Kaizen Agro Infrabuild Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Vour Dtractors are plated in presenting their 20th (TwentTethJ Directors Report on the business and operations
of your Company together wfth the Audited financial Statements and the Auditors'' Report of your Company ter
the financial year ended March 31, 2025.

The PDF version of the Report is also available on the website of the Company at ''Ww.tafKnInfra.som''*.
SUMMARY OF FINANCIAL HIGHLIGHTS

Pa rtf cu Ian	Year Ended 31st March, 2025	Year Ended 31st March, 2024
Revenue from Operations	1,367.64	3,250.69
Other Income	97.69	17.74
Total Income	2,065.33	3,263,63
Profit/ (Loss) before Depredation, interest & Taxation	55,96	1938
Less: Interest	1.30	5,73
Less: Depreciation &. Amortization	2,07	1.57
Proflt/(L7ivs) Before Exceptional and Extra ordinary items &
Tax	52.59	14.03
Less; Provision for taxation	13.73	3.46
Prevision for taxation for earlier year	-	-
Deferred Tax	(0,07)	0.20
Profit/ (Loss) efter taxation	33.32	10.19

Hflle; The above-mentioned figures m the Financial Highlight is based on the Report of Salaries Sheet. The
Company has prepared the financial statement in accordance with the Companies (Indian Accounting Stendaias)
Rules, 2015 presen bed under Section 153 of the Companies Act, 2013.

PERFORMANCE OF THE COMPANY

During the year under review the Company has recorded a turnover of Us. 1,967,64/- (Amount in Lacs) in the
financial year. The Company has recorded a net pmflf of R$ 33,92/- (Amount In Ucs) 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 ro achieve satisfactory
Sales and Net Profit (After To*) figures. The management Is of the opinion that In the coming future as the overall

situation seems to he to oe improving and Directors are optimistic about Company''s business and hopeful of
better performance with increased revenue In next year,

SHARE CAPITAL

The Company ha; 514,143,880 Equity Share Capital for the Financial Year ended March r 1, 2025. "he Company
lias not increased its Capital throughout the year

CHANSE IN THE NATURE Of BU5WE55

There has been no change in the nature of the business of your Company during the financial year ended March
31,2025.

CHANGE tfl 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 chang e* its capital structure 3ntf the authorized snd
paid-up share capital as oh 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 Croce one lacs and fifty Thousand) Equity Shares
office 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. 51,41,48,830/- (Fifty-one Crore forty-one lacs forty-eight
thousand and eight hundred and eighty only) crones consisting of 51,414,888 equrty shares of Face value * 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 FV 2024-25, after all appropriation^ And
adjustments, was % 6391,79 Lakhs,

HOLDlNS/SUBSlDlARV/ASSOCIATE COMPANIES

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

DIRECTORS

lout Company''s board comprises of the following Directors: -

Directort/SJ^nwory Details
DIN/PAN	Namt	Begin date End date
101 ^731	Mr. Ankur Ha da	20/05/2023 -
10159966	Mr, PawanKumarJhunjhunwala	22/Q5/2U23
02212440	Mrs, Mandeep Kaur iaiswal	22/05/2023	-
01684171	Mr Bltu Pal	23/06/2022	14/D8/2024
02185565	Mr AjayKumarKhandeiwal	73/12/2022	14/06/2024
10201543	Mr, Kan war Nilin Singh	14/08/2024	07/07/2025
1012291S	Mr, Am It Bajaj	14/03/2024	07/07/2025
111706&S	Mrs. Kalpana Tekrlwal	07/07/2025	-
06652773	Mr. Itoshn! GadTa UT/07/2025 -

MUM BE R QFJMEET1M GSQF BOAR D OF DIRECTORS

During the financial Year 2024-25, 10 (ten) meetings of the Board of [lincctors were held The Provisions of
Tom panics Act, 201.: and Listing Obligations end Disclosure requirements (LODR) were adhered to while
considering the maximum time gap between any two meetings was less than one hundred sod twenty days.
Details of the Hoard 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 MewUnfis were held art* given below

03.04.2024	29.04.2024	31.05.2024
31.07.2024	14-OS. 2024	04.US.2024
11,31,2024	26.12.2024	14.02,2025
29,03.2025

MEETING OF INDEPENDENT DIRECT QRS

During the year under review, a separate meeting of independent Directors was held on March 23,2025 wherein
the performance of the No min dependent 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
Company''s management and the Board of Directors of the Company,

TRANSFER TO RESERVES

The Corn pa nv has reported a profit during tne financial year ended March 31,3025; iHiDuming re to, 3 $.92 lacs/-
(after tax) and the 5ame is being transferred to Reserve and Surplus

COMMITTEES OF THE BOARD:

