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Kay Cee Energy & Infra Ltd Directors Report

209.15
(-0.97%)
Oct 31, 2025|12:00:00 AM

Kay Cee Energy & Infra Ltd Share Price directors Report

To,

The Members,

Kay Cee Energy & Infra Limited,

Your directors have pleasure in presenting the 11th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31st, 2025.

FINANCIAL PERFORMANCE

A summary of the comparative financial performance of the Company for Financial Year 202425 & 202324 is presented below:

(Rs. In Lakhs)

Particulars

Standalone

Consolidated

Financial Year

Financial Year

Financial Year

ended

ended

ended

31/03/2025

31/03/2024

31/03/2025

Revenue from Operations

15,268.05

6446.52

15,268.05

Other Income

48.89

39.80

48.89

Total Income

15,316.94

6486.32

15,316.94

Total Expenses

13,040.94

5587.88

13,040.99

Profit/(loss) before Tax (EBT)

2,276.00

869.21

2,275.95

Provision for Income Tax (i) Current Tax

580.39

234.60

580.39

(ii) Deferred Tax

2.38

(20.68)

2.38

(iii) Tax of Earlier Year

(12.97)

0.76

(12.97)

Net Profit/(Loss) After Tax

1,706.20

654.53

1,706.15

The Company does not have any subsidiary, joint venture, or associate company as on 31/03/2024; therefore, comparative consolidated figures are not applicable.

STATE OF THE COMPANYS AFFAIRS

The Company is engaged in the business of Engineering, Procurement and Construction business (EPC) and ancillary operations and maintenance services relating to infrastructure interalia products, projects and systems and related activities for power transmission and distribution sector. There has been no change in the business of the Company during the financial year ended 31st March, 2025.

The highlights of the Companys performance are as under:

1. During the year ended 31st March 2025, the Company reported a Standalone total income of INR 15,268.05/ Lakhs, as compared to the total income of INR 6446.52/ Lakhs for the corresponding previous year ended 31st March 2024.

2. For the year ended 31st March 2025, the Company incurred a Standalone total expenditure of INR 13,040.94/ Lakhs as compared to a Standalone total expenditure of INR 13,040.99/ Lakhs for the corresponding previous period ended 31st March 2024.

3. The Standalone Earning Before Tax (EBT) for the year ended March 31st, 2025 amounted to INR 2,276.00/ Lakhs as compared to Standalone Earnings Before Tax (EBT) of INR 869.21/ Lakhs of corresponding period ended 31st March 2024.

4. The Standalone Net Profit for the year ended March 31st, 2025 INR 1,706.20 /Lakhs as compared to Standalone Profit of INR 654.53/ Lakhs for the corresponding period ended 31st March 2024.

5. The basic Earnings per share (EPS) on standalone basis for the year stood at INR 15.57 per share, as compared to INR 7 .61 per share for the previous year.

CONSOLIDATED FINANCIALS

i. Revenue from operations for the year ended on 31st March, 2025 is Rs. 15,268.05/.

ii. total expenditure for the year ended on 31st March, 2025 amounts to Rs. 13,040.99/.

iii. Earning Before Tax (EBT) for the year ended 31st March, 2025 amounts to Rs. 2,275.95/.

iv. Net Profit for the year ended 31st March, 2025 amounts to Rs. 1,706.15/.

Your Directors are pleased to present the strong performance and results for the financial year 202425 and remain optimistic about utilizing the existing resources efficiently to achieve even better outcomes in the future through strategic planning, adoption of latest technology, and effective management practices.

SHARE CAPITAL AND CHANGES THEREON

The Authorised Share Capital as on 31st March, 2025 was INR 13,00,00,000/ divided into 1,30,00,000 Equity shares. The Paidup share capital as on 31st March, 2025 was INR 10,96,00,000/ divided into 1,09,60,000 Equity Shares.

Increase in Authorised Share Capital:

During the year company has increased its authorized capital from INR 11,00,00,000/ (Eleven Crores Rupees) to INR 13,00,00,000/ (Thirteen Crores Rupees), which was approved by the members of the company at the ExtraOrdinary General Meeting held on February 27, 2025.

Increase in Paid Up Share Capital:

During the year under review, there has been no change in the paidup share capital of the Company.

LISTING INFORMATION

The Equity Shares in the Company are in dematerialized form and got listed on NSE EMERGE Platform w.e.f. 05th January, 2024. The ISIN No. of the Company is INE0RCG01017.

RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

DIVIDEND

In view of the Companys strategic focus on reinvestment for future growth and expansion, the Board of Directors has not recommended any dividend on the equity share capital for the financial year 202425. Your Companys policy on Dividend Distribution is available at https: //kayceeenergy.com/investors

UNCLAIMED DIVIDEND AND SHARES TRANSFERRED TO INVESTOR EDUCTION AND PROTECTION FUND ("lEPF):

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund (IEPF).

