DIRECTOR'S REPORT
To
The Members,
Kings Infra Ventures Limited
The Directors are pleased to present the 37th Annual Report on the business and
operations of the Company and its subsidiaries, together with the audited standalone and
consolidated Ind AS financial statements for the financial year ended 31st March, 2025,
and the comparative financial statements for the financial year 2023-24.
FINANCIAL RESULTS (Standalone)
Particulars |
2024-2025 (In Rs.) |
2023-2024 (In Rs.) |
Revenue from Operations |
1,23,82,12,587.00 |
904,115,295.00 |
Other Income |
80,42,741.55 |
18,42,991.29 |
Total Revenue |
1,24,62,55,328.55 |
90,59,58,286.29 |
Total Expense |
1,06,89,56,252.21 |
80,02,03,000.26 |
Profit before Interest, Depreciation and Tax |
24,35,37,127.88 |
14,60,93,919.60 |
Finance Cost |
5,36,80,943.82 |
3,58,82,947.19 |
Depreciation and Amortization |
1,25,57,107.72 |
44,55,686.48 |
Profit (Loss) before Tax |
17,72,99,076.34 |
10,57,55,286.03 |
Profit (Loss) after Tax |
13,15,36,906.76 |
7,76,70,169.71 |
Other comprehensive income/ (loss) (net of tax expenses) |
1,57,621.63 |
7516.88 |
Total comprehensive (loss)/income for the period |
13,16,94,528.40 |
7,76,77,686.59 |
FINANCIAL RESULTS (Consolidated)
Particulars |
2024-2025 |
2023-2024 |
Revenue from |
1,23,82,12,587.00 |
90,41,15,295.00 |
Operations |
|
|
Other Income |
72,59,501.82 |
18,42,991.29 |
Total Revenue |
1,24,54,72,088.82 |
90,59,58,286.29 |
Total Expense |
1,07,06,69,341.16 |
80,22,74,956.04 |
Profit before Interest, Depreciation and Tax |
24,10,46,909.87 |
14,40,31,426.50 |
Finance Cost |
5,36,87,054.49 |
3,58,92,409.99 |
Depreciation and Amortization |
1,25,57,107.72 |
44,55,686.48 |
Profit (Loss) before Tax |
17,48,02,747.66 |
10,36,83,330.25 |
Profit (Loss) after Tax |
12,90,40,310.08 |
7,55,97,953.93 |
Other comprehensive income/ (loss) (net of tax expenses) |
1,57,621.63 |
7,516.87 |
Total comprehensive (loss)/income for the period |
13,02,31,191.48 |
7,64,54,684.07 |
REVIEW OF OPERATIONS
During the financial year 2024-25, the total consolidated turnover of your Company
stood at Rs.1,24,54,72,088.82, reflecting a significant increase of 37.5% compared to the
previous financial year. Revenue from operations for the year ended 31st March, 2025
amounted to Rs.1,23,82,12,587.00. This represents an increase in total revenue by
Rs.33,95,13,802.53 over the previous year.
Depreciation and amortisation expenses for the year stood at Rs.1,25,57,107.72. The
total comprehensive income of the Company for the year was Rs..13,02,31,191.48
The Management Discussion and Analysis section provides an in-depth review of the
Company's strategies for growth, as well as a comprehensive analysis of the performance of
its businesses and operations during the financial year.
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year on 31st March, 2025 and the date of this
Report.
TRANSFER TO RESERVES
The Board wishes to inform that no amount was transferred to the reserves during the
financial year ended 31st March, 2025.
DIVIDEND
The Directors do not recommend the payment of any dividend for the financial year ended
31st March, 2025.
DEPOSITS
The Company has not accepted any deposits from the public during the financial year
under review. Accordingly, no amount in respect of principal or interest on public
deposits was outstanding as on the date of the Balance Sheet.
