KCL Infra Projects Ltd

2. STATE OF COMPANY'S AFFAIRS:

Despite of difficult market conditions, healthy competition in the market and lack of interest of the investors, the performance of our Company has been satisfactory and has been able to achieve the healthy growth for its stakeholders. The performance evaluations of the Company are as under; Revenue: During the financial year 2023-24, the revenue of the Company has decreased from Rs 2157.14 Lacs to Rs.1178.47 Lacs

Expenses: In Financial Year ended 31 March, 2024, the purchase & cost expense of the Company hasdecreased from Rs. 2051.10 Lacs to Rs.1058.73 Lacs as compared to the previous financial year ended on 31st March, 2023. Also the finance cost of the Company is increased by 13.86 Lacs as compared to the previous financial year 2022- 23.

Depreciation: Depreciation decreased from Rs 7.59 Lacsto Rs. 7.51 Lacs in the current year. Depreciation is in accordance with the provision of Schedule II of the Act. Profit before Tax: In the financial year 2023-24 the Total Revenue of the Company has decreasedby 45.37% as compared to previous financial year 2022-23 consequently the profit has Increased by 12.92% and reached at Rs.119.73 Lacs.

Share Capital: Equity share capital changed from Rs. 2480.15 lacs toRs. 3850.22 lacs,

Earnings per share: Basic & diluted Earnings per share (EPS) is Rs.0.0226 per share as against Rs.0.06 per share in the previous year.

3. SHARE CAPITAL

The Equity shares of the company are presently listed only on BSE Limited.

The issued, subscribed, paid up equity capital 38,50,21,695During the year under review, the company has allotted partly paid up equity shares to the shareholders, and a period of twelve months have been completed from the date of right issue on September 2023. Further Board of Directors of the Company at its meeting held on Saturday 27 January, 2024 have approved the forfeiture of 9,43,98,137 partly paid up equity Shares of Face value of Rs. 2/- each on which First and Final Call money of Rs. 1.5/- per share remains unpaid from the concerned shareholders.

4. DIVIDEND:

Your Directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits in the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended March 31, 2024.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis as required under Listing Regulations has been annexed as

"Annexure 5" which forms part of this report.

6. PERFORMANCE AND FINANCIAL POSITION OF ASSOCIATE COMPANIES

As per Companies Act, 2013 and as on date the company is neither having any Subsidiary Company u/s 2(87) nor any Associate Company u\s 2(6) and hence, do not call for any disclosure under this head.

7. CORPORATE GOVERNANCE REPORT

As per SEBI Listing Regulations, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report. As per Regulation 34 of the SEBI Listing Regulations, a business responsibility report is attached and forms part of this annual report the company is mandatorily required to file Corporate Governance Report as per SEBI(LODR) Regulations 2015 . Corporate Governance Report is annexed as "Annexure 6".

8. ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed here with for your kind perusal as"Annexure-2."

9. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company's internal financial control framework is commensurate with the size and operations of the business and is in line with requirements of the Act. The Company's internal financial controls framework is based on the three lines of defense model. The Company has laid down standard operating procedures and policies to guide the operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company. The board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.

10. DIRECTORS AND KEY MANAGERIAL PERSON

11. DECLARATION BY INDEPENDENT DIRECTORS

the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

12. MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2023-24

13. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued there under, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2023-24 The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (Listing

Obligation and Disclosure Requirements) Regulation 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of non-Independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non- executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Directors will be introduced to all the Board members and the senior management personnel such as Chief Financial Officer, Company Secretary and various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director. And meeting may be arranged for the Independent Directors with aforesaid officials to better understand the business and operation of the Company. As a part of continuous updating and familiarization with the Company, every Independent Director will be taken for visits to the factory or manufacturing units and other branch of the company where the officials of the various departments apprise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality etc. The Company may also circulate news and articles related to the industry from time to time and may provide specific regulatory updates.

15. AUDITORS

M/s Scan & Co. (previously known as M.S. Singhatwadia& Co.,) Chartered Accountants, were reappointed as Statutory Auditors of the Company at the AGM held on 30th September, 2024, for a term of five consecutive years to hold office from the conclusion of that meeting till the conclusion of the Annual General Meeting of the Company to be held in 2029. In accordance with the Companies Amendment Act, 2017, enforced on May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. In view of such omission of proviso, agenda item relating to ratification of Statutory Auditors is not included in the Notice of ensuing Annual General Meeting.