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend/ shares are transferred to the IEPF Authority can claim their shares/dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules.

During the year under review, the Company was neither liable to transfer any amount to the Investor Education and Protection Fund (IEPF), nor was any amount remain unpaid.

DEPOSITS

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

However, during the financial year the Company has borrowed money(ies) from Directors of the Company in pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time, and said amount is not being given out of funds acquired by him/them by borrowing or accepting loans or deposits from others.

INSURANCE

The properties/assets of the Company are adequately insured.

DETAILS OF SUBSIDIARY. IOINT VENTURE OR ASSOCIATE COMPANIES

During the year as on March 31, 2025, the company has made the investment in Joint Venture Company Suryavayu Renewable and Energy Solutions Private Limited.

A report on the performance and financial position of the Associate Company and the contribution made by it, as included in the consolidated financial statements, is presented in Form AOC1, which is attached to this Report as Annexure I. Additionally, a detailed update on the business operations of the Companys key operating subsidiaries and associate company is provided in the Management Discussion and Analysis (MD&A) section, which forms an integral part of this Annual Report.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part of the Notes to the financial statements provided in this Integrated Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations through this report) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 202425, together with the Auditors Report form part of this Annual Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has established robust internal control systems to ensure the integrity of financial reporting, compliance with applicable laws, and the efficiency of operations. These controls are regularly reviewed and updated to adapt to changing business environments and regulatory requirements. The audit committee periodically reviews the adequacy and effectiveness of the internal controls and risk management processes.

The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year. CA Bansal Manish, Chartered Accountants., Kota was appointed as Internal Auditors for conducting the Internal Audit for the financial year 202324 to 202728 of key functions and assessment of Internal Financial Controls etc. The audit is based on an internal audit plan and approved by the Audit Committee.

STATUTORY AUDITORS & THEIR REPORT

The Auditor, M/s. Goyal Goyal & Co., Chartered Accountants, (FRN: 015069C) were appointed as Statutory Auditor of the Company to hold office from the 9th AGM to the 14th AGM of the company for a term of five years in terms of the first proviso to Section 139 of the Companies Act, 2013.

Further the observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are selfexplanatory and do not call for any further comment.

There are no qualifications or adverse remarks in the Auditors Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Himanshu SK Gupta & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company.

SECRETARIAL AUDIT REPORT & OBSERVATIONS

The Secretarial Audit Report of Secretarial Auditor is annexed herewith as Annexure II.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor.

COST AUDITORS

Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company had not appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 202425.

Further, the Board of Directors has approved the appointment of M/s. Vijay Kant Pareek & Co., Cost Accountants (Firm Registration No.101035), Jaipur as Cost Auditors for conducting the Audit of the cost records maintained by the Company for the financial year 202526.

VIGIL MECHANISM

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in Compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The Policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

The policy is available on the website of the Company at https://kayceeenergy.com/investors.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular basis. The employees of the Company are made aware of the said policy at the time of joining the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure III and is incorporated herein by reference and forms an integral part of this report.

DIRECTORS / KEY MANAGERIAL PERSONNEL

RETIREMENT BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Provisions of retire by rotation of Directors is applicable to the Company, accordingly appointment of Ms. Shalini Jain is proposed as director retirement by rotation in the 11th AGM of the Company.

DETAILS OF BOARD MEETINGS

During the year, 5 (Five) number of Board meetings were held.

Sr. No. Date of Board Meeting

Directors Present

1. 23.05.2024

1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Divyanshu Jain 4. Ashok Kumar Jain 5. Gaurav Anand

2. 03.09.2024

1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Divyanshu Jain 4. Ashok Kumar Jain 5. Gaurav Anand

3. 13.11.2024

1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Divyanshu Jain 4. Ashok Kumar Jain 5. Gaurav Anand

4. 22.11.2024

1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Divyanshu Jain 4. Ashok Kumar Jain 5. Gaurav Anand

5. 28.01.2025

1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Divyanshu Jain 4. Ashok Kumar Jain 5. Gaurav Anand

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby

confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had 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) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f)they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Following changes were occurred during the year in the composition of board of directors and key managerial personnel:

Sr. Name of Director & Kmp

Effective Date of Change

Nature of Change

Change of Designation

Designation

1 Garima Dasot

16/07/2024

Resignation

Independent director

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Boards functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the evaluation of chairperson and the nonindependent Directors were carried out by the independent Directors.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of a director and also a policy for remuneration of directors, key managerial personnel and senior management. The policy is available at the website of company at https://kayceeenergy.com/investors

DECLARATION BY INDEPENDENT DIRECTORS:

Your Company had received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

COMMITTEES OF THE BOARD

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has four (4) Committees viz., Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.

