The Board of Directors (the "Board") of Lords Mark Industries Limited (the "Company")
presents the 46th (Forty-Sixth) Annual Report together with the Audited Financial
Statements of your Company for the Financial Year ("FY") ended March 31, 2026.

FINANCIAL RESULTS

The key financial figures of your Company for the FY ended March 31, 2026, are as follows:
(INR In ''in lacs)

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The financial figures for the Financial Year ended March 31, 2026, reflect the financial position
and performance of the merged entity following the reverse merger of Kratos Energy &
Infrastructure Limited with Lords Mark Industries Limited (formerly known as Kratos
Energy & Infrastructure Limited). Corresponding figures for the Financial Year ended March
31, 2025, represent the stand-alone/consolidated financials of Kratos Energy & Infrastructure
Limited prior to the implementation of the Scheme of reverse merger. Consequently, the
financial figures for FY 2025-26 are not directly comparable with those of the previous
financial year.

During the financial year ended March 31, 2026, the Company recorded a significant
improvement in its financial performance following the implementation of the Scheme of
Amalgamation involving the reverse merger of Kratos Energy & Infrastructure Limited with
Lords Mark Industries Limited.

The standalone revenue from operations for the year stood at ^60,170.59 lakhs, while the
consolidated revenue from operations was ^68,474.74 lakhs. The standalone total income
amounted to ^61,010.39 lakhs as against ^69,330.49 lakhs on a consolidated basis.

The standalone Profit Before Tax (PBT) for the year was ^7,204.81 lakhs and the consolidated
Profit Before Tax stood at ^6,793.73 lakhs. After providing for tax of ^1,928.73 lakhs on a
standalone basis and ^1,934.77 lakhs on a consolidated basis, the Company reported a
standalone Profit After Tax (PAT) of ^5,276.08 lakhs and a consolidated Profit After Tax of
^4,858.96 lakhs.

The financial results for the year ended March 31, 2026, reflect the financial position and
performance of the merged entity pursuant to the Scheme of Amalgamation (Reverse Merger).
Accordingly, the corresponding financial figures for the year ended March 31, 2025, represent
the financial statements of Kratos Energy & Infrastructure Limited prior to the
implementation of the Scheme and, therefore, are not directly comparable with the financial
results for the year under review.

The Board is pleased with the Company''s financial performance during the year and remains
focused on strengthening operational efficiencies, expanding its business portfolio, and
creating sustainable long-term value for all stakeholders.

MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR 2025-26

The Financial Year 2025-26 was a landmark year in the history of the Company, marked by
the successful implementation of the Resolution Plan approved by the Hon''ble National
Company Law Tribunal ("NCLT"), Mumbai Bench, Court IV, vide its Order dated July 28,
2025, under the provisions of the Insolvency and Bankruptcy Code, 2016.

The Resolution Plan, jointly submitted by the Company and its Strategic Investor, Lord''s Mark
Industries Private Limited, was approved by the Committee of Creditors with 100% voting
share and was fully implemented during the year.

The implementation culminated in the successful reverse merger of Lord''s Mark Industries
Private Limited with the Company, transforming the Company into an integrated listed entity
with an expanded business platform.

During the year, the Company successfully completed the following key milestones pursuant
to the approved Resolution Plan:

• Constitution of the Implementation and Monitoring Committee in accordance with
the approved Resolution Plan.

• Settlement and payment of dues to financial creditors, operational creditors,
statutory authorities and government authorities as envisaged under the Resolution
Plan.

• Successful implementation of the reverse merger through the absorption of Lord''s
Mark Industries Private Limited into the Company.

• Transfer of all assets, liabilities, contracts, licences, employees, intellectual property,
tax benefits and other business undertakings of the transferor company to the
Company.

• Change of the Company''s name to Lord''s Mark Industries Limited and alteration of
the Memorandum of Association and Articles of Association, including the Object
Clause, to reflect the expanded business activities.

• Dissolution of Lord''s Mark Industries Private Limited without winding up in
accordance with the approved Scheme.

• Extinguishment of the shareholding of the erstwhile promoters and implementation
of the change in management and control as contemplated under the Resolution

Plan.

• Completion of the share exchange in accordance with the approved Scheme,
whereby shareholders of Lord''s Mark Industries Private Limited were allotted 1.25
fully paid-up equity shares of ?10 each of the Company for every one equity share of
?5 each held by them in Lord''s Mark Industries Private Limited.

