Directors Report of Lords Mark Industries Ltd.

Mar 31, 2024

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:

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 company''s 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 sub¬
section (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 Board''s 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 Company''s 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 Director''s 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 Board''s 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 Director''s independence and policy relating to the remuneration of Directors, Key
Managerial Personnel and other employees may be accessed on the Company''s 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 Board''s 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 Board''s 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
Company''s 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 Board''s 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 Company''s 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 COMPANY''S 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
(Lord''s 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 employee''s stock option scheme.

d. Revision of financial statement or Board''s 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: 05^th September 2024

---

Mar 31, 2018

DIRECTORS'' REPORT

To

The Members,

The Directors present herewith their Audited Financial Statement for the year ended 31^st March 2018.

1. FINANCIAL RESULTS:

		(in Rs.)
	Year ended on 31-03-2018	Year ended on 31-03-2017
Total Income	4,42,87,657	3,89,27,112
Gross Profit before Depreciation and Tax	97,52,765	36,56,185
Less: Depreciation	26,467	23,372
Profit / (Loss) before Tax	97,26,298	35,64,926
Less: Provision for Current Taxation	19,00,000	10,85,755
Less: Deferred Tax Asset	57,797	28,380
Profit/(Loss) after Taxation	77,68,501	24,50,791
Balance brought forward from previous year	23,36,190	(1,33,429)
Add: Excess provision of income tax Written back	-	18,828
Balance carried forward to Balance Sheet	1,01,04,691	23,36,190

2. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

During the current year of operation, your Company has registered revenue from operation of Rs. 334.25 lakhs, as compared to Rs. 360.00 lakhs in the previous financial year, a decline of about 7.15%. The other income stood at Rs. 108.63 lakhs as compared to Rs. 29.27 lakhs in the previous year. Your company has earned net profit after tax of Rs. 77.68 lakhs as compared to profit of Rs. 24.51 lakhs in the previous financial year.

Your company performed well during the year. The overall performance of the Company was good and the directors expect to do better in the next financial year.

3. CHANGE IN NATURE OF BUSINESS

During the financial year 2017-18, 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 has M/s. E''L Dorado Guarantee Limited as its Associate Company in which the Company holds 44.22% of equity share capital the entire value of which had been written off earlier. The statement containing the salient features of the financial statement of the Associate Company as required under Section 129(3) of the Companies Act, 2013 in Form AOC-1 is annexed herewith as ''Annexure I''. However, your Company does not have

Subsidiary or Joint Venture as on 31^st March, 2018. During the financial year, no Company became or ceased to be the 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 2017-18 and no amount has been transferred to any Reserve for the year ended 2017-18.

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, Mrs. Sandhya Kotian (DIN: 07129237), Director of the Company retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting.

2. In accordance with the provision of Section 161(1) of the Companies Act, 2013, Mr. Vivek Gadiyar (DIN - 01486488) was appointed as an Additional Director w.e.f. 4^th December, 2017 and holds office until the conclusion of the ensuing Annual General Meeting and being eligible, offers himself for appointment as s Director, liable to retire by rotation.

3. In accordance with the provision of Section 203 of the Companies Act, 2013, Mrs. Pooja Lahoty was appointed as the Company Secretary of the Company with effect from 13^th September, 2017.

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

The details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as "Annexure II".

11. MEETINGS

During the year, 9 (nine) 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 III". 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 had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for the period;

(iii) the directors had 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 proper internal financial controls were in place and that the financial controls were adequate and 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 2017-18.

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 Ijaz Ahmed Khan	Chairman
Mr. Rohinton Sam Poonawala	Member
Mrs. Sandhya Kotian	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-IV".

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year, the company has not given guarantee or provided any security to any persons or body corporate. The Company has made investments and loans within the meaning of Section 186 of the Companies Act, 2013 and the particulars of investments and loans as on the year ended are provided in Note no. 7 and 10 respectively forming part of the financial statement.

