Kratos Energy & Infrastructure Ltd Directors Report

To

The Members,

Your Directors present herewith their 43^rd Annual Report of your Company comprising the Audited Financial Statements for the year ended 31^st March 2023.

1. FINANCIAL RESULTS:

	Year ended on 31-03-2023	Year ended on 31-03-2022
Total Income	12,35,259	1,01,22,101
Gross Profit before Depreciation and Tax	-15,30,244	7,85,055
Less: Depreciation	95,960	1,17,732
Profit / (Loss) before Tax	-16,26,204	6,67,323
Less: Provision for Current Taxation	-	1,48,000
Less : Short and Excess Provisions for Eariler years	-33,628	68,052
Less: Deferred Tax Asset	3,486	10,000
Profit/(Loss) after Taxation	-15,96,062	4,41,271
Balance brought forward from previous year	2,26,68,266	2,22,26,995
Add: Excess provision of income tax Written back	-	-
Balance carried forward to Balance Sheet	2,10,72,204	2,26,68,266

2. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

During the current year of operation, your Company has registered revenue from operation of Rs 11.40 lakhs, as compared to Rs. 92.74 lakhs in the previous financial year, an increase of about 87.70%. The other income stood at Rs. 0.95 lakhs as compared to Rs. 8.48 lakhs in the previous year. Your company has incurred a net loss of Rs. 15.96 lakhs as compared to a net profit of Rs. 4.41 lakhs in the previous financial year.

During the current year of operations, Company continued to earn revenue from the consultancy charges and sale of Work Contract Materials. Your Company is expected to grow its business in the near future.

3. CHANGE IN NATURE OF BUSINESS

During the financial year 2022-23, Company has not changed its nature of business and had been continuing with the same line of business.

4. DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company does not have any subsidiary, joint Venture or associate Company.

5. DIVIDEND AND TRANSFER TO RESERVES

In order to conserve resources for future growth, your Directors do not recommend any dividend for the year 2022-23 and no amount has been transferred to any Reserve for the year ended 2022-23.

6. DEPOSIT

During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There is no occurrence of material change and commitment made between the end of the financial year and date of this report which has affected the financial position of the company.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The changes that had occurred in the composition of the Board of Directors and Key Managerial Personnel are as follows:

1. In accordance with the provisions of Section 152(6) the Companies Act, 2013, Mr. Rajesh Raghunath Pawar (DIN: 00232533) Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

2. Mr. Jigar Joshi, resigned as the Company Secretary and Compliance officer of the Company with effect from 15^th February 2023.

3. Ms. Prerana Joshi, Appointed as the Company Secretary and Compliance officer of the Company with effect from 04^th August 2023.

None of the Directors of the Company are disqualified for being appointed and re-appointed as Directors in terms of Section 164 of the Companies Act, 2013. No other Director or Key Managerial Personnel has been appointed, resigned or retired during the year.

9. 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.

10. EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) and 134(3)(a) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014 as substituted by the Companies (Management and Administration amendment) Rules, 2021 dated 05.03.2021 a copy of the Annual Return is made available on the Website of the Company at www.kratosenergy.in

11. MEETINGS

During the year, 5 (five) meetings of the Board of Directors of the Company were convened and held. The details of date of meetings and the attendance of each director at the Board Meetings and Committees are annexed herewith as "Annexure I". The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(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.

13. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to the Company for the financial year ended 2022-23.

14. AUDIT COMMITTEE AND NOMINATION & REMUNERATION COMMITTEE

The Audit Committee of the Company is constituted in accordance with Section 177(2) of the Companies Act, 2013. The Composition of the Audit Committee is as follows:

Name of the Director	Status
Mr. Irfan Ahmed Khan	Chairman
Mr. Niket Naik	Member
Mrs. Feroza Panday	Member

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is annexed herewith as "Annexure-II".

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year, the company has not given loans, guarantee, provided any security or made investments within the meaning of Section 186 of the Companies Act, 2013.

16. RELATED PARTY CONTRACTS

During the financial year, There are no material transactions with any related party as referred in sub-section (1) of section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. Your Directors draw attention to Note no. 28 of Notes forming part of financial statement which sets out related party disclosure.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to energy conservation, technology absorption and research & development pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation of Energy:

i.Steps taken or impact on conservation of energy: Since the Company is not carrying out any manufacturing activities, it is not energy intensive. Adequate measures have been taken to conserve the energy utilized.

ii. Steps taken by the Company for utilizing alternate sources of energy: The Company has not utilized any alternate source of energy during the year.

iii. Capital investment on energy conservation equipments: Nil

B. Technology absorption:

i. Efforts made towards technology absorption: Nil

ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

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

a) Details of technology imported - No technology was imported.

b) Year of import - Not Applicable

c) Whether the technology been fully absorbed- Not Applicable

d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof - Not Applicable

iv. Expenditure incurred on Research and Development - Not Applicable

C. Foreign Exchange earnings and outgo:

During the year 2022-23, there have been no foreign exchange earnings or outgo.

18. RISK MANAGEMENT

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.

19. FORMAL ANNUAL EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

Independent Director evaluated the performance of non-independent directors, performance of the Board as a whole and performance of the Chairman, taking into account the views of executive directors and non-executive directors.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

21. INTERNAL FINANCIAL CONTROL

Your Company has Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Companys policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of Accounting records and the timely preparation of reliable financial disclosures.

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

Your Directors state that during the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013.

23. ESTABLISHMENT OF VIGIL MECHANISM

The Company has a Vigil Mechanism to deal with the instances of fraud and mismanagement, if any. The Vigil Mechanism Policy had been recommended by the Audit Committee and thereafter approved and adopted by the Board of Directors of the Company.

24. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are appended as Annexure - III to the Directors Report.

None of the employees of the Company employed throughout the year were in receipt of remuneration in excess of the limits set out in Rule 5(2) of the said rules.

25. AUDITORS Statutory Auditors

At the Companys 40^th Annual General Meeting held on 25^th November 2020, M/s. H. G. Sarvaiya & Co., Chartered Accountants (FRN: 0115705W), were appointed as Companys Statutory Auditors for a period of 5 (five) years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 45^th Annual General Meeting to be held in the year 2025.

Secretarial Auditor

M/s. P M Agarwal & Co, Practising Company Secretaries, were appointed as Secretarial Auditor of your Company to conduct a Secretarial Audit of records and documents of the Company for the financial year ended 31^st March, 2023. The Secretarial Audit Report for the financial year ended 31^st March, 2023 is annexed herewith as "Annexure IV".

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in Annexure -V and forms a part of the Annual Report.

27. AUDITORS REPORT

The Statutory Auditors M/s. H. G. Sarvaiya & Co., Chartered Accountants, have issued their reports on Financial Statements for the financial year 202223. The statutory audit report for the year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013

The Board of Directors state that M/s. H. G. Sarvaiya & Co., Chartered Accountants Statutory Auditors have not reported of any fraud involving any amount committed by the Company to the Central Government, Audit Committee or to the Board of Directors of the Company.

SECRETARIAL AUDITORS REPORT

The Secretarial Audit Report for the year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer made by Secretarial Auditor.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the continued support and cooperation received from various customers, banks, employees and other stakeholders of the company.

	For & on behalf of the Board of Directors,
	Kratos Energy & Infrastructure Ltd.
	(Rajesh Pawar)	(Irfan Khan)
	Whole Time Director	Director
Place: Mumbai	DIN: 00232533	DIN: 02258102
Date: 14th August, 2023