The Company has constituted / reconstituted various Board levei committees in accordance with the requirements
of the Companies Act, 2013 and SEBI (Listing Obligations S Disclosure Requirements) Regulations. 2015. Details of
all the Committees along with their composition and meetings held during the year under review arc 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 Tekhwal and Mr. Pawan
Kumar lhun|hunwala 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 tead with the rules made thereunder and Regulation IE of SEEM (LDDR) Regulations, 2015 has
been furnished In the Corporate Governance Repo it forming a part of this Annuel Report “here has heer» no
instance where the Board has riot accepted the recommendations of the Audit Committee,

NOMSWfJ! ON_S_REM.Ujg eRATIQN COMMITTEE:

The Nomination & Remuneration Committee presently comprises of Mrs Roshni Gadia Chairman, Mrs. Kaipana
Tekriwai and Mrs, Mendeop Kaur Jaiswal 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 17E (1) of the Companies Act, 2t)l3 read with the rules made thereunder
and Regulation 19 ofSEBI (LODR) Regulations, 2015 hasten 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 Chairmen. Mrs. Kaipana
Tekrlwal and Mr Pa wan Kumar Jhunjhunwala as Members. The terms of reference of the Stakeholders Relationship
Committee and the particulars of the meetings held end attendance thereat are in accordance with the
requirements mandated under Section 17B (5) of the Companies Act, 2013 read with the rules made thereunder
and Regulation 20 of SEBI (LCJDR) Regulations, 2015 has been furnished in the Corporate Governance Report forming
a part of this Annual Report,

PARTICULARS OF THE EXTRA-ORDINARY GENERAL MEETUNG OF THE COMPANY HELD DURING THE YEAR

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

POSTAJ BALLOT

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

Meetings d> iTia msmbtf>

The Last Annual General Meeting of the Company Tor the financial year 2QI3’24 was held on September 30, 2024
at "Diamond Plaza", 5, Gopi Bose Lane, KolUta- 7(X)Oi2.

®ANGf JN THE NATURE QF BUSINESS. I FAN V

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 ofagro products and focused mainly on agricultural products.

MATERIAL changes AND COMMn-MEWTS AFFECTING FINANCIAL POSmON OF THECDMPANY OCCURRING
AFTER ftAUNCEdHEET DATS

There was no material changes and rajmmttments 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.

AftNUAl RETURN

The Annual Return pursuant to the provisions ot 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 .fcalienlnfra.tum

EVENTS SUflSEOUEWTTPffiE DATE Of FINANCIAL STATEMENTS

No sigrtrlicant events occurred after the date of flrandal statements.

LOANS, GUARANTEE^ AND INVESTMENTS

During the Financial year the Company has made Loan. Guarantees, and Advances & investment within the limit; a;
prescribed under Section IBh of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES;

A Related Party Transaction Policy has been formulated bv the Board cf Directors for determining the materiality of
transaction:-with related parties and dealing with them. The said policy may bs referred to at the Company''s websrta
at ^wW''yw-kaj?eninfra.com''^J,

The Audit Committee reviews all related party transactions. All contracts or rtrvangements with related parties,
entered into or modified dur ing the financial ye-ir, within the meaning of Section tftS (1) of Companies Act, 1013
wore In ordinary course of business and on aim''s length basis and In compliance with the applicable provisions nf
the Companies Act, 2013 and the Listing Regul$tion.

There are no material contracts or arrangements entered into by i he Company during the year with Related Parties.
There ere no materially significant related party transactions entered Into bv the Company with promoterj..
directors, tey managerial personnel or other designated persons or related party as per definition contained u/s
2(7E) of the Act, which may hava a potential conflict with the interest of the Company at lan»e Accordingly, the

disclosure of Related Party TranssctlcHi as required under section 134(3) (It) of the Companies (Accounts) Rules,
2014 In Form AOC-2 has been enclosed asAttnexare-ll is attached herewith and forms pen of this Director''s Report.

CONSERVATlOhOLfiNERfiV AND TECHNOLOGY ABSORPTION AffD FOREIGN EXCHANGL^RNINGS AND OUTGO i

Particulars of Conservation of energy, technology absorption and foreign exchange and outgo as requited under
Section 134 [3)(mj of the Companies Act, 2013 read wirh Rule 8(3} of the Companies (Accounts) Rules, 2014 are not
applicable to the Company, The disclosures are annexed as Amexure-W arid forms part of this Annual Report,

DETTArLS OF DIRECTORS AMP KEY MANAGERIAL PERSONNEL

During the period the Board of the Company was reconstituted forth* purpose of better growth and expansion and
diveisiffcarion of the business of the Company.

a) Aji polntment of independent Director

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

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

^ Mrs. Kaipanfr Tekriwal (DIN: 11170680) has been appointed as an Additional Non-Executive Independent
Director of the Company w.e.f July 07,2025,

4, Mrs Roshni Gad la (DIN: 06652773) has been appointed as an Additional Non-Executive Independent
Director of the Company w.e.f July 07,7025

b} Cessation In Dlreaorghlo tWinj ths Yea r

Mr, Uitu Pal, (DiN: 0168417lhas resigned as a Non-Executive independent Director of th« Company w.e.f August 14, 2024

Mr Ajay Kumar Khandefwal, (DIN: 021S6563), has resigned as a Non-Executive independent Director of the Company w.e.T
August te, 2U24

Mr. Kanwar Nitin Singh, (DfN: 1020454,3) nas resigned as a Non-Executive Independent: Director of the Company w.e.f July
07, 2025.

