on Companys website "www.kaizeninfra.com".

e) Retirement by Rotation

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. Pawan Kumar Jhunjhunwala, 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 is given 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.

f) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Ankur Hada, Chief Executive Officer and Managing Director (CEO & MD), Mrs. Pooja Agarwal, Chief Financial Officer, Mr. Pawan Kumar Jhunjhunwala Wholetime Director and Mrs. Nikita Rateria, 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.

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 function of the Board 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

i. Frequency of meetings;

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 Annexure-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 ten 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 Policies: 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) Going 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) of the Act and 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.kaiezninfra.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 policies 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.

3. The Company is complying with all the applicable Indian Accounting Standards (IND AS). The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statement reflect the true and fair financial position of the Company.

WHISTLE BLOWER POLICY/VIGIL IWECHAWFEM:

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.kaizeninfra .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 established for employees to report concern about un-ethical behavior, actual or suspected fraud or violation of code of conduct an ethics. It also provide for educate safeguards against the victimization of employees who able the mechanism and 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 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 did not have any funds lying 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 as a Statutory Auditor of the Company at 19th Annual General Meeting for a term of five years, till the conclusion of the ensuing 24th Annual General Meeting of the Company

b) Internal Auditors:

The Chairman informed to the Board of Director that the Company has received the consent letter from M/s. Roshni K Gupta & 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.

c) Secretarial Auditor, Secretarial Compliance Report and other Certificates

Company has received the resignation letter from M/s. Kalpana Tekriwal & Associates dated July 22,2024 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. Hemant Sharma, (CP No.: 17411), 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-I (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.

COST AUDITOR

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 CONDUCT

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 by the Board is known as "Code of Conduct". The code has been posted on the Companys website "www.kaizeninfra.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.kaizeninfra.com". The said policy has been revised effective from April 01,2019 in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

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.

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.kaizeninfra.com"

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 attributes, 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.kaizeninfra.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. Presently your Company does not have any employee falling within the scope of prescribed Section of the Companies Act, 2013 read with companies applied rules.

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 MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:

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 2024-25 have been prepared as per Ind-AS.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING :

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

DEMATERIALIZATION OF SHARES:

100% of the Companys paid up Equity Share Capital is in dematerialized form as on March 31, 2025 and only 5 shares 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. Maheshwari Datamatics Private Limited, 23 R. N Mukherjee Road, 5th Floor, Kolkata - 700 001.

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.

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 TRAH APPUCABIUTY (AUDIT A.WD 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.

DISCLOSURE REQUIREMENTS FOR CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES UNDER REGULATION 30Af2] OF LISTING REGULATIONS:

There are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity as on the date of notification of clause 5A to Para A of Part A of Schedule III of Listing Regulations.

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;

iii. 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 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 Kaizen Agro Infrabuild Limited
	Ankur Hada	Pawan Kumar Jhunjhunwala
Place: Kolkata	(Managing Director)	(Whole- Time Director)
Date : August 21, 2025	Din: 10163731	Din: 10049668