AUDIT COMMITTEE

The Audit Committee comprises of 2 nonexecutive Independent Directors and 1 Executive Director as its Members. The Chairman of the committee is Independent Director.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

During the Financial year 202425, Three (4) meeting of audit committee held on 23.05.2024, 03.09.2024, 13.11.2024 & 31.01.2025.

The Composition of Audit Committee and the details of meetings attended by members during the year are given below.

Name of the Director

Designation in the Committee

Nature of Directorship

No. of Audit Committee Meetings Held & Entitled to Attend

No. of Audit Committee Meetings Attended

Mr. Gaurav Anand

Chairman of Committee

NonExecutive Independent Director

4

4

Mr. Ashok Kumar Jain

Member

NonExecutive Independent Director

4

4

Mr. Lokendra Jain

Member

Managing Director

4

4

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Independent Directors and nonexecutive Director as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 202425, One (1) meeting of the Nomination and Remuneration Committee were held on 23.05.2024.

The Composition of Nomination and Remuneration Committee and the details of meetings attended by members during the year are given below.

Name of the Director

Designation in the Committee

Nature of Directorship

No. of Nomination & Remuneration Meetings Held & Entitled to Attend

No. of Nomination & Remuneration Meetings Attended

Mr. Ashok Kumar Jain

Chairman of Committee

NonExecutive Independent Director

1

1

Mr. Gaurav Anand

Member

NonExecutive Independent Director

1

1

Mr. Divyanshu lain

Member

NonExecutive Director

1

1

The Nomination and remuneration policy available on the website of the company at https://kayceeenergy.com/investors

STAKEHOLDER RELATIONSHIP COMMITTEE

The stakeholder relationship committee comprises Nonexecutive Director, Wholetime Director and one Independent Director as its members. The Chairman of the Committee is an NonExecutive Director.

During the Financial year 202425, One (1) meeting of Stakeholder Relationship Committee was held on 23.05.2024.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:

Name of the Director

Designation in the Committee

Nature of Directorship

No. of Stakeholder Relationship Meetings Held & Entitled to Attend

No. of Stakeholder Relationship Meetings Attended

Mr. Divyanshu Jain

Chairman of Committee

NonExecutive Director

1

1

Ms. Shalini Jain

Member

Wholetime Director

1

1

Mr. Gaurav Anand

Member

NonExecutive Independent Director

1

1

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee comprises Wholetime Director, Nonexecutive Independent Director, and Non executive Director as its members. The Chairman of the Committee is an NonExecutive Director.

During the Financial year 202425, One (1) meeting of Corporate Social Responsibility Committee was held on 05.02.2025.

The Composition of Corporate Social Responsibility Committee and the details of meetings attended by the members during the year are given below:

Name of the Director

Designation in the Committee

Nature of Directorship

No. of CSR committee Meetings Held & Entitled to Attend

No. of CSR committee Meetings Attended

Ms. Shalini Jain

Chairman of Committee

Wholetime Director

1

1

Mr. Gaurav Anand

Member

NonExecutive Independent Director

1

1

Mr. Divyanshu Jain

Member

NonExecutive Director

1

1

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the

year: Nil

b. number of shareholders who approached listed entity for transfer of shares from suspense account during the year:

Nil

c. number of shareholders to whom share were transferred from suspense account during the year: Nil

d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year:

Nil

e. voting rights on shares which remain frozen till the rightful owner of such shares claims the shares: Nil

PARTICULAR OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure IV and forms part of this Report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 none of the employees of the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/ per annum, if employed for whole of the year or Rs. 8,50,000/ per month if employed for part of the year.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure V and forms part of this Report.

EMPLOYERS STOCK OPTION PLAN

The Company has not provided stock options to any employee.

MATERIAL CHANGES DURING THE YEAR

There were no material changes during the year, which may have adverse effect on the operations of the Company except mentioned the below:

a. During the year the company has made the investment of 25,000 Equity Shares of Rs. 10/ each in Joint Venture Company Suryavayu Renewable and Energy Solutions Private Limited.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board from time to time to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company has also adopted and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. The Risk Management Policy has been uploaded on the website of the Company at https://kayceeenergy.com/wpcontent/uploads/2023/10/9.RiskManagementPolicy.pdf

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members/ Shareholders have been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.

The form AOC 2 is attached as Annexure VI with this report.

DETAILS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as follows:

Conservation of energy

Although the Companys operations are not energyintensive, it remains committed to adopting measures that promote energy efficiency and sustainability. Significant steps are undertaken to reduce energy consumption through the use of energyefficient equipment and adoption of best practices. Power consumption patterns are periodically reviewed across all operational locations, and necessary process improvements or technological upgrades are implemented to optimize energy usage and achieve cost savings.

