Kratos Energy & Infrastructure Ltd Directors Report

To The Members,

Your Directors present herewith their 44^th Annual Report of your Company comprising the Audited Financial Statements for the year ended 31^st March, 2024.

STANDALONE FINANCIAL RESULTS:

(in Rs.)

PARTICULARS	Year ended on 31-03-2024	Year ended on 31-03-2023
Revenue from operations	-	11,40,000
Other Income	5,237	95,259
Total	5,237	12,35,259
Profit /(Loss) before depreciation and financial expenses	-49,56,206	-15,30,244
Financial cost	44,49,296	-
Depreciation and amortization	88,066	95,960
Profit/(Loss) before exceptional items	-94,93,568	-16,26,204
Exceptional item	-	-
Profit before tax	-94,93,568	-16,26,204
Current Tax (including Wealth Tax)	-	-
Short and Excess Provisions for Eariler years	-	-33,628
Deferred tax Liability/Asset	7,132	3,486
Profit/Loss for the year	-95,00,700	-15,96,062
Total comprehensive income for the year	-95,00,700	-15,96,062

OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

During the current year of operation, your Company has not registered any revenue from operation, as compared to Rs. 11.40 lakhs in the previous financial year. The other income stood at Rs. 0.05 lakhs as compared to Rs. 0.95 lakhs in the previous year. Your company has incurred a net loss of Rs. 95.00 lakhs as compared to a net loss of Rs. 15.96 lakhs in the previous financial year.

There was no change in the nature of business of the Company during the year under review.

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

In order to conserve the financial resources in company for future growth of the business the Board has not recommended any dividend for the financial year ended 31st March, 2024.

TRANSFER TO RESERVES

No amount is transferred to the general reserves account for the 44^thfinancial year ended 31st March, 2024. However, the net loss of the year is transferred to retained earnings under the head Other Equity in Balance Sheet.

DEPOSITS

During the year under review, your Company has not accepted any deposits from public within the meaning of Sections 73 and 74 of the Companies Act, 2013 (the “Act”) and the Companies (Acceptance of Deposits) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis (MDA) report on the business and operations of the Company is given in Annexure I and forms part of this Annual Report.

CORPORATE GOVERNANCE

As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 preparation of Corporate governance report is not applicable to our company as it does not fall under the criteria laid down in regulation 25 of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 i.e. our companys paid up share capital is not exceeding Rupees ten crore and net worth is not exceeding Rupees twenty five crores as on the last date of previous financial year, but as a good ethical practice KRATOS ENERGY & INFRASTRUCTURE LIMITED continues to follow corporate Governance practices.

BUSINESS RESPONSIBILITY REPORT

SEBI, vide its Circular dated May 10, 2021, made Business Responsibility and Sustainability Report mandatory for the top 1,000 listed companies (by market capitalization) from fiscal 2023. Since, the provisions of the Regulation 34(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company for the year ended March 31, 2024 based on the market capitalization, the Business Responsibility and Sustainability Report is therefore not given.

CREDIT RATING

During the year under review Company has not obtained credit ratings for the financial facilities.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year, There are no transactions with any related party as referred in subsection (1) of section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

There are no Holding, Subsidiary, Joint Venture or Associate Companies.

SHARE CAPITAL

During the year, there was no change in the Authorized Share Capital and Paid up Share Capital of the Company.

The capital structure as on 31^st March 2024 is as follows:

Authorized share Capital: Rs. 5,00,00,000/- (Rupees Five Crores Only) Divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs. 10/ - (Rupees Ten Only) Each.

Paid up capital of the Company:Rs. 1,00,00,000/- (Rupees One Crore Only) Divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs. 10/ - (Rupees Ten Only) Each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 (the ‘Act) Mrs. FerozaJamsheedPanday, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for reappointment. The Director have confirmed that he is not disqualified under subsection (2) of Section 164 of the Act and he is eligible for re-appointment as Directors of the Company.

With an intention to broad base the Board and taking in to consideration knowledge, experience and qualification, the Board of Directors of the Company appointed Mr. Nikhil Suryanath Pandey as Independent Director with effect from 10^th April 2024. And in was appointed as Independent Director on at the Extra Ordinary General Meeting held on 04^th July 2024.

Further, following were changes in directorship and Key Managerial Personal

On 05^th September 2024: Mrs. Shruti Pravesh Dalia (PAN: BVWPD9333B) member of the Institute of Company Secretaries of India, New Delhi, was appointed as a appointed as the Company Secretary and Compliance officer of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013.

On 28^th August 2024: Mrs. Prerana Joshi (PAN: AYAPJ1855E) member of the Institute of Company Secretaries of India, New Delhi, resigned as the Company Secretary and Compliance officer of the Company.

On 31^st March 2024: Mr. Irfan Ahmed Khan (DIN: 02258102) retired as Independent Director due to completion of tenure.

On 04^th August 2023: Mrs. Prerana Joshi (PAN: AYAPJ1855E) member of the Institute of Company Secretaries of India, New Delhi, was appointed as a appointed as the Company Secretary and Compliance officer of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013.

The policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act and Listing Regulations adopted by the Board is appended as Annexure II to the Boards Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. The policy is available on the website of the Company: www.kratosenergy.in.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149(6) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL

The internal control systems are commensurate with the nature of business and the size and complexity of operations of the Company. The Audit Committee periodically evaluates the adequacy and effectiveness of the Companys internal financial control systems and monitors the implementation of recommendations made by the Committee.

The Auditors of the Company have also opined that “the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2024”. Further certificate of compliance from the Executive Director and Chief Financial Officer annexed to this report confirms the adequacy of the internal control systems and procedures of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Act:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

(ii) 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 of the Company for the period;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) 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;

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SECRETARIAL AUDITORS AND THEIR REPORT

The Board of Directors appointed M/s. P M Agarwal & Co, Practising Company Secretaries (MembershipNo.51154/CPNo.19363, to conduct Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report do not contain any qualification, reservation and adverse remark and therefore do not call for any explanation or comments.

The Secretarial Audit Report for the financial year ended March 31, 2024 are annexed and forms part of this Report as Annexure III

The said report is also available on the website of the Company at www.kratosenergy.in.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) of the Act.

BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013 the Nomination and Remuneration Committee of the Board carried out an annual evaluation of every Directors performance. Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the Board evaluated the performance of Independent Directors. The Independent Directors in a separate meeting reviewed the performance of Non- Independent Directors, performance of Board as a whole and performance of the Chairman.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s. H. G. Sarvaiya& Co., Chartered Accountants (FRN: 0115705W) were appointed as Statutory Auditors of the Company for a term of 5 consecutive years to hold office from the conclusion of the 40^th Annual General Meeting till the commencement of the 45^th Annual General Meeting. In accordance with the Section 40 of the Companies (Amendment) Act, 2017, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. Thus, M/s. H. G. Sarvaiya& Co., Chartered Accountants will continue to hold office till the conclusion of 45^th Annual General Meeting.

The Auditors Report to the shareholder for the year ended March 31, 2024 does not contain any qualification, reservation or adverse remark and therefore does not call for any explanation or comments.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

COST RECORDS AND COST AUDIT

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, company is not covered under these provisions, therefore Company has not maintained these records and it is not required to obtain Cost Audit Report.

DISCLOSURES

AUDIT COMMITTEE

The Audit Committee was reconstituted by the Board of Directors of the Company on 10^th April 2024. The reconstituted Audit Committee comprised of two Independent Directors namely Mr. Nikhil Suryanath Pandey Chairman of the Committee & Mr. Niket Naik as Members and one Non-Executive Mrs. Feroza Jamsheed Panday.

Mr. Irfan Ahmed Khan resigned on 31^st March 2024 as director and thus ceased to be member of audit committee. Post resignation Mr. Nikhil Suryanath Pandey was appointed as the Chairman of the Committee. All the recommendations made by the Audit Committee were accepted by the Board. The number and dates of the meetings held during the financial year 2023-24 are provided in Annexure IV to the Boards Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was reconstituted by the Board of Directors of the Company on 10^th April 2024. The reconstituted Nomination and Remuneration Committee comprised of two Independent Directors namely Mr. Nikhil Suryanath Pandey Chairman of the Committee & Mr. NiketNaik as Members and one Non-Executive Mrs. FerozaJamsheedPanday.

Mr. Irfan Ahmed Khan resigned on 31^st March 2024 as director and thus ceased to be member of Nomination and Remuneration Committee. Post resignation Mr. Nikhil Suryanath Pandey was appointed as the Chairman of the Committee. The policy for selection of Directors and determining Directors independence and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees may be accessed on the Companys website www.kratosenergy.in. The salient features of the policies are annexed to this Report as Annexure II. The number and dates of the meetings held during the financial year 2023-24 are provided in Annexure IV to the Boards Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to the Company for the financial year ended 2023-24.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The stakeholders Relationship Committee was reconstituted by the Board of Directors on 19^th May 2023 and on 10^th April 2024. The reconstituted Committee comprises of two Independent Directors namely Mr. Nikhil Suryanath Pandey Chairman of the Committee & Mr. Niket Naik as Members and one Non-Executive Mrs. Feroza Jamsheed Panday

Mr. Irfan Ahmed Khan resigned on 31^st March 2024 as director and thus ceased to be member of audit committee. Post resignation Mr. Nikhil Suryanath Pandey was appointed as the Chairman of the Committee. The number and dates of the meetings held during the financial year 2023-24 are provided in Annexure IV to the Boards Report.

RISK MANAGEMENT

Your Company has framed, developed and implemented Risk Management Plan, pursuant to the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has adequate systems to identify major risks which may threaten the existence of the Company. The same is subject to review from time to time. Mitigation measures for the identified risks are taken based on the type of risks.

VIGIL MECHANISM

The Company has formulated a Vigil Mechanism for directors and employees to report their genuine concerns or grievances pursuant to Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee oversees the Vigil Mechanism. The Vigil Mechanism provides for adequate safeguards against victimization of director(s), employee(s) or any other person who avail the mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The policy on Vigil Mechanism may be accessed on the Companys website www.kratosenergy.in.