• Completion of the capital restructuring and all consequential corporate actions
envisaged under the Resolution Plan.

• Cessation of the moratorium under Section 54E of the Insolvency and Bankruptcy
Code, 2016 upon implementation of the approved Resolution Plan.

• Completion of all requisite filings and compliances with the Insolvency and
Bankruptcy Board of India (IBBI), the Registrar of Companies (ROC), stock
exchanges and other statutory authorities.

• Completion of the strategic investment and allotment of equity shares and
convertible warrants to the Strategic Investor in accordance with the approved
Resolution Plan.

• Filing of applications with BSE Limited for obtaining listing and trading approval for
the equity shares issued pursuant to the implementation of the Resolution Plan and
the reverse merger.

Consequent to the successful implementation of the Resolution Plan, the Company
commenced operations as the merged entity under the name Lord''s Mark Industries Limited.
The merger has significantly strengthened the Company''s operational capabilities, diversified
its business portfolio, enhanced its financial position and established a robust foundation for
sustainable long-term growth and value creation for all stakeholders.

The financial statements for the year ended March 31, 2026, accordingly, reflect the financial
position and performance of the merged entity.

As the reverse merger became effective during the year, the financial results for the year under
review are not directly comparable with those of the previous financial year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its Subsidiaries for the FY 2025¬
2026 have been prepared in compliance with the applicable provisions of the Companies Act,
2013 (hereinafter referred as the "Act") and as stipulated under Regulation 33 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred as the "Listing Regulations"), as well as in accordance with the
Indian Accounting Standards (the "Ind AS")- 110 notified under the Companies (Indian
Accounting Standards) Rules, 2015.

The Audited Consolidated Financial Statements together with the Independent Auditor''s
Report thereon form part of the Annual Report.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31, 2026, your Company has the following Subsidiaries and Associate
Companies:

List of Associate and Subsidiary Companies*

1. Lords Mark Microbiotech Pvt. Ltd.

2. Lords Mark Biotech Pvt. Ltd.

3. Lords Green Energy Private Limited

4. Lords Mark Tech Next Pvt Ltd

5. Renalyx Health Systems Private Limited

As required under Section 129(3) of the Act, a separate statement containing the salient
features of the Financial Statements of Subsidiary and Associate Companies is given in Form
AOC-1 enclosed as Annexure-A.

DIVIDEND AND RESERVES

The Board has not recommended any dividend for the year under review. Further, no amount
is proposed to be transferred to general reserves for the financial year ended March 31, 2026.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under sub-section 3(c) and 5 of Section 134 of the Act, your
Directors hereby state that:

a) In the preparation of the annual accounts for the FY ended March 31, 2026, applicable

Accounting Standards have been followed with no material departures;

b) The Directors have selected such accounting policies and applied them consistently to
give a true and fair view of the state of affairs;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting
records for safeguarding assets and preventing fraud;

d) The annual accounts have been prepared on a ''going concern'' basis;

e) Internal financial controls laid down by the Company are adequate and operating
effectively; and

f) Proper systems are devised to ensure compliance with all applicable laws.

TRANSFER TO RESERVES

The Board has not recommended any transfer to reserves for the year under review except
profit for the year ended on 31^st March 2026.

AUTHORISED SHARE CAPITAL AND PAID-UP SHARE CAPITAL

During the Financial Year 2025-26, pursuant to the implementation of the Resolution Plan
approved by the Hon''ble National Company Law Tribunal ("NCLT"), Mumbai Bench, and the
Scheme of Reverse Merger of Lord''s Mark Industries Private Limited with the Company, the
capital structure of the Company underwent significant changes.

To facilitate the implementation of the Scheme and the issuance of equity shares to the
shareholders of the transferor company, the Authorised Share Capital of the Company was
increased from ^100.00 lakhs, comprising 10,00,000 equity shares of ?10 each, to ^80,000.00
lakhs (?800 crore), comprising 80,00,00,000 equity shares of ?10 each, after obtaining the
requisite approvals and completing the necessary statutory filings.

