Wagend Infra Venture Ltd Directors Report

To the Shareholders,

Your Directors, take pleasure in presenting the 43rd Annual Report and the audited financial statements of the Company for the year ended 31st March 2025.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year ended 31st March, 2025 is summarized below:

(Rs. in Lakhs)

Particulars	2024-25	2023-24
Revenue from operations	-	116.28
Other Income	42.98	54.52
Total	42.98	170.80
Profit / (Loss) before Depreciation and Tax	3.10	0.89
Less: Depreciation	0.00	0.77
Less: Exceptional Item	0.00	0.00
Profit / (Loss) Before Tax	3.10	0.11
Less: Provision for Tax	0.80	0.20
Less: Provision for Deferred Tax	0.00	0.46
Profit / (Loss) After Tax	2.29	(0.56)

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR:

During the year your Company has earned total income of Rs. 42.98 lakhs as against total income of Rs. 170.80 lakhs during corresponding previous year and has earned net profit of Rs. 2.29 lakhs against net loss of Rs. 0.56 lakhs in corresponding previous year.

There was no change in nature of the business of the Company.

DIVIDEND:

In order to conserve the reserves to meet the needs of business operation, the Board of Directors has decided not to recommend any dividend for the financial year.

TRANSFER TO RESERVES:

During the financial year the Company has transferred Rs. 2.29 Lakhs to the General Reserves maintained by the Company.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

No other material changes and commitment were made between the end of financial year and the date of report, which could affect the financial position of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As the company is not falling under the Top-1000 listed entities, based on market capitalization, as at 31/03/2025, the provisions of regulation 34(2)(f) of the Listing Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable.

SHARE CAPITAL:

During the year under review, there were no changes in the capital structure of the Company. Accordingly, The Authorised Share Capital of the Company as on March 31, 2025 was Rs. 10,00,00,000 divided into 5,00,00,000 Equity Shares of Rs. 2/- each and the paid-up Equity Share Capital as at March 31, 2025 stood at Rs.9,42,50,000 comprising of 4,71,25,000 Equity Shares of Rs.2/- each.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on 31st March, 2025 the Company does not have any Subsidiary Company, Joint Venture or Associate Company.

DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013:

Your Company has not accepted any fixed deposits from the public under Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013 and is therefore not required to furnish information in respect of outstanding deposits under and Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2025 is available on the Companys website at the link www.wagendinfra.in.

BOARD OF DIRECTORS

COMPOSITION:

The Board comprises of 4 (Four) Directors, of which 3 (three) are Independent Directors.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year, following persons have been appointed by the Board of the Company:

1) Mr. Atul Kumar Maheshwari, has been appointed as a Chief Financial Officer of the Company w.e.f. 3rd January, 2025;

2) Ms. Prachi Jain (ACS No: A40260) has been appointed as a Company Secretary and Compliance officer of the Company w.e.f. 3rd January, 2025;

During the year, following persons has given resignation from the Company:

1) Mr. Pramod Bhelose (DIN: 02773034), Whole Time Director and CFO of the Company has given resignation w.e.f. 4th October, 2024;

2) Mr. Bahubali Jain (DIN: 06743099), Non- Executive Director of the Company has given resignation w.e.f. 4th October, 2024;

3) Ms. Khadija Zulfeqar Lokhandwala (ACS No: A64489), Company Secretary & Compliance Officer of the Company has given resignation w.e.f. 4th November, 2024

4) Ms. Prachi Jain (ACS No: A40260) Company Secretary & Compliance Officer of the Company has given resignation w.e.f. 03rd September, 2025

INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed thereunder. The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013. Further, the familiarization program for Independent Directors is also available on website of the Company.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non-Independent Director was also carried out by the Independent Directors.

The Board of Directors expressed their satisfaction with the evaluation process.

MEETING OF INDEPENDENT DIRECTORS:

A meeting of the Independent Directors was held on February 02, 2025 pursuant to Section 149(8) read with Schedule V to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

STATEMENT OF COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that the Company has complied with applicable secretarial standards. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met at regular intervals during the year to discuss on the past and prospective business of the Company. The Board met 10 (Ten) times during the financial years on 1st April, 2024; 30th May, 2024; 28th June, 2024; 14th August, 2024; 5th September,2024; 4th October, 2024; 5th October, 2024; 12th November, 2024; 3rd January, 2025; 10th February, 2025. Additionally, several committees meetings were held including Audit Committee, which met 5 (five) times during the year.