INTERNAL COMPLAINTS COMMITTEE

The Company has constituted a Committee by name Internal Complaints Committee, in compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014. The said Committee is constituted to consider and resolve all sexual harassment complaints reported by women employees. During the year under review the Company did not receive any such complaint.

MEETINGS OF THE BOARD

During the year, 06(Six) meetings of the Board of Directors were held, the details of which are given in Annexure IV to the Boards Report.

The Company has complied with the requirements of SS-1 in respect of the meetings of the Board of Directors held during the year.

The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and the SEBI Listing (Obligations and Disclosure Requirements) Regulations, 2015.

WEB LINK OF ANNUAL RETURN

Copy of the Annual Return for the year ended March 31, 2024 will be placed on the website of the Company at www.kratosenergy.in pursuant to Section 92(3) of the Companies Act, 2013.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The contact details of Nodal Officer of the Company are available on the website of the Company at www.kratosenergy.in.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014, the Annual Return of the CompanyforFY2023-24 is available on the website of the Company at www.kratosenergy.in.

HUMAN RESOURCES (HR)

The Companys HR policies and procedures are designed to recruit and retain the best talent to support the operations of the Company and to align the interest of employees with the long term organizational goals.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not made investment or given security or granted any loans to companies, firms, Limited Liability Partnerships or other parties.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo Particulars with respect to Conservation of Energy and Technology Absorption pursuant to Rule 8(3) A and 8(3) B of the Companies (Accounts) Rules, 2014 are provided as under:

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy: NIL

(ii) The steps taken by the company for utilizing alternate sources of energy: NIL (iii) The capital investment on energy conservation equipment: NIL

(B) Technology Absorption

(i) The efforts made towards technology absorption: NIL

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: NIL

(iii)In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

(a) The details of technology imported: NIL

(b) The year of import: NIL

(c) Whether the technology been fully absorbed: NIL

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: NIL

(iv)The expenditure incurred on Research and Development: NIL

(C) 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.

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo: Nil

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rules 5(1)of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 are provided in Annexure V.

The relations between the management and the staff remained cordial during the period under review.

There were no employees/directors drawing remuneration of more than Rs. 1,02,00,000/- (Rupees One Crore Two lakhs Only) during the financial year or Rs. 8,50,000/- (Rupees Eight Lakh Fifty Thousand) per month for part of the financial year.

SECRETARIAL STANDARDS

During the year under review, your company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

SIGNIFICANT AND MATERIAL ORDER IS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

Reverse Merger Note:

The company is undergoing PPIRP (Pre-Packaged Insolvency Resolution Plan) process. The application was filed with NCLT Bench Mumbai on 27th September 2023. The Hon. NCLT admitted the PPIRP application on 1st February, 2024 declaring moratorium on the company and appointed Interim Resolution Professional. The Committee of Creditors in its final meeting held on 27th April, 2024 approved the resolution plan submitted by the strategic investor LMIL (Lords Mark Industries Limited) wherein LIML shall repay the debt of the company and subsequently reverse merge with the company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to Directors and employees of the Company under any scheme.

c. Details relating to employees stock option scheme.

d. Revision of financial statement or Boards report.

e. Buyback of shares.

f. The Company does not have scheme for provision of money for purchase of its own shares by employees or by trustee forth benefit of employees.

g. Purchase by Company of its own shares or giving of loans for such purchase.

h. There is no change in the nature of business of the Company.

i. There is no material change or commitment affecting the financial position of the Company, occurred between the end of the financial year and the date of this report.

j. The Company has not accepted deposits within the meaning of Section 73 or Section 76 of the Companies Act, 2013.

k. No remuneration was paid to Non-executive Directors except sitting fees.

l. No fraud has been reported by the Auditors to the Audit Committee of the Board.

m. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported in the financial year 2022-23.

n. There was no subsidiary, associate or joint venture company of the company during the financial year under review.

o. Shares held in trust for the benefit of employees.

p. Issue of debentures/warrants.

q. Transfer to Investor Education and Protection Fund (IEPF).

r. Disclosure about the application made or any proceeding pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year along with their status as at the end of the financial year.

s. Disclosure about the difference between the amounts of the valuation executed at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Acknowledgements

The Directors wish to place on record their appreciation to the wholehearted help and co-operation the Company has received from the business associates, partners, vendors, clients, government authorities, and bankers of the Company. The relations between the management and the staff were cordial during the period under review. The Company also wishes to put on record its appreciation for the work done by the staff. Your Directors appreciate and value the trust imposed upon them by the members of the Company.

	For & on behalf of the Board of Directors,
	Kratos Energy & Infrastructure Ltd.
Sd/-	Sd/-
(Rajesh Pawar)	(Feroza Jamsheed Panday)
Whole Time Director	Director
DIN: 00232533	DIN: 00232812
Place: Mumbai
Date: 05th September 2024