Further, pursuant to the share exchange ratio approved under the Scheme of Reverse Merger,
the Company allotted equity shares of ?10 each to the shareholders of Lord''s Mark Industries
Private Limited. Consequently, the Issued, Subscribed and Paid-up Equity Share Capital of
the Company increased from ^100.00 lakhs, comprising 10,00,000 equity shares of ?10 each, to
^42,662.22 lakhs (^426.62 crore), comprising 42,66,22,194 equity shares of ?10 each, as on
March 31, 2026.

The increase in the authorised and paid-up share capital was affected to give effect to the
implementation of the NCLT-approved Resolution Plan and the Scheme of Reverse Merger.

POSTAL BALLOT

During the Financial Year 2025-26, the Company sought the approval of its Members through
Postal Ballot conducted solely via remote e-voting, in compliance with Section 110 of the
Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration)
Rules, 2014, and applicable MCA Circulars.

• Business Transacted: Passing of an Ordinary Resolution for the Increase in
Authorised Share Capital of the Company from ?190,00,00,000/- (Rupees One
Hundred Ninety Crore only) to ?800,00,00,000/- (Rupees Eight Hundred Crore only)
and the consequential alteration of Clause V of the Memorandum of Association.

• Context & Objective: Pursuant to the NCLT Order dated July 28, 2025, sanctioning
the Scheme of Amalgamation between Lord''s Mark Industries Limited and the
Company, the capital was increased to facilitate the mandatory allotment of
42,65,96,580 Equity Shares to the shareholders of the Transferor Company and to
provide headroom for future growth.

• Result: The resolution was passed with the requisite majority and deemed passed on
November 08, 2025 (the last date of e-voting).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of the Listing Regulations, is presented in a separate section forming part
of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2025-26, the Board of Directors underwent significant changes
pursuant to the implementation of the Resolution Plan approved by the Hon''ble National
Company Law Tribunal ("NCLT") and the consequent reconstitution of the Board.

During the year under review, Mr. Sachidanand Hariram Upadhyay (DIN: 01631728), Mr.
Vinay Benigopal Sarda (DIN: 07586783), and Mr. Manav Kishore Teli (DIN: 08797578) were
appointed to the Board of the Company as Executive Directors with effect from July 10, 2025.

Further, the following resignations took effect from February 27, 2026, as accepted by the
Board of Directors in their meeting held on February 27, 2026, following the receipt of their
respective resignation letters dated February 10, 2026:

• Mrs. Feroza Panday (DIN: 00232812): Resigned as Non-Executive Woman Director with
effect from February 27, 2026.

• Mr. Niket Naik (DIN: 07318527): Resigned as Non-Executive Independent Director with
effect from February 27, 2026.

• Mr. Rajesh Raghunath Pawar (DIN: 00232533): Resigned as Whole-time Director with
effect from February 27, 2026.

• Mr. Muralidharan Pazhaya Pisharam (DIN: 00232327): Resigned as Chief Financial
Officer (CFO) with effect from February 27, 2026.

The Board places on record its sincere appreciation for the valuable contribution and guidance
provided by the resigning Directors and Key Managerial Personnel during their tenure.

Subsequent to the close of the financial year, Ms. Shweta Dilip Mehta (DIN: 01262603), Mr.
Govind Singh Bhati (DIN: 08038296), Mr. Vinod Tiwari (DIN: 09806121), and Ms. Pooja Vijay
Gohil (DIN: 11745366) were appointed as Additional Directors (Non-Executive, Independent
Directors) of the Company with effect from June 4, 2026.

The Company also has Mr. Nikhil Suryanath Pandey (DIN: 10574487) as a Non-Executive
Independent Director, who has been serving on the Board since April 10, 2024.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Manav Kishore Teli (DIN: 08797578) retires by rotation at
the ensuing Annual General Meeting and, being eligible, has offered himself for re¬
appointment. The Board, based on the recommendation of the Nomination and Remuneration
Committee, recommends his re-appointment for approval of the Members.

Key Managerial Personnel (KMP):

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key
Managerial Personnel of the Company during the period under review were:

• Mr. Sachidanand Hariram Upadhyay (DIN: 01631728): Managing Director (appointed
with effect from July 10, 2025).

• Mr. Muralidharan Pazhaya Pisharam (DIN: 00232327): Chief Financial Officer (resigned
with effect from February 27, 2026).

• Mr. Vignesh Waman Poojari: Chief Financial Officer appointed on 31^st January 2026

• Ms. Bhavini Rajkumar Chandnani: Company Secretary & Compliance Officer
(appointed with effect from October 7, 2025, and resigned with effect from close of
business hours on August 20, 2026).