16. RELATED PARTY CONTRACTS

During the financial year, your Company entered into related party transactions which were on arm''s length basis and in ordinary course of business. 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 equipment’s: 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 2017-18, 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 Company''s 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 - V'' 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 Company''s 37^th Annual General Meeting held on 29^th September, 2017, M/s. Bajrang Paras & Co., Chartered Accountants (ICAI Firm Registration No. 118663W), were appointed as Company''s Statutory Auditors to hold office till the conclusion of the 42^nd Annual General Meeting, subject to ratification by the members at every Annual General Meeting until the expiry of the period of original appointment. However, the Companies Amendment Act, 2017 (Vide notification dated 7^th May, 2018 issued by Ministry of Corporate Affairs) omits the provision related to annual ratification from Companies Act, 2013 and the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 38^th AGM.

Secretarial Auditor

The Board had appointed M/s. Jayshree A. Lalpuria & Co, Practising Company Secretaries, to conduct Secretarial Audit to the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31^st March, 2018 is annexed herewith as "Annexure VI".

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 -VII'' and forms a part of the Annual Report.

27. AUDITOR''S REPORT

As regard the Auditors'' remark in their Report for the financial year ended 31^st March, 2018 relating to non-preparation of consolidated financial statements as required under section 133 of the Companies Act, 2013, the Directors wish to state that the Company could not prepare the same as the financial statement of Limited Liability Partnership where the Company is having investment as well as of Associate Company were not ready and were not made available to the Company till the date of signing of this Report.

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

The Board of Directors state that M/s. Bajrang Paras & 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 AUDITOR''S REPORT

As regards qualifications/remarks of the Secretarial Auditor in her report, the Directors wish to clarify that:

-The Company was looking for a suitable candidate to be appointed as Company Secretary pursuant to section 203(1) of the Companies Act, 2013 and Rule 8 of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, after the resignation of earlier Company Secretary, but appoint the new CS only on 13^th September, 2017.

-the Company shall take necessary steps to ensure the compliance with the provisions of Section 186 of the Companies Act, 2013.

-The Company has intimated the promoter about the provisions of Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the hundred percent shareholding of promoter should be in dematerialized form and the Company has been informed that the promoter shall take necessary step in this regard.

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,

For Kratos Energy & Infrastructure Ltd.

(Rajesh Pawar) (Sandhya Kotian)

Place: Mumbai Whole Time Director Director

Date: 13^th August, 2018 DIN: 00232533 DIN: 07129237

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Mar 31, 2013

The Members of Kratos Energy & Infrastructure Ltd.

The Directors have pleasure in presenting the Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

Particulars Current Year Previous Year 2012-13 2011-12 (Rs.) (Rs.)

Total income 3,55,28,250 2,27,13,580

Profit / (Loss) before Depreciation & Taxation 11,70,988 10,64,640

Less: Depreciation 36,214 41,090

Add/(Less): Deferred Tax (1,430) (1,379)

""Less: Provision for Current Tax 11,33,928 4,76,144

Less: Provision for MAT

Profit (LossTafter Taxation (584) 546,027

Add: Balance b/f last year (15,89,149) (21,35,176)

Balance c/f to Balance Sheet (15,89,733) (15,89,149)

DIVIDEND:

The Directors do not recommend any dividend for the year under consideration.

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Articles of the Company, Mr. Irfan Ajaz Ahmad Khan retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment.

Mr. Darayus K. Paowalla and Mr. Pranav P. Sanghvi resigned from the Board on 25th April, 2013 and Mr. Garnet A. Rego resigned from the Board on 20th May, 2013. The Board of Directors placed on record their appreciation for the valuable advice and guidance rendered by Mr. Darayus K. Paowalla, Mr. Pranav P. Sanghvi and Mr. Garnet A. Rego during their association with the Company.

Mr. Rajesh R. Pawar and Mr. Taranath C. Kotian were appointed as Additional Directors with effect from 25th April, 2013 and hold office up to the date of the forthcoming Annual General Meeting. Notices have been received under Section 257 of the Companies Act, 1956 from a member proposing their candidature for office of Director and such appointments have been proposed at Item No. 4 & 5 respectively of the Notice dated 4th September, 2013.

LISTING OF SECURITIES

The shares of the Company are listed on Bombay Stock Exchange Ltd. and the listing fees for the current year have been paid.

PUBLIC DEPOSIT

During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of section 58 A of the Companies Act, 1956.

AUDITORS:

M/s. Sadhana D. Shah & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at ensuing Annual General Meeting and being eligible offer themselves for re- appointment. The Company has received a certificate from the Auditors u/s. 224(1 B) of the Companies Act, 1956 to the effect that their re-appointment, if made, will be within the limit prescribed.