Mr. Am it Baj&i, (DIN: J0122918) has resigned as a iMcn-Executlve independent Director cf the Company w.e.i July 07. 2025.
c) Stetamant c*n dKlBraegrLKlY^hpYJndeperHitent Orrectors

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

As required under Section 149(7) of the Act, nil the Independent Directors of the Company have given declarations
that they meet the criteria of independence as iaid down in section 149(6) of the Act end Regulation I6[l)(b) and
Regulation 25 of Listing Regulations, There has ueen no change in the circumstances affecting their status as
Independent Directors of the Company

The Independent Directors have confirmed that they have compiled with the Company''s 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 51?Bi Listing
Regulations and are independent of the management

f urther, the Board is also of the opinion that all the Independent Directors of the Company are persons of Integr ity
and possess relevant expertise and experience to act as independent Directors of the Company.

d) FareiliarizatMLProi;ramme undertaken fat 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
lb (7} of the SEBI (Usrlng Obligations & Disclosure Requirements) Regulations, Z015 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 hi left 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 ihe various provisions of the Companies Act, 2013, SEBI [LODRJ 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 Company^ website ''''www.karzeninfra.com”

Retirement Rotation

During the financial year 2024-25, the Company has three Won-Executive independent Directors, one Managing
Director and one Whole Time Direcroi According to Companies Art, 2013 independent Director is not liable to
retire by notation and Mr Pa wan Kumar Jhunjhunwsla, Whole-Time Direaor 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 f re-appointment required under Regulation 36 (31 of the SEbl
(|J sting Obligations & Disclosure Requirements) Regulations, 2015 Is given in the Notice of ACM forming part of the
Annual Report

None of the Directors of the Company are disqualified for being appointed as Directors, as specified In Section IGA
(2) of the Companies Act, 2013 and Rule 14 (1) of the Companies (Appointment & Qualification pf 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/5tatuiory Authorities. The said Certificate is enclosed as Annexti/t -
VII and forms part of this Report.

h it Ft Managerial Personnel;

Pursuant to the provisions of Section 203 of the Companies Ac® 2023, Mr. Ankur Hada, Chief Executive Officer and
Managing Director {CEO ft MD), Mrs, Pooja Agarwal, Chief Financial Officer.. Mr Pa wan Kumar Jhunjhunwaia Whole¬
time Director and Mrs. Nikita Rateria, Company Secretary, are the KMPs of the Company as on Marcn 31, 2025 and
there are not appointment and Resignation of the Company fo'' 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 rule* made thereunder and SE&I [Listing
Obligations Bi Disclosure Requirements) Regulations, 2013,

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering
various aspects of the Board’s functioning such as adequacy of the composition of the and its committees, Board
culture, execution and performance of specific duties, obligations and governance_r

a) Criteria for eva luatfan of the Board of Directors as a whole

I. Frequencyofmeetingj;

II. Length of meetings;

III Ad m i nistratlon of mee ting;

I v Number of Comm ftteesandthelrroles,

V. Flow of Information SO Beard members and betwee neoardmembers

y] The quality and quantity of information; and

vli Dlsclcsu re of I nformation to the sta keholde rs.

*0 criteria for evaluation of Individual Directors

i. Commitment to fulfillment of Director''s obligations and fiduciary respanjtlhlIIties;

li, Attendance and contribution at Baarrf/Commlttee meetings;

iii. Ahllfty to contribute by Introducing best practices to address top management issues;

Iv Monitoring management performance and development;

v Pa rtidpation In longer m strategic pia n n I rig

vlr Ability to contribute and monitor corporate governance practices;

vli Statutory compliance ft Corporate governance practices;

viii ti me spent by each o f the mem bers;

Iv. Core competencies; and

x, Guiding Strategy,

The Directors express their satisfaction over the evaluation process and results tnerenf.