Ms. Bhavini Rajkumar Chandnani resigned from the office of Company Secretary &
Compliance Officer with effect from the close of business hours on August 20, 2026. The Board
places on record its sincere appreciation for her valuable contribution and services rendered
during her tenure.

Except as stated above, there were no other changes in the composition of the Board of
Directors and the Key Managerial Personnel during the financial year under review.

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under sub-section (6) of
Section 149 of the Act and under Regulations 16 and 25 of Listing Regulations and that there
has been no change in the circumstances affecting their status as independent directors of the
Company. The Company has also received declarations from all the independent directors
that they have registered their names in the independent director data bank and passed/are
exempt from the requisite proficiency test conducted by the Ministry of Corporate Affairs.
The Independent Directors also confirmed that they have complied with the Code for
Independent Directors prescribed in Schedule IV to the Act.

The Board of Directors reviewed the declarations and holds a positive outlook towards the
integrity and expertise of the Independent Directors. In the opinion of the Board, the
Independent Directors fulfil the conditions specified in the Act, Rules made thereunder, and
Listing Regulations, and are independent of the management.

A detailed overview of the key skills, expertise, and core competencies of the Board, including
the Independent Directors, is provided within the Corporate Governance Report forming part
of the Annual Report.

With a view to familiarise the Independent Directors with the Company''s operations, as
required under Regulation 25(7) of the Listing Regulations, various familiarisation
programmes were held throughout the year on an ongoing and continuous basis. The details

of the familiarisation programme are available on the Company''s website and can be accessed
through the link: https://lordsmark.com/regulation-46-compliance/

BOARD MEETINGS

During the Financial Year 2025-26, 8 (Eight) meetings of the Board of Directors of the
Company were held. The details of the Board meetings, business transacted, and attendance
of Directors thereat are as under:

*Note: The attendance reflects the directors in office on the date of the respective Board Meeting.

The maximum gap between the two meetings was not more than one hundred and twenty
days.

INDEPENDENT DIRECTORS MEETING

The meeting of the Independent Directors was held on March 19, 2026, without the
attendance of Non-Independent Directors and Members of the Management, inter alia, to
evaluate:

• Performance of non-Independent Directors, Chairman and Board as whole; and

• Quality, quantity, and timeliness of flow of information between the Management and the
Board.

Annual Evaluation of the performance of the Board, its Committees and Individual
Directors

A formal evaluation of the performance of the Board of Directors, its Committees, the
Chairman, and Individual Directors was duly carried out for the FY 2025-2026. The
evaluation process was led by the Nomination and Remuneration Committee through
structured individual questionnaires covering, amongst others, Board composition, conduct
in accordance with the Company''s values and governance standards, contribution towards
corporate strategy and business plans, risk oversight, functioning and effectiveness of Board
Committees, skill set, knowledge and expertise of Directors, and quality of participation and
leadership at Board and Committee meetings.

The Committees of the Board were separately evaluated on parameters including, inter alia,
timely receipt of adequate agenda materials, review of Committee charters, communication
of key developments and recommendations to the Board, and adequacy of deliberations
prior to approval of significant transactions and decisions.

As part of the evaluation process, the Independent Directors, at their separate meeting held
on March 19, 2026, evaluated the performance of the Non-Independent Directors and the
Chairman of the Board individually, in accordance with Schedule IV of the Act and
Regulation 25(3) of the Listing Regulations.

The performance evaluation of the Board of Directors, its committees, and Individual
Directors was conducted by the Nomination and Remuneration Committee, excluding the
Director being evaluated. The outcomes thereof were duly collated and placed before the
Nomination and Remuneration Committee and the Board of Directors for their
consideration.

Policy on Directors'' Appointment and Remuneration

Your Company firmly believes that fostering a diverse and inclusive culture is integral to its
sustained success. A diverse Board is better positioned to leverage a wide spectrum of skills,
qualifications, professional experiences, perspectives, and backgrounds, which is essential
for achieving balanced and sustainable growth.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, lays down
the criteria for determining qualifications, positive attributes, and independence while
evaluating a candidate for appointment or re-appointment as a director or as a Key
Managerial Personnel (KMP), ensuring no discrimination on the grounds of gender, race,
ethnicity, nationality, or country of origin. The Policy further establishes the framework for
remuneration of Directors, Key Managerial Personnel, Senior Management Personnel, and
other employees of the Company.

