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Kings Infra Ventures Ltd Directors Report

165.1
(0.98%)
Oct 10, 2025|12:00:00 AM

Kings Infra Ventures Ltd Share Price directors Report

DIRECTORS REPORT

To

The Members,

Kings Infra Ventures Limited

The Directors are pleased to present the 37th Annual Report on the business and operations of the Company and its subsidiaries, together with the audited standalone and consolidated Ind AS financial statements for the financial year ended 31st March, 2025, and the comparative financial statements for the financial year 2023-24.

FINANCIAL RESULTS (Standalone)

Particulars

2024-2025 (In Rs.) 2023-2024 (In Rs.)

Revenue from Operations

1,23,82,12,587.00 904,115,295.00

Other Income

80,42,741.55 18,42,991.29

Total Revenue

1,24,62,55,328.55 90,59,58,286.29

Total Expense

1,06,89,56,252.21 80,02,03,000.26

Profit before Interest, Depreciation and Tax

24,35,37,127.88 14,60,93,919.60

Finance Cost

5,36,80,943.82 3,58,82,947.19

Depreciation and Amortization

1,25,57,107.72 44,55,686.48

Profit (Loss) before Tax

17,72,99,076.34 10,57,55,286.03

Profit (Loss) after Tax

13,15,36,906.76 7,76,70,169.71

Other comprehensive income/ (loss) (net of tax expenses)

1,57,621.63 7516.88

Total comprehensive (loss)/income for the period

13,16,94,528.40 7,76,77,686.59

FINANCIAL RESULTS (Consolidated)

Particulars

2024-2025 2023-2024

Revenue from

1,23,82,12,587.00 90,41,15,295.00

Operations

Other Income

72,59,501.82 18,42,991.29

Total Revenue

1,24,54,72,088.82 90,59,58,286.29

Total Expense

1,07,06,69,341.16 80,22,74,956.04

Profit before Interest, Depreciation and Tax

24,10,46,909.87 14,40,31,426.50

Finance Cost

5,36,87,054.49 3,58,92,409.99

Depreciation and Amortization

1,25,57,107.72 44,55,686.48

Profit (Loss) before Tax

17,48,02,747.66 10,36,83,330.25

Profit (Loss) after Tax

12,90,40,310.08 7,55,97,953.93

Other comprehensive income/ (loss) (net of tax expenses)

1,57,621.63 7,516.87

Total comprehensive (loss)/income for the period

13,02,31,191.48 7,64,54,684.07

REVIEW OF OPERATIONS

During the financial year 2024-25, the total consolidated turnover of your Company stood at Rs.1,24,54,72,088.82, reflecting a significant increase of 37.5% compared to the previous financial year. Revenue from operations for the year ended 31st March, 2025 amounted to Rs.1,23,82,12,587.00. This represents an increase in total revenue by Rs.33,95,13,802.53 over the previous year.

Depreciation and amortisation expenses for the year stood at Rs.1,25,57,107.72. The total comprehensive income of the Company for the year was Rs..13,02,31,191.48

The Management Discussion and Analysis section provides an in-depth review of the Companys strategies for growth, as well as a comprehensive analysis of the performance of its businesses and operations during the financial year.

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year on 31st March, 2025 and the date of this Report.

TRANSFER TO RESERVES

The Board wishes to inform that no amount was transferred to the reserves during the financial year ended 31st March, 2025.

DIVIDEND

The Directors do not recommend the payment of any dividend for the financial year ended 31st March, 2025.