MANAGEMENT DISC J5SION AND ANALVSJS ttEPOfijt

A separate report on Management Discussion and Analysis Is annexed as part of Annual Report along with the
Auditors Certificate in compliance with 5EBI [Listing Obligations & Disclosure Requirements} Regulations, 2015

PARTICULARS QF EMPLOYEE? AND RELATED DrsaOSURES:

Disclosures pertaining to remuneration and other details under Section 197(12) of the act reart with rule 5(j) af the
Companies (Appointment and Remuneration of Managerial Personnel} Rules, 2014 as amendsd are annexed as
Aflit&iwre-fK However, as per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts
ere 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 IS? [12) of the Act and Rule 5(2) & 5(3) of the Cum pa nits
(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 staie 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 Di rectors had se i ected s uch a ccou nti ng poi ides a nd a ppl led them oo nsistentl y a nd
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 !0$s of the Company for
that period,

C) PF3>P«r Efficient and care ; The Directors had taken proper and sufficient care for the maintenance of
aoequate 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) Goln>'' concern Basis; The Directors had prepared the annual accounts on a going concern basis,

^E) Cornu Sfonoo yrith a il la ws. Th e Dlrecto r$ h ad d e vised pro per sy stem to ensu re tom plia n ce with the pro vis ion

ur Gil applicable laws and thet such systems were adequate and operating affectively

t) Internal financial Controls: Tne Directors bad laid down internal financial control to be followed by the
Company and that such internal financial control are adequate and opening effectively,

BOARD..⁵. CQMM|NT ON THE AUDITOR''S 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 143112j of the
Companies Act, 2013

There have no instances ct Fraud reported by above mentioned Auditors under Section 143(12) of the Act and lUilet
framed thereunder either to the Company or to the Central Government during financial vear 2024-23.

FIISK MANAGEMENT POLICY:

The Board of Directors of the Company has formulated a Risk Management polio/ which aims at enhancing
shareholders value and providing an optimum risk reward tradeoff. The risk management approach is based on a
dear understanding of the variety of risks that the organization races, disciplined risk monitoring and measurement
and continuous risk assessment :nd mitigation measures. In the opinion or the Board, none of the risks faced by
the Company threaten the existence Of the Company.

The Company Fias 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 rhe lime of review Of
quarterly financial results of the Company, This policy is also available on the Company''s website
w w w. ka lez n Inf ra. co nn

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 haFF 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 Glower Policy and other procedures for ensuring the orderly add efficient conduct of its uusmess. 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
delection of frauds and errors, the accuracy and completeness of the accounting records, and timely
preparation of financial information.

3, The Com |M ny is to m plyi ng with a II the appl ica hla I ndla n Accou ntl ng Sts ndards (IND AS), 7h e a ocounti ng reco rds
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

WTtfDT-F SLOWER rL¹ Cy/ VTGIf IVAECf NI ?r-/T

The Company has established an effective Whittle Blower Policy person to the Companies act. 201 3 and 5EBI listing
Regulation. 2015. The oald policy may be referred to at the Company’s website at the following web link
"www.kalieiiiiirra.cpni''''.

The Whistle Blower Policy aims at conducting the affairs of the Company in a fare and transparent manner by
adopting the highest standard of professions I ism. honesty, integrity and ethical behavior. All permanent employee*
of the Company are covered under the Whittle 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 educa te safeguards against the victimization ot
employees who able the mechanism and a Hows d Iren access to the Chairman of the Audit Committee in exceptional
cases,

CORPORATE GOVERNANCE!

A report on Corporate Govern a nee pursuant to the provisions of Regulation Ja read with point C & E Of Schedule V
of SEDI (Listing Obligations & Disclosure Requirements) Regulations, 2015, tor 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(3) of SEBl
(Listing Oblations 4 Disclosure Requirements) Regulations, 2015 forms pari of this Annual Report

TRANSFER QF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to applicable previsions 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 (lEPF),

AUDITORS;

a) Statutory Auditor*:

The Company''s Auditors, M/s. M K Ko thari & 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,
Uir the conclusion of the ensuing 24th Annual General Megtlngof (he Company

b) I nt?rna] Auditors:

The Chairman informed to the Board of Director that the Company has received the consent fetter from M/s
f^oshnl K Gupta * Associates, Practicing Chartered Accountants, PCA. 303741 to act as an Internal Audlto*
nf the Company for the financial year 2024-25 with effect from July 31, 202 J

cj Secretarial Auditor. Secretarial Com?-1lance Report and other Carttflcates

Company has received the resignation letter from M/s. Kafpana rakriwal & Associates dated July 22, 2024
wherein they have issued & 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 3an^l CP No. 1S524, Practicing company secretaries, as the Secrera rial
Auditor of the Company for 1 he Financial Year 2024-25 with effect from July 31,2024

The Chairman Informed that the Board of Directors ihe Company has received the resignation fetter from
Mrs, Pooja Bansai dated March 24,2025 wherein she has issued a request tc be relieved of her dudes to our
business concern by stepping down from Secretarial Auditor position, The Board ot Directors of the Company
do and nereuy accept resignation tendered by them from the position of Secretarial Auditor of the Company
w|ih effect from March 29, 2025.