The detailed Nomination and Remuneration Policy are available on the website of the
Company and can be accessed through the link: NRC Policy.

CORPORATE GOVERNANCEApplicability & Exemption Status under SEBI (LODR) Regulations, 2015

In terms of Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), compliance with the
Corporate Governance provisions specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24,
24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C,
D, and E of Schedule V were not mandatory for the Company for the Financial Year 2025¬
26, as the Paid-up Equity Share Capital and Net Worth of the Company were below the
prescribed statutory threshold limits (Paid-up Capital not exceeding ?10 Crore and Net
Worth not exceeding ?25 Crore) as on the last day of the preceding financial year.

Consequent to the implementation of the Scheme of Amalgamation/Reverse Merger
approved by the Hon''ble NCLT and the capital restructuring during the year, the Paid-up
Equity Share Capital and Net Worth of the Company as per the Audited Financial
Statements for the financial year ended March 31, 2026, have crossed the threshold limits
specified under Regulation 15(2) of the SEBI Listing Regulations.

Accordingly, the Corporate Governance provisions under the SEBI Listing Regulations
become mandatory and applicable to the Company with effect from the Financial Year
2026-27 onwards. Pursuant to the SEBI Listing Regulations, the Company is taking
necessary steps to ensure full compliance with the Corporate Governance requirements
within the prescribed statutory timeline of six months from the date of applicability.

Corporate Governance Report & Certificate

• For FY 2025-26 (Prior Period Exemption): A certificate from a Practicing Company
Secretary confirming the non-applicability/exemption of Corporate Governance
provisions for the Financial Year ended March 31, 2026, pursuant to Regulation 15(2)
of the SEBI Listing Regulations, is enclosed as Annexure-D to this Report.

• In-Process Disclosures: A detailed Report on Corporate Governance, outlining the
steps taken and frameworks established by the Company towards transitioning to
full Corporate Governance compliance for FY 2026-27, forms part of this Annual
Report.

COMMITTEE CONSTITUTED DURING FINANCIAL YEAR 2026-27

The Board has 5(five) Committees i.e. Monitoring Committee, Audit Committee,

Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate
Social Responsibility Committee, with proper composition of its members.

For details with respect to the scope, constitution, terms of reference, and number of
meetings held during the year under review, along with the attendance of Committee
Members thereat, kindly refer to the Corporate Governance Report.

CODE OF CONDUCT

In line with good governance principles and in compliance with corporate governance
requirements under the SEBI Listing Regulations, your Company has formulated and
implemented a Code of Conduct for all Board members and Senior Management Personnel
of the Company. All Board members and Senior Management personnel have affirmed
compliance with the Code of Conduct. The Code of Conduct is available on the Company''s
website at:

https://lordsmark.com/regulation-46-compliance/

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Act have been
disclosed in the financial statements, which forms part of the Annual Report.

DEPOSITS

Your Company has neither accepted nor renewed any public deposits within the meaning of
Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 during the
year.

RISK MANAGEMENT

Your Company has instituted a robust Risk Management Policy, duly aligned with the
provisions of the Act and the Listing Regulations, affirming its commitment to sound
governance and long-term value creation. The risk management framework is firmly
embedded across all major functions of the organisation and is designed to proactively
identify, assess and effectively respond to threats that could potentially impact the
achievement of business objectives.

Risk management is an integral pillar of your Company''s strategy and a cornerstone of its
pursuit of sustainable long-term growth. The Company''s ability to identify, evaluate and
leverage opportunities arising from its diverse business operations and the markets it serves

The details pertaining to the composition, meetings and terms of reference of the Risk
Management Committee are set out in the Corporate Governance Report.

A detailed note on Risk Management is given as part of "Management Discussion &
Analysis".

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company has an established and well-governed framework for the approval and
monitoring of Related Party Transactions (RPTs).

All contracts/ arrangements/ transactions entered by the Company during the FY with
related parties were in the ordinary course of business and on an arm''s length basis. The
particulars of contracts/ arrangements, with related parties referred to in Section 188(1) of
the Act, in the prescribed Form AOC-2, is enclosed as Annexure-B to this report.

