Kay Cee Energy & Infra Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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

♦ FINANCIAL PERFORMANCE

A summary of the comparative financial performance of the Company for Financial Year 2024-25 & 2023-24 is
presented below:

Particulars	Standalone		Consolidated1
	Financial Year	Financial Year	Financial Year
	ended	ended	ended
	31/03/2025	31/03/2024	31/03/2025
Revenue from Operations	15,268.05	6446.52	15,268.05
Other Income	48.89	39.80	48.89
Total Income	15,316.94	6486.32	15,316.94
Total Expenses	13,040.94	5587.88	13,040.99
Profit/(loss) before Tax (EBT)	2,276.00	869.21	2,275.95
Provision for Income Tax (i) Current Tax	580.39	234.60	580.39
(ii) Deferred Tax	2.38	(20.68)	2.38
(iii) Tax of Earlier Year	(12.97)	0.76	(12.97)
Net Profit/(Loss) After Tax	1,706.20	654.53	1,706.15

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

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

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

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

CONSOLIDATED FINANCIALS

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

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

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

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

Your Directors are pleased to present the strong performance and results for the financial year 2024-25 and remain
optimistic about utilizing the existing resources efficiently to achieve even better outcomes in the future through
strategic planning, adoption of latest technology, and effective management practices.

♦ SHARE CAPITAL AND CHANGES THEREON

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

- Increase in Authorised Share Capital:

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

- Increase in Paid Up Share Capital:

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

♦ LISTING INFORMATION

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

♦ RESERVES

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

♦ DIVIDEND

In view of the Company''s strategic focus on reinvestment for future growth and expansion, the Board of Directors has
not recommended any dividend on the equity share capital for the financial year 2024-25. Your Company''s policy on
Dividend Distribution is available at https: //kayceeenergy.com/investors

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

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

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

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

♦ DEPOSITS

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

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

♦ INSURANCE

The properties/assets of the Company are adequately insured.

♦ DETAILS OF SUBSIDIARY. IOINT VENTURE OR ASSOCIATE COMPANIES

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

A report on the performance and financial position of the Associate Company and the contribution made by it, as
included in the consolidated financial statements, is presented in Form AOC-1, which is attached to this Report as
Annexure - I. Additionally, a detailed update on the business operations of the Company''s key operating subsidiaries
and associate company is provided in the Management Discussion and Analysis (MD&A) section, which forms an
integral part of this Annual Report.

♦ PARTICULARS OF LOANS / GUARANTEES / INVESTMENT

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

♦ CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations” through
this report) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for
the financial year 2024-25, together with the Auditors'' Report form part of this Annual Report.

♦ INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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

The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year.
CA Bansal Manish, Chartered Accountants., Kota was appointed as Internal Auditors for conducting the Internal Audit
for the financial year 2023-24 to 2027-28 of key functions and assessment of Internal Financial Controls etc. The audit
is based on an internal audit plan and approved by the Audit Committee.

♦ STATUTORY AUDITORS & THEIR REPORT

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

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

There are no qualifications or adverse remarks in the Auditor''s Report.

♦ SECRETARIAL AUDITOR

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

♦ SECRETARIAL AUDIT REPORT & OBSERVATIONS

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

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

♦ COST AUDITORS

Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the
Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company had not
appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2024-25.

Further, the Board of Directors has approved the appointment of M/s. Vijay Kant Pareek & Co., Cost Accountants (Firm
Registration No.101035), Jaipur as Cost Auditors for conducting the Audit of the cost records maintained by the
Company for the financial year 2025-26.