Pursuant to Section 204 of the Companies Act, Z013, the Company has appointed M/s. Hemam sharma, (CP
No, 17411), Practicing Company Secretaries to conduct the secretarial audit of the Company for the financial
year 2U24-25. 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
repo rt Atinexure- / (MR-3).

There are no qualifications or adverse remarks In their Report.

Also, the Secretarial Compliance Report issued under Regulation 2M of SfcBI Listing Regulations is given in
Artncxure - Wand forms part of this Report.

As required under SFBi Listing Regulations, your Company has obtained a certificate from the Practicing
Company Secretary that none of ihe Directors of the Board Of the Company have been debarred or
disqualified from being appointed or continuing as Directors of the Boara of the Company have been
deterred nr disqualified from being appointed or continuing as Directors iiy MCA/Statutory Authorities. The
said Certificate is enclosed as Annejmtt - WJana forms part of this Report

d) Reporting of frauds by Auditors

During rha year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances ol
frauds: committed in the Company by its Officers or Employees to the Audit tmnmlttse under Section 143(12) of the
Companies Act, 2013.

COST AUDITOR

The Company does not fall within the purview of Section 143 at the Compsnpea Act, 2013 and hence. It Is no*
required to appoint a cost auditor for the financial year 202-^-25

DISCLOSURES AS MAINTENANCE OF COST RECOUPS UNDER SUB-SECTION I if OF SECTION 148 OP THE COMPANIES ACT. 1013
The Company does nor fall under the preview of Section 143 of me Companies Act, 2013, and hence It Is not required
to maintain any cost records and accordingly such atcuunts and records arc 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 31,2U25.

CODE QF CONDUCT

The Board of Directors has approved a cede of Conduct which is applicable to the Members of the Board and all
employees In the course of nay-tO''Oay operations of the Company In accordance with the applicable Accounting
Standards. The code laid down by the Board i$ known as "Code of Conduct" Hie code has been posted on the
Company''s website "www.kalieninfra.com"

PREVEffTlDN OF INSIDER TRADING

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading In
Secuiities by the Directors and designated employees of the Company, The Code requires prs- clears nee for dealing
In the Company''s 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 dosed. The Board Is responsible for Implementation of the code

Your Company has adopted a tiode of conduct for prevention of "insider Trading''¹ as mandated by the 5EBI and same
Is available on the website of the Company >yiw.Mijenlnfra.com" The said policy has been revised effective from
April 01,2019 In line with SE6I (Prohibition of Insider Trading) (Amendment) Regulations, 2013.

PREVENTION OF SEXUAL HARaSSMEMT

The Company fs committed to a wfe, inclusive workplace where everyone feels respected and empowered, in line
with the POSH Act, it has adopted an anil-sexual harassment policy anti 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 4

ftEDRESSAL) ACT WJ13J

The Company has formulated a policy for the prevention of sexual harassment within the Company, it ensures
prevention and deterrence at acts of sexual harassment and communicates procedures for their resolution and
settlement. In | er ha I Complaint Committee have been constituted which is chaired by a female emplovee 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 case*/ complaints reported in this regard during the year 2024-25 A copy of the
Policy against sexual harassment is posted on the Company''s Website"www.kairenmfra .com"

NOMINATION AND REMUNERATIONPOLICY OF THE COMPANY:

The Nomination 4 Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other
applicable provisions of the Companies Act. 2013 and rule* thereto stating therein the Company''s policy on
Directors, payment of managerial remuneration, Directors qualifications, positive attributes, and Independence of
Directors by the Nomination 4 Remuneration Committee which was revised and reviewed by tne Board of Directors
The saio policy is furnished as Annwrure-l/And forms part nf this report and also can be accessed at the Company''s
website at www,kaiienlnfra.com.

HUMAN RESOURCES:

The Company believes in best HR practices by providing its employees a woHd class working environment, giving
them equal opportunities to rise and grow. We continue to implement tne best of HR policies so as to ensure that
talent retention Is ensured at all levels. Employee relatrons continued to be cordial and harmonious at ail levels and
In all divisions of the Company during the year Presently your company does not have any employee falling within
the scone of prescribed Section of me 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

QETAiij_gf_SIQMlFTCANT AND MATERIAL ORDERS PASSED BV THE REGULATORS. COURTS AND TRIBUNALS
IMPACTING TH E GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE;

No significant and material order has been passed by The regulators, courts, tribunals impacting rhe going concern
status and Company''s operation in future,

COMPLIANCE WlTH_SECHfTARIALSTANpARDSGN SOAftD.ArtD 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 Compares (Indian Accounting Standards) Rules, 201S, your Company has to comply with Indian
Accounting Standards (Ind-AS) from April Ot, 2017. Accordingly, the financial statements of the Company for the
financial yeai 2024-25 haw been prepared as per lnd-A5.