DEPOSITS

The Company has not accepted any deposits from the public during the financial year under review. Accordingly, no amount in respect of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

UNSECURED LOAN FROM DIRECTORS AND PROMOTORS

The details of unsecured loan(s) from Directors of the Company for the period under review are as follows;

SI.No

Name of Director

2024-2025 2023-2024 Additions/ Reductions
1 Shaji Baby John 2,82,05,307.45 30,341,807.45 (21,36,500)
2 Baby John Shaji 0 0 0
3 Rita Shaji John 63,22,888.76 6,322,888.76 0
TOTAL 3,45,28,196.21 3,66,64,696.21 (21,36,500)

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

Except for Kings Maritech Ecopark Limited and Kings SISTA360 Private Limited, your Company does not have any other subsidiaries, joint ventures, or associate companies as on the date of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no 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 as at the end of the financial year and of the profit of the Company for that year;

(c) The Directors have 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) 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; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the Whole-time Key Managerial Personnel (KMP) of the Company as on the date of this Report:

• Mr. Shaji Baby John - Chairman & Managing Director

• Mr. Baby John Shaji - Joint Managing Director

• Mr. Balagopalan Veliyath - Whole-time Director

• Mr. Lalbert Aylasilisi - Chief Financial Officer

• Ms. Nanditha T - Company Secretary & Compliance Officer

Mr. Seni Prabhakaran and Dr. Issac P John were inducted into the Board as Additional Directors in the capacity of Non-Executive Independent Directors with effect from 2nd September, 2024.

Further, Adv. Narayana Pillai Rajendran and Adv. Rathina Asohan, Non-Executive Independent Directors, shall retire from the office of Directorship on 25th September, 2024. Mr. Seni Prabhakaran and Dr. Issac P John have been regularized as Non-Executive Independent Directors of the Company, subject to the approval of shareholders at the Annual General Meeting scheduled on 29th September, 2024.

The Board has received declarations from all Independent Directors pursuant to Section 149(6) of the Companies Act, 2013, confirming that they meet the criteria of independence. The Company has in place a policy on Directors appointment and remuneration, which includes criteria for determining qualifications, positive attributes, and independence of a director.

The Board carried out a formal annual evaluation of its own performance, as well as that of its committees and individual directors. None of the Directors of the Company are disqualified under Section 164 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT.

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, i.e., 31st March, 2025, and the date of this Report.

MEETINGS OF THE BOARD

During the financial year, five (5) meetings of the Board of Directors were held. Details of these meetings, including dates and attendance, are provided in the Corporate Governance Report.

STATUTORY AUDITOR

M/s. Elias George and Co., Chartered Accountants (FR No. 000801S), Kochi, were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 28th September, 2022, to hold office for a term of five consecutive years. The Company has obtained the necessary certificate from the Auditors pursuant to Section 139(1) of the Companies Act, 2013, confirming their eligibility for appointment.

The Auditors Report for the financial year ended 31st March, 2025, is unqualified and does not contain any reservation or adverse remarks. Further, pursuant to Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incidents of fraud to the Audit Committee during the period under review.

SECRETARIAL AUDITOR

The Board has appointed M/s. SEP & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2025-26 for a term of 5 (five) consecutive years, commencing from 1st April, 2025.

The Secretarial Audit Report on the compliance with applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreements, Standards, etc., as stipulated under Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report.

The findings of the Secretarial Audit have been satisfactory.

PUBLIC SHAREHOLDING

Approximately 31.21% of the paid-up equity share capital of the Company is held by public shareholders.

LISTING AND DEMATERIALISATION

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. Shareholders are encouraged to convert their physical shareholdings into dematerialized form to avail the benefits of the demat facility provided by NSDL and CDSL at the earliest.

Please note that, as per regulatory requirements, the transfer of shares in physical form has not been permitted since 5th December, 2018.

EXTRACT OF ANNUAL RETURN

The Annual return in form MGT-7 as required under Section 92 of the Act read with Companies (Management & Administration) Rules, 2014, is provided on the website of the Company.

AUDIT COMMITTEE

Details regarding the composition, roles, and meetings of the Audit Committee are provided in the Corporate Governance Report.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties during the year under review were on an arms length basis and in the ordinary course of business. There were no materially significant related party transactions that could have had a potential conflict with the interests of the Company.

The Company did not enter into any other contract, arrangement, or transaction with related parties that could be considered material as per the Listing Agreement with Stock Exchanges during the reporting period. Apart from the transactions for which approvals were duly obtained, the Company did not engage in any materially significant related party transactions with promoters, directors, key managerial personnel, or other designated persons during the year. Accordingly, Form AOC-2 is not applicable to the Company.