♦ VIGIL MECHANISM

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

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

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

♦ MANAGEMENT DISCUSSION AND ANALYSIS

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

♦ DIRECTORS / KEY MANAGERIAL PERSONNEL

• RETIREMENT BY ROTATION:

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

• DETAILS OF BOARD MEETINGS

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

Sr. No.	Date of Board Meeting	Directors Present
1.	23.05.2024	1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Divyanshu Jain 4. Ashok Kumar Jain 5. Gaurav Anand
2.	03.09.2024	1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Divyanshu Jain 4. Ashok Kumar Jain 5. Gaurav Anand
3.	13.11.2024	1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Divyanshu Jain 4. Ashok Kumar Jain 5. Gaurav Anand
4.	22.11.2024	1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Divyanshu Jain 4. Ashok Kumar Jain 5. Gaurav Anand
5.	28.01.2025	1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Divyanshu Jain 4. Ashok Kumar Jain 5. Gaurav Anand

• DIRECTORS'' RESPONSIBILITY STATEMENT

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

confirm that:

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

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

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;

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

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

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

• CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

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

Sr.	Name of Director & Kmp	Effective Date of Change	Nature of Change	Change of Designation	Designation
1	Garima Dasot	16/07/2024	Resignation	-	Independent director

• BOARD EVALUATION:

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

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

• REMUNERATION POLICY:

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

• DECLARATION BY INDEPENDENT DIRECTORS:

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

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

• COMMITTEES OF THE BOARD

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

• AUDIT COMMITTEE

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

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

During the Financial year 2024-25, Three (4) meeting of audit committee held on 23.05.2024, 03.09.2024, 13.11.2024 &
31.01.2025.

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

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Audit Committee Meetings Held & Entitled to Attend	No. of Audit Committee Meetings Attended
Mr. Gaurav Anand	Chairman of Committee	Non-Executive Independent Director	4	4
Mr. Ashok Kumar Jain	Member	Non-Executive Independent Director	4	4
Mr. Lokendra Jain	Member	Managing Director	4	4

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

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

• NOMINATION AND REMUNERATION COMMITTEE

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

During the Financial year 2024-25, One (1) meeting of the Nomination and Remuneration Committee were held on
23.05.2024.

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

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Nomination & Remuneration Meetings Held & Entitled to Attend	No. of Nomination & Remuneration Meetings Attended
Mr. Ashok Kumar Jain	Chairman of Committee	Non-Executive Independent Director	1	1
Mr. Gaurav Anand	Member	Non-Executive Independent Director	1	1
Mr. Divyanshu lain	Member	Non-Executive Director	1	1

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

• STAKEHOLDER RELATIONSHIP COMMITTEE

The stakeholder relationship committee comprises Non-executive Director, Whole-time Director and one Independent
Director as its members. The Chairman of the Committee is an Non-Executive Director.

During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship Committee was held on 23.05.2024.

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

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Stakeholder Relationship Meetings Held & Entitled to Attend	No. of Stakeholder Relationship Meetings Attended
Mr. Divyanshu Jain	Chairman of Committee	Non-Executive Director	1	1
Ms. Shalini Jain	Member	Whole-time Director	1	1
Mr. Gaurav Anand	Member	Non-Executive Independent Director	1	1

• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee comprises Whole-time Director, Non-executive Independent Director,
and Non -executive Director as its members. The Chairman of the Committee is an Non-Executive Director.

During the Financial year 2024-25, One (1) meeting of Corporate Social Responsibility Committee was held on
05.02.2025.

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

Name of the Director	Designation in the Committee	Nature of Directorship	No. of CSR committee Meetings Held & Entitled to Attend	No. of CSR committee Meetings Attended
Ms. Shalini Jain	Chairman of Committee	Whole-time Director	1	1
Mr. Gaurav Anand	Member	Non-Executive Independent Director	1	1
Mr. Divyanshu Jain	Member	Non-Executive Director	1	1

♦ DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

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

year: Nil

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

Nil

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

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

Nil

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

♦ PARTICULAR OF EMPLOYEES

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

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

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

♦ EMPLOYERS'' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

♦ MATERIAL CHANGES DURING THE YEAR

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

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

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

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

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

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

♦ RELATED PARTY TRANSACTIONS

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

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

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

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

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

Conservation of energy -

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

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

Technology absorption-

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

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

• Enhanced project execution efficiency and adherence to timelines.