There were no materially significant RPTs which could have potential conflict with the
interests of the Company at large.

Your directors draw attention of the Members in the notes to accounts in the Standalone
Financial Statement and in the notes to accounts in the Consolidated Financial Statement
which sets out Related Party Disclosures. The Related Party Transaction policy is available
on the Company''s website and can be accessed through the link-
https://lordsmark.com/ regulation-46-compliance/.

CYBER SECURITY

Your Company remains steadfast in its commitment to maintaining a robust and resilient
cyber security framework, with cyber security maturity reviewed periodically and processes
and technology controls continuously strengthened to stay ahead of emerging threat
scenarios. The technology environment is empowered with real-time security monitoring,
supported by a comprehensive multi-layered defence architecture encompassing end-user
devices, network infrastructure, applications and data, ensuring end-to-end protection at
every level.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

As required under Section 177(9) of the Act and Regulation 22 of the Listing Regulations,
your Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and
the employees of the Company. This Policy has been established with a view to provide a
tool to Directors and employees of the Company to report to the management on the
genuine concerns including unethical behaviour, actual or suspected fraud or violation of
the Code or the Policy. This Policy outlines the procedures for reporting, handling,
investigating, and deciding on the course of action to be taken in case inappropriate conduct
is noticed or suspected.

This Policy also provides for adequate safeguards against victimization of Director(s)/
Employee(s) who avail the mechanism and provides for direct access to the Chairman of the
Audit Committee in exceptional cases. The Audit Committee is authorized to oversee the
Vigil Mechanism/ Whistle Blower Policy in the Company. The Company has received no
complaints during the year. The detailed policy is available on the Company''s website and
can be accessed through the link- Whistle Blower Policy.

STATUTORY AUDITORS

Pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and based
on the recommendation of the Audit Committee, the Board of Directors has recommended
the appointment of M/ s Sanjeev S Gupta & Associates, Chartered Accountants (Firm
Registration No. 012466C) as the Statutory Auditors of the Company for a first term of five
(5) consecutive financial years, commencing from the conclusion of the 46th Annual General
Meeting ("AGM") until the conclusion of the 51st AGM to be held in the year 2031, subject to
the approval of the Members at the ensuing AGM.

The Company has received a written consent and a certificate from the proposed Statutory
Auditors confirming that their appointment, if made, would be in accordance with the
conditions prescribed under the Companies Act, 2013 and the rules made thereunder, and
that they satisfy the criteria of independence and eligibility as specified under Sections 139
and 141 of the Act.

The Board recommends the Ordinary Resolution for the appointment of M/s Sanjeev S
Gupta & Associates as the Statutory Auditors of the Company for approval by the Members.

SECRETATRIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, and based on the recommendation of the Audit Committee, the Board of Directors of
the Company recommends the appointment of CS Geeta Serwani, Proprietor of M/s. Geeta
Serwani & Associates, Practicing Company Secretaries (Peer Reviewed Unit), as the
Secretarial Auditor of the Company for a term of five (5) consecutive financial years
commencing from Financial Year 2026-27 to Financial Year 2030-31, for approval of the
Members at the upcoming Annual General Meeting.

M/s. Geeta Serwani & Associates have confirmed their eligibility, independence, and
willingness to accept the appointment and have certified that they are not disqualified under
any applicable provisions of the Act or regulations framed thereunder.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by the
outgoing Secretarial Auditor CS Geeta Serwani, Proprietor of M/ s. Geeta Serwani &
Associates Peer Reviewed Firm of Company Secretaries in Practice is annexed as Annexure-
E to this Report. The Secretarial Audit Report does not contain any qualification, reservation,
adverse remark, or disclaimer, and is self-explanatory.

INTERNAL FINANCIAL CONTROL

Your Company has adopted policies and procedures including the design, implementation
and maintenance of adequate internal financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its business, including adherence to the
Company''s policies, safeguarding of its assets, prevention and detection of fraud and errors,
accuracy and completeness of the accounting records and timely preparation of reliable
financial disclosures under the Act.