CpMFUANCE WITH SECRETARIAL STANpARpS_OW_BpAftO AND GENERAL MEETING :

During the Financial if ear, your Company has complied with applicable Secretarial Standards Issued by the Institute
of Company Secretaries of India

DFMATEftlAlIZATjON OF SHARES;

100?« of the Company''s paid up Equity Share Capital is in demateriallied 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 Registrai is M/s Maheshwari Qatamatics
Private Limited, 23 A. N MUkherjee Road, frh Floor, Kolkats -7C0001.

BOARDSANp COMMITTEES''

The details of Board and Its Committees are given In the Corporate Governance Report
CORPORATE SOCIAL RESPONSlBlim

Ai per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every Company
including iU holding or subsidiary and a foreign Company, which fulfills the criteria specified In sub-section (!) of
section 135 of the Aa shall comply with the provisions of Section 135 of the Act and Its rule*.

Since the Company Is not falling under any criteria specified in sut-sectfon (1) oF section 135 of the Act, your
Company is not required to constitute a Corporate Social Responsibility rcSR"] Committee.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT AO;_l 1961

If female employees exist the Company declares that it has duly complied with the provisions of the Maternity
Benefits Act, 1961. Ail eligible women employees have been extended the statutery benefits prescribed under the
Act- including pain 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 rostering an inclusive a no supportive work environment itlfT upholds the rignts and welfare of its
women employees in accordance with applicable lam.

DETAILS OF APPLICATION MADE OB PROCEEDING PENDING UNDERINSOLVENCY AMD BANKflfjPTACY CODE 7016

During the Financial year under review, there were NO application/* made or pioceedlng were pending in the name
of The Companv under the Insolvency ana Bankruptcy Code, 2015.

DETAILS Of DIFFERENCE BETWEEN VALUATION AMOUNT QN ONE TfME SETTLEMENT AND VALUATION WHILE
AVAILING LOAN FROM HANKS.AND FINANCIAL INSmUTIONS

During the financial year under review, there were NO one time settlement of Loans taken from Banks and Financial
Institutions.

SECRETARIAL STANDARDS

''"our Company has complied with Secretarial Standard-1 (Board Meeting) and Secretarial Standards2 (General
Meetings) (together referred ta 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) uneier the provision5 of Section
118(10) of the Companies Act 2013.

DATA PRIVACY. PATA PROTECTION AND CYBEftSEQJRITY

The Company is committed to upholding the highest standards of datis privacy end 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 t he evolving regulatory fra me work, including provisions
under the information Technology Act, 2000, and applicable data protection regulations.

Key Initiative* undertaken during the year include.

* Deployment of end-to-end encryption and multi-layered security protocols far data storage and transfer

* Rsgu la r th ird-parry cybe rsecu rity a yd its a nd vu ine rabi li ty assessm ents,

* E m ol oye* trai n ing progra ms a n d Bta protertlo n and cybersecurltv awa reness.

* Strict a rcess co ntro I mec hanlsm* and imp I e me n tatlo n of role*ba sed permissions,

* Data breacluespoiwe prmocalt In accordance wiLh tne CERT-Iri auidelines.

The Company continues lo jnvest in digital infrastructure to ensure robust Detection 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 arid the need to cover financial and
business risks. Liquidity also enables your Company to position itself tor quick responses to market dynamics

AUPfr TRAIL AFPllCAgmryiflUPJT A yprrO_F7S] RULES 2314 - RULE 11 OFTHF COMPANIES ACT7013-

fhe Company has used accounting software iqif maintaining Its books of account for the financial year ended March
31. 3015 which has s feature of recording audit trail (edit lag) facility and the same lias operated throughout the
year far ail 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 tne 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 sI^-the Appointment of Designated Person (Management and Administration) Rules 2014,
It is essential tior 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 Designate person in s Board meeting and the
same has been reported in Annual Return of the Company.

DISO-miRI REQUIREMENTS FOR CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES UNDER
REGULATION 30Ai2i OF LISTING REGULATIONS:

There are no agreements entered into by the shareholders, promoters, promoter group entities, reiatec 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 thirq party, solely or |ointly, which, either tHtecUy
or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed amity
or impose any restriction or create any liability upun the listed entity as on the date of notifies lion of da use 5 A io
Para A of Part A of Schedule III of Listing Regulations

GENERAL DISCLOSURES

Tours 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
j). Your Company does not have any subsidiaries;

iii. Section 143 (12) of the Com pa n les Act 3013, any I n sta rices of f na ud com m Itted aga in st the Cd m pa ny by i ts

officers or employees

iv Tiye 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
2nib, underscoring our financial resilience.

vl. 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
L4a(l) of the Companies Act, 2013* were not aaplfcable 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
esHiest possible time. The Stakeholders" welatlorishlp Committee of the Board meets periodica I lv and reviews the
status of the Shareholders'' Grievances The shares of The Company continue to be traded in electronic forum and
de-materlaIIration exists with both the depositories vii., National Securities Depository Limited and Central
Depository Services (Indial Limited

ACKNOWLEDGEMENT:

Vour Board jsihCfcftly plaees-on record the support extended try the Trade, Shareholders, Company''! Bankers, Ontml
and State Government Authorities, Stock Exchanges, CDSl nSDl ana all other Business Associates for the growth a I
the arganbatbn. The Board further expresses ft* 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 Compuny .