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

• Reduction in operational costs through process optimization.

• Development of innovative solutions tailored to client requirements.

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

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

Foreign exchange earnings and Outgo-

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

Particulars	Current Year (2024-25) (Rs.)	Previous Year (2023-24) (Rs.)
C.I.F. Value of Imports	NIL	NIL
F.O.B. Value of Exports	NIL	NIL

♦ SEXUAL HARASSMENT

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

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

Particulars	Nos.
Number of complaints of sexual harassment received	0

Number of complaints disposed of during the year	0
Number of cases pending for more than 90 days	0

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

♦ MATERNITY BENEFIT

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave,
continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

The summary of maternity benefit-related records for the financial year is as follows:

Particulars	Nos.
Number of women employees working	8
Number of women employees eligible for Maternity Benefit	0
Number of women employees who availed Maternity Benefit	0

♦ SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of
this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned
companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been
registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise
within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the
SCORES during financial year 2024-25.

♦ INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 2024-25, the Company received 1 (One) complaints/queries from shareholders through
various channels including the SEBI SCORES platform. All complaints were resolved promptly and satisfactorily. As on
March 31, 2025, there were no pending complaints.

A summary of shareholder complaints is provided below:

Particulars	Nos.
Number of Complaints Received at the Beginning of the Financial Year	0
Number of Complaints at the Received During Financial Year	1
Number of Complaints at the Resolved During Financial Year	1
Number of Complaints Pending at the End of the Financial Year	0

♦ ANNUAL RETURN

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette
of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to
be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company
at https://kayceeenergy.com/investors

♦ CORPORATE GOVERNANCE REPORT

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

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

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

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

each through QIB (Qualified institution Buyer''s) vide Allotment Resolution dated 24^rd April, 2025.

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

Independent Director with effect from 01^st August, 2025.

♦ CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

♦ PREVENTION OF INSIDER TRADING

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

♦ INDUSTRIAL RELATIONS

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

♦ SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

♦ OTHER REGULATORY REQUIREMENT

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

♦ COMPLIANCE WITH THE SECRETARIAL STANDARDS

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

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

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

♦ ACKNOWLEDGEMENT

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

Registered Office: By Order of the Board of Directors of

: G-249, Indraprastha Industrial Area, Kay Cee Energy and Infra Limited

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

India, 324005.

Date: 02^nd September, 2025 SHALINI JAIN LOKENDRA JAIN

WHOLE-TIME DIRECTOR & CFO MANAGING DIRECTOR

DIN:07071215 DIN:07071212

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

♦ STATE OF THE COMPANY’S AFFAIRS

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

The highlights of the Company''s performance are as under:

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

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Mar 31, 2024

Your directors have pleasure in presenting the 10^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2024.

FINANCIAL PERFORMANCE

A summary of the comparative financial performance of the Company for Financial Year 2023-24 & 2022-23 is presented below:

Particulars	Financial Year ended
	31/03/2024	31/03/2023
Revenue from Operations	6446.52	6109.18
Other Income	39.80	31.63
Total Income	6486.32	6140.81
Total Expenses	5587.88	5356.10
Profit/(loss) before Tax (EBT)	869.21	784.71
Provision for Income Tax
(i) Current Tax	234.60	206.73
(ii) Deferred Tax	(20.68)	0.12
(iii) Tax of Earlier Year	0.76	-
Net Profit/(Loss) After Tax	654.53	577.86

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STATF OF THF COMPANY’S AFFAIRS

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The Company is engaged in the business of Engineering, Procurement and Construction business (EPC) and ancillary $ operations and maintenance services relating to infrastructure interalia products, projects and systems and related f activities for power transmission and distribution sector. There has been no change in the business of the Company during the financial year ended 31^st March, 2024. |

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The Company has earned a total income of INR 6486.32/-Lakhs in financial year 2023-24 as compared to Rs. INR | 6140.81 /-Lakhs in the previous year. I