The details in respect of internal financial controls and its adequacy are included in the
Management Discussion and Analysis, which forms part of this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT
Regulations"), your Company has adopted Code of conduct to Regulate, Monitor and
Report Trading in securities by the Designated Persons and Immediate Relatives of
Designated Persons. The said Code lays down guidelines which provide for the procedure
to be followed and disclosures whilst dealing with shares of the Company and while sharing
Unpublished Price Sensitive Information. The Code includes the Company''s obligation to
maintain the structured digital database ("SDD"), obligation of designated persons,
mechanism for prevention of insider trading and handling of UPSI. The Company
periodically circulates the e-mails and provides training programme to the employees to
familiarise them with the provisions of the Code. The code is available on the Company''s
website and can be accessed through the link- Code of Conduct.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with all the applicable Secretarial Standards (SS) issued by the
Institute of Company Secretaries of India, from time to time, and approved by the Central
Government.

SUCCESSION PLAN

Your Company has an effective mechanism for succession planning which focuses on
orderly succession of Directors and Senior Management. The NRC implements this
mechanism in concurrence with the Board.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The requirement to prepare and disclose the Business Responsibility and Sustainability
Report (BRSR) under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presently not applicable to the Company for the
financial year ended 31 March 2026, as the Company does not fall within the category of
listed entities to which the said requirement applies. Consequently, the Company has not
included a BRSR as part of this Annual Report.

L13HNG Ur LUMfAN I S 3ECUR1HE3

Your Company''s equity shares are listed and traded on the BSE Limited ("BSE") having
nation-wide trading terminal and hence facilitates the Members / investors of the Company
in trading the shares. The Company has paid the annual listing fee for the FY 2025-2026 to
the said Stock Exchange.

DEPOSITORIES

The Company''s shares are available for dematerialization with both the Depositories i.e.
National Securities Depository Limited and Central Depository Services (India) Limited. The
trading in Equity Shares of the Company is permitted only in dematerialized form as per the
notification issued by the SEBI. Further, the Company''s shares are regularly traded and have
never suspended from Trading. The Annual Custody fees for the FY 2025-2026 have been
paid to both the Depositories.

PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management
is in accordance with the Nomination and Remuneration Policy formulated pursuant to
Section 178 of the Act and the applicable Listing Regulations. Further details in this regard
are provided in the Corporate Governance Report forming part of this Annual Report.

The disclosures required under Section 197(12) of the Act, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(including any statutory modifications or re-enactments thereof for the time being in force),
in respect of the Directors and employees of the Company are set out in Annexure-C to this
Report.

ANNUAL RETURN

The Annual Return is available on the Company''s website and can be accessed through the
link- Annual Return.

BOOKS OF ACCOUNTS

Your Company is maintaining books of accounts and other relevant books, papers and
financial statements of the Company at the registered office.

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

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, relevant disclosure is given below:

A. CONSERVATION OF ENERGY

(i) Steps taken / impact on conservation of energy

• Continued implementation of energy-efficient manufacturing and assembly
processes across Diagnostic, MedTech, LED and Solar product divisions.

• Installation of LED lighting across manufacturing facilities, warehouses and office
premises, resulting in lower electricity consumption.

• Preventive maintenance of production equipment to improve operational efficiency
and reduce energy losses.

• Optimization of compressed air systems, HVAC operations and production
scheduling to minimize idle power consumption.

• Adoption of digital monitoring of electricity consumption for identifying energy¬
saving opportunities.

(ii) Steps taken for utilizing alternate sources of energy

• Continued use of rooftop solar photovoltaic systems at selected facilities for captive
power consumption.

• Evaluation of additional renewable energy sourcing through solar installations and
green power procurement wherever commercially feasible.

• Promotion of solar-powered products and energy-efficient LED solutions as part of
the Company''s sustainable product portfolio.

(iii) Capital investment on energy conservation equipment

During the year, the Company made investments in energy-efficient lighting
systems, energy-saving production equipment, power monitoring systems and other
conservation initiatives as part of its continuous improvement programme. Capital
expenditure on such equipment is undertaken based on operational requirements
and expected energy savings.

B. TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption

• Continued investment in research and development for advanced diagnostic devices,
medical technologies, LED lighting products and solar energy solutions.

• Enhancement of product design through integration of embedded electronics, IoT
connectivity and software-enabled monitoring features.

• Adoption of improved manufacturing technologies, automation and quality control
systems to enhance productivity and product reliability.

• Continuous training of technical personnel on new manufacturing processes,
regulatory requirements and international quality standards.

• Collaboration with technology partners and component suppliers for product
innovation and process improvement.

(ii) Benefits derived

• Improved product performance and reliability.