&y Order of the Board
Fat Xotien Agm infrtsbotld Limited

An ku r Ha d a Pawa n Kuma r J hu njhunwal a

Plat®; Kolkata (Managing Director) (Whole* Time Director)

Date : Aug ust 21, 201S Di n;10163 731 Din: 10049668

---

Mar 31, 2024

Your Directors have pleasure in presenting their Nineteenth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended March 31, 2024. The PDF version of the Report is also available on the website of the Company at "www.kaizeninfra.com".

Financial Highlights

During the year under review, performance of your Company as under :

(Amount in Lacs)
Particulars	Year Ended 31st March, 2024	Year Ended 31st March, 2023
Turnover	3250.89	2218.35
Profit/(Loss) before taxation	14.08	56.48
Less: Tax Expense	3.66	(14.78)
Profit/(Loss) after tax	10.19	39.31
Add: Balance B/F from the previous year	234.73	195.42
Balance Profit / (Loss) C/F to the next year	244.92	234.73

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.

Listing of Equity Shares on BSE Mainboard Platform

The Directors are pleased to inform that the Company has got its Equity Shares re-listed on BSE Platform on September 01, 2022 upon forensic audit clearance.

The Company has been regular in paying the Listing Fees to the said Stock Exchanges on time.

Review of Operations

During the year under review the Company has recorded a turnover of Rs. 3250.89/- (Amount in Lacs) as compared to Rs. 2218.35 /- (Amount in Lacs) in the previous year. The Company has booked a net profit of Rs. 10.19/- (Amount in Lacs) as compared to a net profit of Rs. 39.31/- (Amount in Lacs) in the previous year.

Share Capital

The Company has 514,148,880 Equity Share Capital for the Financial Year ended March 31, 2024. The Company has increased its Capital throughout the year. However, the Company has raised rupees 45 crores by issuing 3 crores convertible share warrant on preferential basis of Rs. 10/- each at a premium of Rs. 5/- each as per the approval obtain from the shareholders through Postal Ballot on June 27, 2023. Consequently, the Company has raised its Authorized Capital from 230,000,000/- to 515,000,000/-.

Dividends

In order to maintain a better liquidity position and conserve existing resources of the company, the Directors, therefore, do not recommend any dividend for the Financial Year ended March 31, 2024.

Transfer to Reserves

The Company has reported a profit during the financial year ended March 31, 2024 amounting to Rs. 10.19/- (after tax) and the same is being transferred to Reserve and Surplus.

Number of meeting of Board of Directors

During the Financial Year 2023-24, Fourteen 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 Meeting were held is given below :

29.04.2023	14.08.2023	08.11.2023
20.05.2023	19.08.2023	08.02.2024
25.05.2023	23.08.2023	13.02.2024
26.05.2023	08.09.2023	09.03.2024
18.07.2023	01.11.2023

Meeting of Independent Directors

During the year under review, a separate meeting of Independent Directors was held on March 09, 2024 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 Company''s management and the Board of Directors of the Company.

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 Mr. Amit Bajaj, Chairman, Mr. Kanwar Nitin Singh 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 Mr. Amit Bajaj, Chairman, Mr. Kanwar Nitin Singh and Mrs. Mandeep Kaur Jaiswal 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 Mr. Amit Bajaj, Chairman, Mr. Kanwar Nitin Singh 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.

State of the Company''s Affairs

"We, M/s. Kaizen Agro Infrabuild Limited (Formerly Anubhav Infrastructure Limited) had entered into diversified area of business during the Financial Year 2023-24 by foraying into the trading of agro products within the country. Hence we have applied to change the name of the Company from "ANUBHAV INFRASTRUCTURE LIMITED" to "KAIZEN AGRO INFRABUILD LIMITED" which is approved by the Ministry of Corporate Affairs (MCA) with effect from August 22, 2023. The Company''s primary business was of Civil & Construction Works along with Agro business.

Change in the nature of Business, if any

There has been change in the nature of business of the Company during the financial year ended March 31, 2024. 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 a 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.

The Company has raised rupees 45 crores by issuing 3 crores convertible share warrant on preferential basis of Rs. 10/- each at a premium of Rs. 5/- each as per the approval obtain from the shareholders through Postal Ballot on June 27, 2023. Consequently, the Company has raised its Authorized Capital from 230,000,000 to 515,000,000/-.