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Total expenditure for the period ended as at March 31^st, 2024 amounted to INR 5587.88/-Lakhs as compared to Rs. INR |

5356.10/-Lakhs in the previous year. I

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The Earning Before Tax (EBT) for the year ended March 31^st, 2024 amounted to INR 869.21/- Lakhs as compared to INR 784.71/- Lakhs in the previous year. I

The Net Profit for the year ended March 31^st, 2024 amounted to INR 654.53/-Lakhs as compared to Profit of Rs. INR | 577.86/-Lakhs in the previous year. |

Your directors are hopeful to exploit the present resources in an efficient manner and achieve even better results than f

this in the future through better planning, latest technology and efficient management techniques. |

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SHARE CAPITAL AND CHANGES THEREON |

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The Authorised Share Capital as on 31^st March, 2024 was INR 11,00,00,000/- divided into 1,10,00,000 Equity shares.

The Paid up share capital as on 31^st March, 2024 was INR 10,96,00,000/- divided into 1,09,60,000 Equity Shares. I

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- Increase in Authorised Share Capital: |

During the year company has increased its authorized capital from INR 25,00,000/- (Twenty-Five Lakhs Rupees) to INR 11,00,00,000/- (Eleven Crores Rupees), which was approved by the members of the company at the Extra- | Ordinary General Meeting held on June 19, 2023. I

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- Increase in Paid Up Share Capital: |

The Paid-up Share Capital of the Company was increased from INR 10,00,000/-(Ten Lakhs Rupees) to INR 10,96,00,000/-(Ten Crores Ninety six Lakhs) during the year through following ways. |

a. During the year company has alloted the 75,00,000 (Seventy-Five Lakhs) Equity Shares of INR 10/- each through p

Bonus Issue vide Allotment Resolution dated 08^th September, 2023. |

b. During the year company has alloted the 2,60,000(Two Lakhs Sixty thousand) Equity Shares of INR 10/- each |

through private placement vide Allotment Resolution dated 27^th September, 2023. |

c. During the year company has alloted the 29,50,000 (Twenty-Nine Lakhs Fifty Thousand) Equity Shares of INR 10/- |

each through Initial Public offer vide Allotment Resolution dated 03^rd January 2024. |

LISTING INFORMATION I

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The Equity Shares in the Company are in dematerialized form and got listed on NSE EMERGE Platform w.e.f. 05^th f

January, 2024. The ISIN No. of the Company is INE0RCG01017. f

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RESERVES |

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

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DIVIDEND 1

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To conserve the resources for future growth of the company, your directors do not propose any dividend for the | current year. t

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TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND t

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Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection Fund Authority | (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (''Rules''), the dividends, unclaimed for a consecutive |

period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be |

transferred to IEPF. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or |

any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a period of |

continuous seven years from the date of transfer of the dividend to the unpaid dividend account are also mandatorily |

required to be transferred to the IEPF established by the Central Government. |

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of |

preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF |

Authority by making an electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders |

are required to take a print of the same and send physical copy duly signed along with requisite documents as specified |

in the form to the attention of the Nodal Officer, at the Registered Office of the Company. The e-form can be downloaded |

from the website of Ministry of Corporate Affairs www.iepf.gov.in. |

Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/principal |

amount, if any, standing to the credit of their account. f

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During the year, no amount of unclaimed dividend has been transferred to IEPF. I

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company.

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

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

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

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

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

The internal auditor of the company M/s. Bansal Manish & Associates, Chartered Accountants, checks and verifies the internal control and monitors them in accordance with policy adopted by the company from time to time. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

STATUTORY AUDITORS & THEIR REPORT

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

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

There are no qualifications or adverse remarks in the Auditor''s Report.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://kayceeenergy.com/. The employees of the Company are made aware of the said policy at the time of joining the Company.