• Enhanced product quality and regulatory compliance.

• Reduction in manufacturing costs through process optimization.

• Development of new products and expansion of existing product portfolio.

• Improved customer satisfaction and operational efficiency.

• Reduction in product defects and improved manufacturing yield.

(iv) Expenditure incurred on Research & Development

The Company continued to incur expenditure on research and development for product
innovation, engineering design, testing, validation, regulatory compliance and process

improvement. The expenditure is charged or capitalized in accordance with applicable
accounting standards.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, foreign exchange earnings were INR: NIL as against outgo of
INR 61,10,760/-

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company maintains a zero-tolerance approach towards sexual harassment and is firmly
committed to ensuring the safety, dignity, and well-being of all its employees. It strives to
foster a safe, inclusive, and respectful workplace across all its operations.

The Company has adopted an Anti-Sexual Harassment Policy in line with the provisions of
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013. An Internal Complaints Committee (ICC) has been duly constituted to address
any complaints pertaining to sexual harassment. The Policy extends to all employees,
including those who are permanent, contractual, temporary, and trainees. Regular training
and awareness programmes are conducted to promote sensitivity and reinforce the
importance of maintaining a respectful workplace.

During the year under review, no complaints were received under the aforesaid Act.

• Number of complaints of sexual harassment received in the year: Nil

• Number of complaints disposed off during the year: Nil

• Number of cases pending for more than ninety days: Nil

DISCLOSURES WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT ACT 1961

Your Company has a strong and diverse workforce with a significant representation of
women employees across multiple roles and levels.

Your Company is compliant with the applicable provisions of the Maternity Benefit Act,
1961, and extends all applicable maternity benefits and related facilities to eligible
employees, in accordance with the statutory requirements.

CHIEF EXECUTIVE OFFICER/ CHIEF FINANCIAL OFFICER CERTIFICATION

The Certificate required under Regulation 17(8) of the Listing Regulations, duly signed by
the Chief Executive Officer and Chief Financial Officer, was placed before the Board.

The declaration by the Chief Executive Officer under Regulation 34(3), read with Schedule V
of the Listing Regulations, confirming compliance with the Company''s Code of Conduct for
the Board of Directors and Senior Management is enclosed as Annexure-F to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a
Corporate Social Responsibility ("CSR") Committee to formulate, implement, and monitor
the Company''s CSR Policy and initiatives.

Lord''s Mark Industries Limited remains committed to sustainable and responsible corporate
citizenship, focusing heavily on preventive healthcare, sanitation, and community welfare
initiatives.

The key highlights of the Company''s CSR obligation and expenditure for the financial year
under review are as follows:

During the year under review, the Company exceeded its mandatory CSR obligation of
^51,56,990 by spending a total of ^1,02,40,020 towards health, sanitation, and social welfare
projects across Maharashtra, including direct contributions to Tata Memorial Centre, Shree
Swami Samarth Akkalkot Trust, and ISKCON Trust, among others. There was no unspent

CSR amount for the financial year.

The Annual Report on CSR Activities containing the composition of the Committee, brief
outline of the Policy, and itemized project-wise details of expenditure as required under
Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed
herewith as Annexure-G to this Report.

AWARDS AND ACCOLADES

Details of the accolades received by the Company during FY 2025-2026 are duly briefed in
the Annual Report.

ACKNOWLEDGMENT

Your directors take this opportunity to express their sincere gratitude to the Members,
bankers, regulatory authorities, stock exchanges, and other business associates for their
continued support and cooperation, which have contributed to the smooth conduct of the
Company''s operations during the year under review.

Your Company''s employees are the real asset of the Company and play an essential role in
your Company scaling new heights, year after year. Your directors place on records their
deep appreciation for the exemplary contribution made by them at all levels. Your
involvement as Members'' is also greatly valued. Your directors'' look forward to your
continued support and pledge to continue to work towards the enhancement of Members''
value and continued growth of the Company.

For and on behalf of Board of Directors

SACHIDANAND HARIRAMUPADHYAY VINAY BENIGOPAL SARDA

Chairman and Managing Director Director

(DIN: 01631728) (DIN : 07586783)

Place: Mumbai
Date: 13^th August, 2026

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:

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

DIRECTORS'' REPORT

To

The Members,

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

1. FINANCIAL RESULTS:

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:

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

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

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