The names of the Directors and their attendance at Board Meeting / Committee meeting during the year are set out in detail, which forms part of the Annual Report.

POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION:

The Company strives to maintain an appropriate combination of executive, non-executive and Independent Directors. In terms of provisions of Section 178 of the Companies Act, 2013 the Nomination and Remuneration Committee constituted is interalia consider and recommends the Board on appointment and remuneration of Director and Key Managerial Personnel and the Companys Nomination and Remuneration Policy is attached as Annexure - A.

FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:

The Company with the approval of its Nomination and Remuneration Committee has put in place an evaluation framework for formal evaluation of performance of the Board, its Committees and the individual Directors. The evaluation was done through questionnaires, receipt of regular inputs and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership etc. The evaluation criteria for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

STATUTORY AUDITOR AND AUDIT REPORT:

M/s. Singhvi & Sancheti. Chartered Accountants, Mumbai (Registration No: 110286W) who has been appointed as Statutory Auditor of the company for a period of five years at the 38th Annual General Meeting and their term of office will come to an end in the ensuing Annual General Meeting. Hence the Board of the Company need to appoint another Auditor to act as Statutory Auditor of the company, in place of M/s. Singhvi & Sancheti. Accordingly the Board of the Company, with the consent of the Audit Committee has recommended to appoint M/s. Motilal & Associates LLP. Chartered Accountants, (having ICAI Registration No: 106584W/W100751) to act as Statutory Auditor of the company for a period of 5 years commencing from the conclusion of 43rd Annual General Meeting up to the conclusion of 48th Annual General Meeting to be held in the calendar year 2030, subject to approval of members of the company in the ensuing Annual General Meeting. An eligibility certificate as to their appointment stating that their appointment is well within the prescribed limits under section 141 of the Companies Act 2013, has been obtained from them along with the consent to act as Statutory Auditor of the Company, in accordance with section 139(1) of the Companies Act 2013, read with the Companies (Audit and Auditors) Rules, 2014. M/s. Singhvi & Sancheti., Statutory Auditor of the Company has audited books of account of the Company for the financial years ended March 31, 2025 and haves issued the Auditors Report thereon. There are no qualifications or reservation on adverse remarks or disclaimers in the said report.

The Company has received consent and confirmation from M/s. Motilal & Associates LLP, to the effect that they fulfill the eligibility criteria as prescribed under Section 139 and 141 of the Companies Act, 2013.

Your Directors recommends the appointment as the Statutory Auditors in the notice of ensuing 43rd Annual General Meeting till the conclusion of 48th Annual General Meeting.

There is no audit qualification or observation on the financial statements of Company, by the statutory auditors for the year under review. M/s. Singhvi & Sancheti, Chartered Accountants, (Firm Registration No. 110286W) the Statutory Auditors of the Company, were appointed at 38th Annual General Meeting until the conclusion of 43rd Annual General Meeting of Company in terms of the provisions of Section 139 of the Companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s. Gajab Maheshwari and Associates, Practicing Company Secretaries as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2024-25. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the FY 2024-25 is annexed to this report as Annexure - B.

There is no audit qualification or observation on the financial statements of Company, by the statutory auditors for the year under review.

COST RECORD:

The provision of cost audit as per section 148 doesnt applicable on the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate as per the nature of the business, the size of its operation. The Company has an in-house Internal Audit (“IA”) department that functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. Remediation of deficiencies by the IA department has resulted in a robust framework for internal controls.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which are required by the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 134(5) of the Companys Act, 2013 confirm that:

a) All applicable Accounting Standards have been followed in the preparations of the annual accounts with proper explanation relating to material departures;

b) they have selected such Accounting Policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2025 and of the loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts;

e) The Company follows stringent internal financial controls and that such internal controls are adequate and are operating adequately;

f) There is proper system devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Considering the nature of the Business of your Company there are no particulars, which are required to be furnished in this report pertaining to conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year the Foreign Exchange earnings and outgo of the Company are amounted to Rs. Nil.

AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section and Regulation 18 of the SEBI (LODR) Regulations, 2015. The Composition and the functions of the Audit Committee of the Board of Directors of the Company are disclosed in the Report, which is forming a part of this report.

The Committee was reconstituted on January 22nd 2024 as mentioned below:

Sr. No	Name	DIN	Chairperson/Member
1.	Mr. Yash Surjan	10426017	Chairperson
2.	Ms. Sushma Yadav	07910845	Member
3.	Mr. Munnalal Jain	10478345	Member

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) of Directors was constituted by the Board of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.

This reconstitution was necessitated due to the completion of tenure of Mr. Bahubali Jain, NonExecutive Independent Director, whose term concluded on 04th October 2024, and the appointment of Ms. Kavita Jain as a Non-Executive Independent Director, effective 05th September 2024.

The composition of the Audit Committee before and after reconstitution is as follows:

Sr. No	Name	DIN	Chairperson/Member
1.	Mr. Yash Surjan	10426017	Chairperson
2.	Ms. Sushma Yadav	07910845	Member
*3.	Mr. Bahubali Jain	06743099	Member
**4.	Ms. Kavita Jain	06743099	Member

*Ceased to be a Member of Audit Committee w.e.f. 04/10/2024.

**Appointed as a Member of Audit Committee w.e.f. 04/10/2024.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013 and the Regulation 20 of the SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has constituted the Stakeholders Relationship Committee.

This reconstitution was necessitated due to the completion of tenure of Mr. Mr. Bahubali Jain, Non-Executive Independent Director, whose term concluded on 04th October 2024, and the appointment of Ms. Kavita Jain as a Non-Executive Independent Director, effective 05th September 2024.

The composition of the Audit Committee before and after reconstitution is as follows:

Sr. No	Name	DIN	Chairperson/Member
1.	Mr. Yash Surjan	10426017	Chairperson
2.	Ms. Sushma Yadav	07910845	Member
*3.	Mr. Bahubali Jain	06743099	Member
**4.	Ms. Kavita Jain	06743099	Member

*Ceased to be a Member of Audit Committee w.e.f. 04/10/2024.

**Appointed as a Member of Audit Committee w.e.f. 04/10/2024.

VIGIL MECHANISM:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee. The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board. During the year no such instance took place.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company does not meet any of the criteria laid down in Section 135 of Companies Act, 2013 and therefore is not required to comply with the requirements mentioned therein.

RISK MANAGEMENT:

The Board of Directors is overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed in the Company. The Board itself monitors and reviews the risks which have potential bearing on the performance of the Company and in the opinion of the Board there is no risk faced by the Company which threatens its existence.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employees remuneration and such other details are given as Annexure - C.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of regulation 15 (2) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with Corporate Governance provisions as specified is not applicable during the year 2024-25 as the Companys Paid up Equity Share Capital is not exceeding Rs.10 Crores and net worth is not exceeding Rs. 25 Crores as on 31st March 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF ACT:

Details of the loans made by the Company to other body corporate or entities are given in notes to financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year there are no such details which are required to be disclosed in terms of provisions of Section 188(1) of the Companies Act, 2013, accordingly the requirement to disclose in Form AOC - 2 is not required.

MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:

No material orders were passed by any Judicial Bodies or Regulator against the Company.

IBC CODE & ONE TIME SETTLEMENT:

There is no proceeding pending against the company under the Insolvency and Bankruptcy code, 2016 (IBC Code). There has not been any instance of one-time settlement of the company with any bank or financial institution.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDREMSSAL) ACT, 2013:

The Company believes in creating an environment for its employees, which is free from discrimination. The Company culture embraces treating everyone with dignity and respect and believes in equality irrespective of the gender of an employee. The Company is committed to take progressive measures to increase representation of women particularly at leadership level. During the year there are no such complaints and therefore not required to be reported.

The Directors thank the Companys customers, vendors, investors, business associates and bankers for the support to the Company has also thank the Government, Statutory and Regulatory authorities. The Directors also appreciate and value the contributions made by every employee of the Company.

	For and on behalf of the Board
	Sd/-
	Munnalal Jain
Place: Mumbai	Managing Director
Date:: September 03, 2025