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

ANNUAL RETURN

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to

be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at https://kayceeenergy.com/

SECRETARIAL AUDITOR

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

SECRETARIAL AUDIT REPORT & OBSERVATIONS

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

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

a. The Company had entered into Hypothecation Agreement with Tata Capital Financial Services Limited on 10^th November, 2022 for aggregating amount of INR 1,949,212.00 (Rupees Nineteen Lakhs Forty-Nine Thousand Two Hundred Twelve only) and Company has unintentionally failed to file Form CHG-1 for registration of Charge within the stipulated time period as specified under Section 77 of the Companies Act, 2013 read with Companies (Registration of Charges) Rules, 2014, However during the year under review, Company has filed for compounding of the same with Registrar of Companies, Jaipur.

Explanation: Observation is self-explanatory as company had filed for compounding of the same, also the said facility is repaid and closed during the year.

b. That during the financial year 2021-2022, the company was required to spend an amount of INR 9,10,000/-towards the CSR obligation after adjusting the amount of INR 51,326/- spent in excess pursuant to Section 135(5) of The Companies Act, 2013 read with Rule 3 of The Companies (Corporate Social Responsibility Policy) Rules, 2014. The company had not complied with the provisions of Section 135(5) of the act in that year.

However, during the year under review Company has donated INR 9,10,000/- on 28/11/2023 to M/s. Niraman Samajik Sanstha Devhare (an entity for undertaking CSR activities vide MCA registration no. CSR00027719) and thereafter filed for compounding of the same with Registrar of Companies, Jaipur.

Explanation: Observation is self-explanatory as company had filed for compounding of the same and also spent the amount during the year.

c. Company has on going overdraft facility from Yes Bank Limited of which company has failed to register the Charge as per the provisions of section 77 of the companies Act, 2013.

Explanation: It was inadvertently missed from being registered

d. Company has on going overdraft facility from State Bank of India of which company has failed to register the Charge as per the provisions of section 77 of the companies Act, 2013.

Explanation: It was inadvertently missed from being registered

e. During the year Company has availed overdraft facility from Panjab National Bank of which company has failed to register the Charge as per the provisions of section 77 of the companies Act, 2013.

Explanation: It was inadvertently missed from being registered

f. Company had on going facility from Srajan Capital Limited of which company had failed to register the Charge as per the provisions of section 77 of the companies Act, 2013 however the said facility is closed during the period under review.

Explanation: It was inadvertently missed from being registered

CORPORATE GOVERNANCE REPORT

Pursuant to the Listing Regulations, the Corporate Governance Report regarding compliance of conditions of Corporate Governance, is not applicable to the companies listed on SME Exchange of stock exchanges, therefore the said report is not applicable to your company.

MATERIAL CHANGES DURING THE YEAR

There were no material changes during the year, which may have adverse effect on the operations of the Company. RELATED PARTY TRANSACTIONS

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

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

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

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT

During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate.

DEPOSITS

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

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

INSURANCE

The properties/assets of the Company are adequately insured.

PARTICULAR OF EMPLOYEES

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

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

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

Conservation of energy-

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Company''s total cost of operations. However, as a part of the Company''s conservation of energy programme, the management has appealed to all the employees / workers to conserve energy.

Technology absorption-

i. The efforts made towards technology absorption: Your Company remains committed to the ongoing absorption of technology to maintain its competitive edge in the EPC industry. Through strategic investments, R&D, and a focus on sustainability, the company continues to enhance its capabilities in delivering high-quality, innovative solutions in the power transmission and distribution sector.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution; The concerted efforts towards technology absorption have significantly contributed to your Company''s growth and success in the EPC and power transmission and distribution sector. By leveraging advanced technologies, fostering innovation, and prioritizing sustainability, the company has enhanced its operational capabilities and established a strong foundation for continued excellence and leadership in the industry.