AUDITOR''S REPORT

With reference to point 7 of the Annexure of the Auditors Report, the Company would like to state that since the volume of activity is minimal, there is no internal audit system in place.

SECRETARIAL COMPLIANCE CERTIFICATE

The Compliance Certificate received in accordance with the provisions of section 383A (1) of the Act read with the Companies (Compliance Certificate) Rules 2001 being attached to the Directors'' Report.

PARTICULARS OF EMPLOYEES:

No employees of the Company was drawing remuneration in excess of the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Company''s (Particulars of Employees) Rules 1975 and hence no information is furnished under these provisions.

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

The disclosure of particulars of energy conservation and technology absorption pursuant to the provisions of Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not given as the same are not applicable to the Company.

FOREIGN EXCHANGE DETAILS:

Foreign exchange earnings: Rs. 3,15,076/-

Foreign exchange outgo: NIL.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act 1956, your Directors confirm:-

1) That the applicable accounting standards have been followed in the preparation of annual accounts.

2) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company at the end of the financial year and of the loss of the company for that period.

3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) That the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their thanks and appreciation for the co-operation and assistance received from the Bankers, Government Authorities and other business associates.

For and on behalf of the Board

Kratos Energy & Infrastructure Ltd.

Place: Mumbai ,,

Date :30th May, 2013 Director Director

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Mar 31, 2010

The Directors have pleasure in presenting the 30th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

Particulars Current Year Previous Year

2009-10 2008-09

(Rs.) (Rs.)

Total Income 10,34,486 777,723

Profit / (Loss) before Depreciation & Taxation 7,71,354 602,459

Less: Depreciation 56,195 69,911

Less: Provision for Taxation 1,10,406 Nil

Add/Less: Provision for Deferred Tax Asset 1,253 2,901

/Liability_

Profit (Loss) after Taxation 6,0,6006 535,449

Add: Balance b/f last year (39,69,899) (45,05,348)

Balance c/fto Balance Sheet (33,63,893) (39,69,899)

DIVIDEND:

Due to losses and insufficient distributable profits, the Directors do not recommend any dividend for the year under consideration.

DIRECTORS

In accordance with the provisions of Companies Act; 1956 and the Articles of the Company, Mr. Garnet Rego retire by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment.

LISTING OF SECURITIES

The shares of the Company are listed on Bombay Stock Exchange Ltd. and the fisting fees for the current year has been paid.

PUBLIC DEPOSIT

During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of section 58-A of die Companies Act, 1956.

PARTICULARS OF EMPLOYEES;

No employees of the Company was drawing remuneration in excess of the limit prescribed under Section 217 (2A) of me Companies Act, 1956, read with the Companys (Particulars of Employees) Rules 1975 and hence no information is furnished under these provisions.

AUDITORS;

M/s Sadhana D. Shah & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at ensuing Annual General Meeting and being eligible offer themselves for re-appointment The Company has received a certificate from the Auditors u/s. 224(1B) of me Companies Act, 1956 to the effect that their re-appointment, if made, will be within the limit prescribed.

AUDITORS REPORT

With reference to point 6 of the Annexure of the Auditors Report, the Company would like to state mat since the volume of activity is minimal, mere is no internal audit system in place.

SECRETARIAL COMPLIANCE CERTIFICATE

The Compliance Certificate received in accordance with the provisions of section 383A (1) of the Act read with the Companies (Compliance Certificate) Rules 2001 being attached to the Directors Report.

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

The disclosure of particulars of energy conservation and technology absorption pursuant to the provisions of Section 217(lXe) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not given as the same are not applicable to the Company- There were so foreign exchange earning or outgo during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act 1956, your Directors confirm:-

1) That the applicable accounting standards have been followed in the preparation of annual accounts.

2) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates mat are reasonable and prudent so

„ as to give a true and fair view of state of affairs of the company at the end of die financial year and of the profit of the company for that period.

3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 19S6 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) That the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their thanks and appreciation for the co- operation and assistance received from the Bankers, Government Authorities and other business associates.

For and on behalf of the Board

Kratos Energy & Infrastructure Ltd.

Director Director

Place: Mumbai

Date : 4th September 2010