There were no transactions with any person or entity belonging to the promoter/promoter group holding 10% or more shareholding in the Company.

The Board of Directors, on the recommendation of the Audit Committee, has adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules thereunder, and the Listing Agreement. This policy has been uploaded on the Companys website.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INFLOW & OUTFLOW

Pursuant to the provisions of Section 134(3)(m) and Rule 8(3)(A) of the Companies (Accounts) Rules, 2014, the details relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo are provided below.

(a) Conservation of energy &Technology absorption

Your Company continues its efforts to enhance energy conservation and optimize energy utilization efficiently, with a commitment to nurturing and preserving the environment. It actively explores and adopts the latest technologies in its operations, embracing sustainable business practices that align with globally accepted standards.

(b) Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year:

The Foreign Exchange outgo during the year in terms of actual outflows: NA.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Listing Agreement with Stock Exchanges, the Report on Corporate Governance, along with the Auditors statement on its compliance, and the Management Discussion and Analysis have been included as separate annexures to this Annual Report.

STRATEGIC INITIATIVES

1. Fresh Investments in Subsidiaries

Investment of Rs.6.22 crore in subsidiary Kings Maritech Eco Park Ltd to strengthen vertical integration.

The project has secured in-principal sanction of Rs.100 crore term loan from a nationalised bank, ensuring strong financial backing.

Focused on deploying Al-enabled indoor precision aquaculture technology, boosting production cycles from 2 to 5 per annum, enhancing output and efficiency.

2. Farm Division Expansion

Rolled out a farm leasing program under a lease- cum-revenue sharing model.

This initiative has increased shrimp farming capacity by over 50% through greater farmer participation.

Aims to drive higher productivity, lower production costs, improved quality consistency, and better margins.

3. Capacity Enhancement

Commissioned a new factory with a production capacity of 1,800 MT per annum in Q4 FY25.

This capacity boost is set to expand export reach and support cost optimization efforts. These strategic moves are expected to drive a substantial increase in both the top line and bottom line in FY 2025-26.

PERSONNEL

None of the employees of the Company received remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees and Directors of the Company, is part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions of Section 135, the Rules thereunder, and Schedule VII of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee on 30th August, 2023. The Committee comprises the following members:

• Mr. Baby John Shaji - Chairman

• Mr. Shaji Baby John - Member

• Mr. Thirunilath Vinayakumar - Member

The Company hasframed a Corporate Social Responsibility Policy in accordance with Section 135 and Schedule VII of the Companies Act, 2013. The policy outlines the activities to be undertaken by the Company as specified in Schedule VII and has been duly approved by the Board of Directors.

The CSR Committee recommends the amount of expenditure to be incurred on CSR activities and monitors the implementation of the Corporate Social Responsibility Policy from time to time.

As a responsible corporate citizen, Kings Infra Ventures Limited is committed to actively contributing to the social welfare of the community. The CSR Policy is available on the Companys website and can be accessed at https:// www.kingsinfra.com/policies/csr-policy/.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism to provide a platform for Directors and employees to report concerns relating to unethical behaviour, actual or suspected fraud, or violations of the Companys Code of Conduct.

This mechanism ensures that whistleblowers can report such matters confidentially and without fear of retaliation, thereby promoting transparency and accountability within the organization.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (POSH)

Your Company has always believed in providing a safe and harassment-free workplace for every employee. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder, the Company has adopted a Policy on Prevention of Sexual Harassment at Workplace. An Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment and is fully functional.

During the financial year [2024-25], the following details are disclosed pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 (as amended in 2025):

Number of complaints received during the year:

0

Number of complaints disposed of during the year:

0

Number of complaints pending for more than 90 days:

0

Number of workshops or awareness programmes carried out:

Nil

Nature of action taken by the Company, if any:

Not Applicable

The Company affirms that it has complied with the provisions relating to the constitution of the ICC and has ensured that proper mechanisms for prevention and redressal of sexual harassment are in place.