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

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

Foreign exchange earnings and Outgo-

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

Particulars	Current Year (2023-24) (Rs.)	Previous Year (2022-23) (Rs.)
C.I.F. Value of Imports	NIL	NIL
F.O.B. Value of Exports	NIL	NIL

SEXUAL HARASSMENT

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

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

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

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

a. Resignation of Ms. Garima Dasot (DIN: 10314437) from the post of Independent Director of the Company due to Pre-occupation of work somewhere.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year ended March 31, 2024, the Company incurred CSR contribution of INR 10.02 Lakhs /- (Rupees Ten Lakhs Two Thousand Only). The CSR initiatives of the Company were under the area of eradicating hunger, poverty and malnutrition. Further, the information pursuant to Section 134(3)(O) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - V outlining the main initiatives during the year under review. Further, your Company has obtained certificate from Chief Financial Officer as required under Section 135, of the Companies Act, 2013.

CSR Policy of the Company The CSR Policy of the Company is available on the website of the Company at https://www.tridenttechlabs.com/

The projects that will be undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013. EMPLOYEES'' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

MANAGEMENT DISCUSSION AND ANALYSIS

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

COST AUDITORS

Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company had not appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2023-24.

A DIRECTORS / KEY MANAGERIAL PERSONNEL

a. RETIREMENT BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Provisions of retire by rotation of Directors is applicable to the Company, accordingly appointment of Mr. Divyanshu Jain is proposed as director retirement by rotation in the 10^th AGM of the Company.

DETAILS OF BOARD MEETINGS

During the year, 12 (Twelve) number of Board meetings were held.

Sr. No.	Date of Board Meeting	Directors Present
1.	19.06.2023	1. Mr. Lokendra Jain 2. Ms. Shalini Jain
2.	02.09.2023	1. Mr. Lokendra Jain 2. Ms. Shalini Jain
3.	06.09.2023	1. Mr. Lokendra Jain 2. Ms. Shalini Jain
4.	08.09.2023	1. Mr. Lokendra Jain 2. Ms. Shalini Jain
5.	22.09.2023	1. Mr. Lokendra Jain

		2. Ms. Shalini Jain 3. Mr. Divyanshu Jain
6.	27.09.2023	1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Mr. Divyanshu Jain 4. Mr. Ashok Kumar Jain 5. Ms. Garima Dasot 6. Mr. Gaurav Anand
7.	12.10.2023	1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Mr. Divyanshu Jain 4. Mr. Ashok Kumar Jain 5. Ms. Garima Dasot 6. Mr. Gaurav Anand
8	19.10.2023	1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Mr. Divyanshu Jain 4. Mr. Ashok Kumar Jain 5. Ms. Garima Dasot 6. Mr. Gaurav Anand
9	20.12.2023	1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Mr. Divyanshu Jain 4. Mr. Ashok Kumar Jain 5. Ms. Garima Dasot 6. Mr. Gaurav Anand
10	03.01.2024	1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Mr. Divyanshu Jain 4. Mr. Ashok Kumar Jain 5. Ms. Garima Dasot 6. Mr. Gaurav Anand
11	03.01.2024	1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Mr. Divyanshu Jain 4. Mr. Ashok Kumar Jain 5. Ms. Garima Dasot 6. Mr. Gaurav Anand
12	25.01.2024	1. Mr. Lokendra Jain 2. Ms. Shalini Jain 3. Mr. Divyanshu Jain 4. Mr. Ashok Kumar Jain 5. Ms. Garima Dasot 6. Mr. Gaurav Anand

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge states that:

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

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts had been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and operating effectively and;

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

b. Changes In Board of Directors & Key Managerial Personnel:

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder and the Company''s Articles of Association, Mr. Divyanshu Jain (DIN: 10314433) was re-appointed as director retire by rotation at the 10^rd AGM.