UNSECURED LOAN FROM DIRECTORS AND PROMOTORS
The details of unsecured loan(s) from Directors of the Company for the period under
review are as follows;
SI.No |
Name of Director |
2024-2025 |
2023-2024 |
Additions/ Reductions |
| 1 |
Shaji Baby John |
2,82,05,307.45 |
30,341,807.45 |
(21,36,500) |
| 2 |
Baby John Shaji |
0 |
0 |
0 |
| 3 |
Rita Shaji John |
63,22,888.76 |
6,322,888.76 |
0 |
|
TOTAL |
3,45,28,196.21 |
3,66,64,696.21 |
(21,36,500) |
SUBSIDIARIES, JOINT VENTURES & ASSOCIATES
Except for Kings Maritech Ecopark Limited and Kings SISTA360 Private Limited, your
Company does not have any other subsidiaries, joint ventures, or associate companies as on
the date of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013,
your Directors hereby confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed and there have been no material departures:
(b) 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 as at the end of the financial year and
of the profit of the Company for that year;
(c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) The Directors have prepared the annual accounts on a going concern basis;
(e) 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; and
(f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The following are the Whole-time Key Managerial Personnel (KMP) of the Company as on
the date of this Report:
• Mr. Shaji Baby John - Chairman & Managing Director
• Mr. Baby John Shaji - Joint Managing Director
• Mr. Balagopalan Veliyath - Whole-time Director
• Mr. Lalbert Aylasilisi - Chief Financial Officer
• Ms. Nanditha T - Company Secretary & Compliance Officer
Mr. Seni Prabhakaran and Dr. Issac P John were inducted into the Board as Additional
Directors in the capacity of Non-Executive Independent Directors with effect from 2nd
September, 2024.
Further, Adv. Narayana Pillai Rajendran and Adv. Rathina Asohan, Non-Executive
Independent Directors, shall retire from the office of Directorship on 25th September,
2024. Mr. Seni Prabhakaran and Dr. Issac P John have been regularized as Non-Executive
Independent Directors of the Company, subject to the approval of shareholders at the
Annual General Meeting scheduled on 29th September, 2024.
The Board has received declarations from all Independent Directors pursuant to Section
149(6) of the Companies Act, 2013, confirming that they meet the criteria of independence.
The Company has in place a policy on Directors' appointment and remuneration, which
includes criteria for determining qualifications, positive attributes, and independence of
a director.
The Board carried out a formal annual evaluation of its own performance, as well as
that of its committees and individual directors. None of the Directors of the Company are
disqualified under Section 164 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT.
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year, i.e., 31st March,
2025, and the date of this Report.
MEETINGS OF THE BOARD
During the financial year, five (5) meetings of the Board of Directors were held.
Details of these meetings, including dates and attendance, are provided in the Corporate
Governance Report.
STATUTORY AUDITOR
M/s. Elias George and Co., Chartered Accountants (FR No. 000801S), Kochi, were
appointed as the Statutory Auditors of the Company at the Annual General Meeting held on
28th September, 2022, to hold office for a term of five consecutive years. The Company has
obtained the necessary certificate from the Auditors pursuant to Section 139(1) of the
Companies Act, 2013, confirming their eligibility for appointment.
The Auditors' Report for the financial year ended 31st March, 2025, is unqualified and
does not contain any reservation or adverse remarks. Further, pursuant to Section 143(12)
of the Companies Act, 2013, the Statutory Auditors have not reported any incidents of
fraud to the Audit Committee during the period under review.
SECRETARIAL AUDITOR
The Board has appointed M/s. SEP & Associates, Practicing Company Secretaries, as
the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial
year 2025-26 for a term of 5 (five) consecutive years, commencing from 1st April, 2025.
The Secretarial Audit Report on the compliance with applicable Acts, Laws, Rules,
Regulations, Guidelines, Listing Agreements, Standards, etc., as stipulated under Section
204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this Report.
The findings of the Secretarial Audit have been satisfactory.
PUBLIC SHAREHOLDING
Approximately 31.21% of the paid-up equity share capital of the Company is held by
public shareholders.
LISTING AND DEMATERIALISATION
The equity shares of the Company are listed on the Bombay Stock Exchange Ltd.
Shareholders are encouraged to convert their physical shareholdings into dematerialized
form to avail the benefits of the demat facility provided by NSDL and CDSL at the
earliest.
Please note that, as per regulatory requirements, the transfer of shares in physical
form has not been permitted since 5th December, 2018.
EXTRACT OF ANNUAL RETURN
The Annual return in form MGT-7 as required under Section 92 of the Act read with
Companies (Management & Administration) Rules, 2014, is provided on the website of the
Company.