MATERNITY BENEFIT COMPLIANCE

The Company affirms that it has complied with all provisions of the Maternity Benefit Act, 1961 during the year under review and continues to support employees by extending maternity and related benefits in accordance with law

EMPLOYEE DEMOGRAPHICS

In accordance with the requirements of Rule 8 of the Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Second Amendment Rules, 2025, the details of the number of employees of the Company as at the end of the financial year, based on gender, are as follows:

The Company remains committed to fostering a diverse and inclusive workplace and ensures equal opportunities for all employees, irrespective of gender.

Category

Number of Employees

Male

27

Female

6

Transgender

0

Total

33

ISSUE OF SECURED NON-CONVERTIBLE DEBENTURES

The Board of Directors of the Company vide resolutions dated 14th February, 2024 approved the issue of secured redeemable non-convertible Debentures (‘NCD) of Rs.1000/- each aggregating to Rs.12,50,00,000 on a private placement basis for meeting its ongoing funding requirements for expansion. The issue is secured by creating sufficient charge on Companys in favour of Debenture Trustee M/s. Vistra ITCL Limited.

In order to further expand its aquaculture division, the company may offer Non-Convertible Debentures (NCDs) to identified investors, subject to necessary approvals and consents. The Company had issued 101825 debentures with a face value of Rs.1000/- aggregating to Rs.10,18,25,000/- on 12th February 2025.

The Company has consistently maintained adequate security coverage, has maintained regular payment of interest and principal, and the partial release of assets of the Company shall not adversely affect debenture holders interests. A credit rating of IVR BB stable has been assigned to the Company by CRISIL Ratings Limited.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has granted loans to subsidiary company during the year. The Company has not made guarantees or investments during the year.

BUSINESS RISK MANAGEMENT

The details of Risk Management Policy are included in the Management Discussion & Analysis, which form part of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which form part of this report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy of the Company, formulated pursuant to Section 178 of the Companies Act, 2013, read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactments thereof for the time being in force).

The salient aspects of the Nomination and Remuneration Policy are outlined in the Corporate Governance Report, which forms part of this Annual Report. The full policy is available on the Companys website at http://www. kingsinfra.com/policies.html.

The statement containing the details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended by the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is annexed as Annexure C and forms part of this Report.

LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the annual listing fee for the year 2025-26 to BSE where the Companys shares are listed.

BOARD EVALUATION

The Board of Directors carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed

by Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements), Regulation, 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition, its structure, its effectiveness, information and functioning.

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 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 like preparedness on issues to be discussed, meaningful and constructive contribution and inputs during meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The performance of non-independent directors, the board as a whole and the Chairman was evaluated by the Independent Directors taking into account the views of executive directors and non-executive directors.

GENERAL

Your 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:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise

2. Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.

3. Disclosure regarding remuneration or commission to the Managing Director or the Whole-time Directors from subsidiaries is not applicable since there are no subsidiaries.

4. There is no change in the nature of business.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationships with its employees at all levels and looks forward to their continued support and higher level of productivity for achieving the targets set for the future.

INVESTOR RELATIONS

Your Company always endeavours to keep the time of response to Shareholders request at the minimum. Priority is accorded to address all issues raised by the

Shareholders and provide them a satisfactory reply at the earliest possible time. The shares of the Company are listed in Bombay Stock Exchange and continue to be traded in electronic form and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

ACKNOWLEDGEMENT

Your directors wish to place on record their gratitude to Bankers, Share Transfer Agents, Auditors, Customers, Suppliers and Regulatory Authorities for their timely and valuable assistance and support. The Board values and appreciates the professionalism, commitment and dedication displayed by employees at all levels. Your directors are thankful to the shareholders for their continued support and confidence.

By Order of Board of Directors

Sd/-

Shaji Baby John

Chairman & Managing Director DIN: 01018603

Sd/-

Baby John Shaji

Joint Managing Director

DIN: 03498692

Kochi

13.08.2025.

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