As on the date of this report, the Company has the following Board of Directors (''BODs'') as per Section 2(10) and Section 149(1) of the Act and Regulation 17 of the SEBI (LODR) 2015:

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

personnel:

Sr.	Name Of Director & KMP	DIN	Date of Appointment	Nature Of Change	Designation
1	Lokendra Jain	07071212	22/09/2023	Appointment	Managing Director & Chairman
2	Shalini Jain	07071215	22/09/2023	Appointment	Whole - Time Director & CFO
3	Divyanshu Jain	10314433	13/09/2023	Appointment	Non-Executive Director
4	Gaurav Anand	10314427	23/09/2023	Appointment	Non-executive Independent Director
5	Ashok Kumar Jain	10314439	23/09/2023	Appointment	Non-executive Independent Director
6	Garima Dasot	10314437	23/09/2023	Appointment	Non-executive Independent Director
7	Yogesh Soni	-	22/09/2023	Appointment	Company Secretary and Compliance Officer

c. BOARD EVALUATION:

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

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

d. REMUNERATION POLICY:

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

e. DECLARATION BY INDEPENDENT DIRECTORS:

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

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

COMMITTEES OF THE BOARD

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

AUDIT COMMITTEE

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

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

During the Financial year 2023-24, Three (3) meeting of audit committee held on 19.10.2023, 20.10.2023, 25.01.2024.

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

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Audit Committee Meetings Held & Entitled to Attend	No. of Audit Committee Meetings Attended
Mr. Gaurav Anand	Chairman of Committee	Non-Executive Independent Director	3	3
Mr. Ashok Kumar Iain	Member	Non-Executive Independent Director	3	3
Mr. Lokendra Jain	Member	Managing Director	3	3

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

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors. NOMINATION AND REMUNERATION COMMITTEE

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

During the Financial year 2023-24, One (1) meeting of the Nomination and Remuneration Committee was held on 25.01.2024.

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

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Nomination & Remuneration Meetings Held & Entitled to Attend	No. of Nomination & Remuneration Meetings Attended
Mr. Ashok Kumar Jain	Chairman of Committee	Non-Executive Independent Director	1	1
Mr. Gaurav Anand	Member	Non-Executive Independent Director	1	1
Mr. Divyanshu Jain	Member	Non-Executive Independent Director	1	1

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

The stakeholder relationship committee comprises Non-executive Director, Whole-time Director and one Independent Director as its members. The Chairman of the Committee is an Non-Executive Director.

During the Financial year 2023-24, One (1) meeting of Stakeholder Relationship Committee was held on 20.03.2024.

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

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Stakeholder Relationship Meetings Held & Entitled to Attend	No. of Stakeholder Relationship Meetings Attended
Mr. Divyanshu Jain	Chairman of Committee	Non-Executive Director	1	1
Ms. Shalini Jain	Member	Whole-time Director	1	1
Mr. Gaurav Anand	Member	Non-Executive Independent Director	1	1

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee comprises Whole-time Director, Non-executive Independent Director, and Non -executive Director as its members. The Chairman of the Committee is an Non-Executive Director.

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

Name of the Director	Designation in the Committee	Nature of Directorship	No. of CSR committee Meetings Held & Entitled to Attend	No. of CSR committee Meetings Attended
Ms. Shalini Jain	Chairman of Committee	Whole-time Director	1	1
Mr. Gaurav Anand	Member	Non-Executive Independent Director	1	1
Mr. Divyanshu Jain	Member	Non-Executive Director	1	1

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

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

year: Nil

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

Nil

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

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

Nil

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

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

INDUSTRIAL RELATIONS

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

OTHER REGULATORY REQUIREMENT

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

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24.

INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 2023-24, there were no complaints or queries received from the shareholders of the Company. Company Secretary acts as the Compliance Officer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send their query to [email protected]

COMPLIANCE WITH THE SECRETARIAL STANDARDS

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

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

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

ACKNOWLEDGEMENT I

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

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Registered Office: By Order of the Board of Directors of

: 9 Krishna Vihar, Near Chungi Naka, Kay Cee Energy and Infra Limited

Nanta Road, Kunhadi Kotal in Ladpura Kota Rajasthan 324001

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Date: 03^rd September, 2024 SHALINI JAIN LOKENDRA JAIN

Place: Kota WHOLE-TIME DIRECTOR & CFO MANAGING DIRECTOR

DIN:07071215 DIN:07071212

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