While energy expenses constitute only a small proportion of the Companys overall operational costs, energy conservation is treated as a priority. The management actively encourages all employees and workers to contribute to this initiative by adopting energysaving practices in their daytoday activities.

Technology absorption

i. The efforts made towards technology absorption: The Company has consistently focused on adopting advanced engineering practices, modern construction techniques, and digital project management tools to improve operational efficiency and quality. Continuous upgradation of machinery and equipment, integration of softwarebased design systems, and implementation of safetyenhancing technologies have been key priorities.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution;

Enhanced project execution efficiency and adherence to timelines.

Improved quality, reliability, and durability of EHV transmission line projects.

Reduction in operational costs through process optimization.

Development of innovative solutions tailored to client requirements.

iii. In case of imported technology The Company has not imported any technology during the year;

iv. The expenditure incurred on Research and Development. The Company has not expended any expenditure towards Research and Development during the year.

Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

Particulars

Current Year (202425) (Rs.)

Previous Year (202324) (Rs.)

C.I.F. Value of Imports

NIL

NIL

F.O.B. Value of Exports

NIL

NIL

SEXUAL HARASSMENT

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The summary of sexual harassment complaints during the financial year is as follows:

Particulars

Nos.

Number of complaints of sexual harassment received

0

Number of complaints disposed of during the year

0

Number of cases pending for more than 90 days

0

The Company is committed to provide a safe and conducive work environment to its employees during the year under review. The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

MATERNITY BENEFIT

The Company declares that it has duly complied with the provisions of the Maternity Benefit 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 postmaternity support such as nursing breaks and flexible returntowork 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.

The summary of maternity benefitrelated records for the financial year is as follows:

Particulars

Nos.

Number of women employees working

8

Number of women employees eligible for Maternity Benefit

0

Number of women employees who availed Maternity Benefit

0

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized webbased complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 202425.

INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 202425, the Company received 1 (One) complaints/queries from shareholders through various channels including the SEBI SCORES platform. All complaints were resolved promptly and satisfactorily. As on March 31, 2025, there were no pending complaints.

A summary of shareholder complaints is provided below:

Particulars

Nos.

Number of Complaints Received at the Beginning of the Financial Year

0

Number of Complaints at the Received During Financial Year

1

Number of Complaints at the Resolved During Financial Year

1

Number of Complaints Pending at the End of the Financial Year

0

ANNUAL RETURN

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at https://kayceeenergy.com/investors

CORPORATE GOVERNANCE REPORT

The Company has listed its specified securities on the NSE EMERGE Platform therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) and (t) of subregulation (2) of regulation 46 and paraC, D and E of Schedule V are not applicable to the Company. Hence, the said report is not applicable to your company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFTER BALANCE SHEET DATE

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report Except:

a. During the year company has allotted the 12,64,000 (Twelve Lakhs Sixtyfour Thousand) Equity Shares of INR 10/

each through QIB (Qualified institution Buyers) vide Allotment Resolution dated 24rd April, 2025.

b. During the year company has appointed Ms. Sawari Tushar Mehta (Din: 10627638) As Additional NonExecutive

Independent Director with effect from 01st August, 2025.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year ended March 31, 2025, the Company incurred CSR contribution of INR 13,89,468/ (Rupees Thirteen lakh eightynine thousand four hundred sixtyeight Only). The CSR initiatives of the Company were under the area of Promoting Education Activity, Education & Literacy, Health & Family Welfare and Eradicating hunger, poverty, Agriculture and Rural Development & Poverty Alleviation.

Further, the information pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure VII outlining the main initiatives during the year under review. Further, your Company has obtained certificate from Chief Financial Officer as required under Section 135, of the Companies Act, 2013.

CSR Policy of the Company the CSR Policy of the Company is available on the website of the Company at https://kayceeenergy.com/investors

The projects that will be undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013.

PREVENTION OF INSIDER TRADING

Your company has adopted the Code of Conduct on Prohibition of insider trading and Code of Conduct for Directors and Senior Management Personnel for regulating the dissemination of Unpublished Price Sensitive Informatio n and trading in security by insiders.

INDUSTRIAL RELATIONS

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and companys operations.

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

There were no applications which are made by or against the company under The Insolvency and Bankruptcy Code, 2016 during the year.

ACKNOWLEDGEMENT

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Registered Office: By Order of the Board of Directors of

: G249, Indraprastha Industrial Area, Kay Cee Energy and Infra Limited

Road No. 5, Opposite Pashan Bhawan Talwandi Kota, Rajasthan,

India, 324005.

Date: 02nd September, 2025 SHALINI JAIN LOKENDRA JAIN

WHOLETIME DIRECTOR & CFO MANAGING DIRECTOR

DIN:07071215 DIN:07071212

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