The Company has applied for the change of name from "ANUBHAV INFRASTRUCTURE LIMITED" to "KAIZEN AGRO INFRABUILD LIMITED" which is approved by the Ministry of Corporate Affairs (MCA) with effect from August 22, 2023.

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"

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 Company''s 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 arm''s 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 - II is attached herewith and forms part of this Director''s 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-III 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. Mrs. Mandeep Kaur Jaiswal, (Din: 10077160) has been appointed as an Additional Non-Executive Independent Director of the Company w.e.f April 29, 2023.

2. 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.

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

b) Cessation in Directorship during the Year

1. Mrs. Rima Chandra, (DIN: 07537182), Non-Executive Independent Director had resigned from the post of director w.e.f April 29, 2023.

2. Mr. Bitu Pal, (DIN: 01684171), Non-Executive Independent Director had resigned from the post of director w.e.f August 14, 2024.

3. Mr. Ajay Kumar Khandelwal, (DIN: 02186565), Non-Executive Independent Director had resigned from the post of director w.e.f August 14, 2024.

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(1)(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 Company''s 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 Company''s website "www.kaizeninfra.com".

e) Retirement by Rotation

During the financial year 2023-24, 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 :

Mr. Ankur Hada, has been appointed for the post of Chief Financial Officer (Whole-time Key Managerial Personnel) of the Company as per Section 203 of the Companies Act, 2013 w.e.f November 01, 2023.

Mr. Dinesh Agarwal, had resigned from the post of Chief Financial Officer w.e.f November 01, 2023.

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 Board''s 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 Director''s 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.

Subsidiaries, JVs or Associate Companies :

The Company does not have any Joint Ventures, Associate or Subsidiary Companies.

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.

Board''s Comment on the Auditor''s Report :

No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial statements for the financial year 2023-24.

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 2023-24.

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 Company''s website www.anubhavinfrastructure.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 Mechanism :

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 Company''s 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, 2024 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 Auditor''s Reports on the Standalone Financial Statements for the financial year ended March 31, 2024 provided by M/s. Harsh Mita & Associates does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

M/s. Harsh Mita & Associates (Firm Registration Number: 327904E; Peer Review Registration No. 012927) have given their resignation as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting of the members of the Company.

Further, M/s. M K Kothari & Associates (Firm Registration No. 323929E) have given their consent for the proposed appointment as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting of the members of the Company.

They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies act, 2013 and that they are not disqualified for appointment.

b) Internal Auditors :

M/s. Roshni K Gupta & Associates, has been given a consent dated July 27, 2024 to act as an internal auditor of the Company for Financial year 2024-2025 which was subsequently approved by Board of Director in the meeting held on July 31, 2024.

c) Secretarial Auditor, Secretarial Compliance Report and other Certificates

Pursuant to Section 204 of the Companies Act, 2013 of the Company has appointed M/s. Kalpana Tekriwal & Associates (C.P No. 22484), Practicing Company Secretaries to conduct the secretarial audit of the Company for the financial year 2023-24. 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 2023-24 is annexed to this report Annexure-1 (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.

Pursuant to Section 204 of the Companies Act, 2013 of the Company has appointed Mrs. Pooja Bansal (C.P No. 18524), Practicing Company Secretaries to conduct the secretarial audit of the Company for the financial year 2024-25 with effect from July 31, 2024.

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.

Deposits :

During the year under review, your Company has neither accepted/renewed any deposits nor has any outstanding Deposit in terms of Section 73-76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Corporate Social Responsibility :

In pursuance of the provisions of Section 135 of the companies Act 2013, the CSR provisions were not applicable to the Company.

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 Company''s website"www.kaizeninfra.com".

Prevention of Insider Trading :

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.anubhavinfrastructure.com. The said policy has been revised effective from April 01, 2019 in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

All Board Directors and the designated employees have confirmed compliance with the code.

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 2023-24. A copy of the Policy against sexual harassment is posted on the Company''s 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 Company''s 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 Company''s 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 Company''s operation in future :

There are no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s 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 2023-24 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 Company''s paid up Equity Share Capital is in dematerialized form as on March 31, 2024 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 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.

Disclosure requirements for certain types of agreements binding listed entities under Regulation 30A(2) 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 :

The details of Board and its Committees are given in the Corporate Governance Report.

Details of Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016 :

During the year under review, there were no application made or proceedings pending in the name of the Company under Insolvency & Bankruptcy Code, 2016.

Details of Difference between valuation Amount on One Time Settlement and valuation while availing loans from Banks & Financial Institution :

During the year under review, there has been no one time settlement of loans taken from the Banks & Financial Institution.

Details of one time settlement with the Banks

The Company has not made any one time settlement with any Banks or Financial Institutions.

Acknowledgement :

Your Board sincerely places on record the support extended by the Trade, Shareholders, Company''s 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.