16 . AUDITOR'S REPORT

The Board has appointed M/s Scan & Co. (previously known as M.S. Singhatwadia& Co.), Chartered Accountants to conduct the Statutory Audit for the year 2023-24. There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. Further the Auditors' Report for the financial year ended, 31st March, 2024 is annexed herewith for your kind perusal and information

17. SECRETARIAL AUDITOR'S REPORT

The Board has appointed CS Vishakha Agrawal, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as "Annexure-3"tothisReport.

18. BOARDCOMMITTEE

Pursuant to Section 178 of the Companies Act, 2013,Company had constituted the following Board Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholders Relationship Committee;

4. Risk Management Committee; and

5. Management Committee.

The composition of all Committees has been stated under Corporate Governance Report forming an integral part of Annual Report.

19 . PARTICULARS OF EMPLOYEES

The details in respect of employees of the Company will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars, 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 AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary of the Company in this regard.

20. PARTICULARS OF LOANS, GUARANTEES OR/AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statement (Please refer toNoteNo.6and7tothe standalone Financial Statement).

21. DISCLOSURE REQUIREMENTS

As per the Provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 entered into with the stock exchanges, corporate governance report with auditors' certificate there on and management discussion and analysis are attached, which form part of this report. DetailsofthefamiliarizationprogrammeoftheindependentdirectorsareavailableonthewebsiteoftheCo mpany(www.kclinfra.com) The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of theSection177(9) of the Act .The whistle blowing Policy is available on the company's website at(www.kclinfra.com)

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, AND REDRESSAL) ACT,2013

Our Company is committed to provide the healthy environment to all its employees, the company has in place a Prevention of the Sexual Harassment Policy and an Internal complaints redressal mechanism as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received from any employee during the financial year 2023-24, hence no complaints are outstanding as on31.03.2024.

23. RELATEDPARTYTRANSACTIONS

None of the transaction with related parties (related to business) falls under the scope of Section 188(1) of the Act, Information on transactions with related parties pursuant to section134 (3) (h) ofthe Act read with rule 8(2) of Companies (Accounts) Rules,2014aregivenin "Annexure1" inFormAOC-2andsame forms part of this report.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review

25. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

26. RISK MANAGEMENT

In today's economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business. The Board reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis by keeping Risk Management Report before the Board &Audit Committee periodically.

27. FIXEDDEPOSITS/DEPOSITS

During the year under review your Company has not accepted or invited any fixed deposits from the public and there were no outstanding fixed deposits from the public as on the Balance Sheet date. Our Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act,2013 along with Companies(Acceptance of Deposits)rules,2014.

28. DISCLOSURE UNDER SECTION 164(2):

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(2) of theCompaniesAct,2013.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the financial year 2023-24, there were no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

30. AUDIT COMMITTEE:

The Audit Committee Comprises of Three Independent Directors and one executive director, namely Mr. Archit Yadav as Chairman, Mrs. Devyani Chhajed as member, Mr. Mohan Jhawar as member and Mr. Moeenuddin Makrani as the member of the Committee. All recommendations made by the Audit Committee were accepted by the Board. The Committee inter alia reviews Internal Control Systems and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board of Directors of the company.

31. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Stakeholders' relations have been cordial during the year, as a part of compliance, your Company has Stakeholders Relationship Committee to consider and resolve the grievances of security holders of your Company. There were no grievances pending as on 31st March, 2024.A confirmation to this effect has been received from your Company's Registrar and Share Transfer Agent.

32. NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board has on recommendation of the Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and the evaluation. The Nomination and Remuneration Policy is forming part of Director's Report as

"Annexure 4".

33. PARTICIPATION IN THE GREEN INITIATIVE:

Our Company continues to wholeheartedly participate in the Green Initiative under taken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to their Depository Participant.

34. INTERNAL AUDIT:

The Board of Directors has appointed M/s Jain Tiwaddi &Associate, Chartered Accountants as Internal Auditors of your Company for financial year 2023-24.

35. TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

As per the provisions of section 125 of the Companies Act 2013 and as per the rule 3 of the Investor Education and Protection Fund (awareness and protection of investors) Rules, 2001, No Amount is pending to be transferred to IEPF.

36. CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 the Board to

Directors has formulated and adopted the "Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company.

The Board has also formulated and adopted "Code of Conduct for Prohibition of Insider Trading"

(Code of Conduct) of the company as prescribed under Regulation 9 of the said Regulation.

37. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2024.

38. APPLICATION OR PROCEEDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016

There is no application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of onetime settlement with any Bank or Financial Institution.

39 . SECRETARIAL STANDARDS

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

40. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

41. ACKNOWLEDGEMENTS

The Board of Directors of your Company acknowledges their sincere appreciation for the support extended by the statutory authorities, the stock exchanges, advisors, shareholders and staff of the

Company for the valuable assistance, support and co- operation extended to the Company and continuous support and faith reposed in the Company.