AUDIT COMMITTEE
Details regarding the composition, roles, and meetings of the Audit Committee are
provided in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS
All transactions entered into with related parties during the year under review were on
an arm's length basis and in the ordinary course of business. There were no materially
significant related party transactions that could have had a potential conflict with the
interests of the Company.
The Company did not enter into any other contract, arrangement, or transaction with
related parties that could be considered material as per the Listing Agreement with Stock
Exchanges during the reporting period. Apart from the transactions for which approvals
were duly obtained, the Company did not engage in any materially significant related party
transactions with promoters, directors, key managerial personnel, or other designated
persons during the year. Accordingly, Form AOC-2 is not applicable to the Company.
There were no transactions with any person or entity belonging to the promoter/promoter
group holding 10% or more shareholding in the Company.
The Board of Directors, on the recommendation of the Audit Committee, has adopted a
policy to regulate transactions between the Company and its related parties, in compliance
with the applicable provisions of the Companies Act, 2013, the rules thereunder, and the
Listing Agreement. This policy has been uploaded on the Company's website.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INFLOW & OUTFLOW
Pursuant to the provisions of Section 134(3)(m) and Rule 8(3)(A) of the Companies
(Accounts) Rules, 2014, the details relating to conservation of energy, technology
absorption, and foreign exchange earnings and outgo are provided below.
(a) Conservation of energy &Technology absorption
Your Company continues its efforts to enhance energy conservation and optimize energy
utilization efficiently, with a commitment to nurturing and preserving the environment. It
actively explores and adopts the latest technologies in its operations, embracing
sustainable business practices that align with globally accepted standards.
(b) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year:
The Foreign Exchange outgo during the year in terms of actual outflows: NA.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to the Listing Agreement with Stock Exchanges, the Report on Corporate
Governance, along with the Auditor's statement on its compliance, and the Management
Discussion and Analysis have been included as separate annexures to this Annual Report.
STRATEGIC INITIATIVES
1. Fresh Investments in Subsidiaries
Investment of Rs.6.22 crore in subsidiary Kings Maritech Eco Park Ltd to strengthen
vertical integration.
The project has secured in-principal sanction of Rs.100 crore term loan from a
nationalised bank, ensuring strong financial backing.
Focused on deploying Al-enabled indoor precision aquaculture technology, boosting
production cycles from 2 to 5 per annum, enhancing output and efficiency.
2. Farm Division Expansion
Rolled out a farm leasing program under a lease- cum-revenue sharing model.
This initiative has increased shrimp farming capacity by over 50% through greater
farmer participation.
Aims to drive higher productivity, lower production costs, improved quality
consistency, and better margins.
3. Capacity Enhancement
Commissioned a new factory with a production capacity of 1,800 MT per annum in Q4 FY25.
This capacity boost is set to expand export reach and support cost optimization
efforts. These strategic moves are expected to drive a substantial increase in both the
top line and bottom line in FY 2025-26.
PERSONNEL
None of the employees of the Company received remuneration exceeding the limits
prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The information required pursuant to Section 197 of the Companies Act, 2013, read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, in respect of employees and Directors of the Company, is part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the provisions of Section 135, the Rules thereunder, and Schedule
VII of the Companies Act, 2013, the Company has constituted a Corporate Social
Responsibility Committee on 30th August, 2023. The Committee comprises the following
members:
• Mr. Baby John Shaji - Chairman
• Mr. Shaji Baby John - Member
• Mr. Thirunilath Vinayakumar - Member
The Company hasframed a Corporate Social Responsibility Policy in accordance with
Section 135 and Schedule VII of the Companies Act, 2013. The policy outlines the
activities to be undertaken by the Company as specified in Schedule VII and has been duly
approved by the Board of Directors.
The CSR Committee recommends the amount of expenditure to be incurred on CSR activities
and monitors the implementation of the Corporate Social Responsibility Policy from time to
time.
As a responsible corporate citizen, Kings Infra Ventures Limited is committed to
actively contributing to the social welfare of the community. The CSR Policy is available
on the Company's website and can be accessed at https://
www.kingsinfra.com/policies/csr-policy/.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company
has established a Vigil Mechanism to provide a platform for Directors and employees to
report concerns relating to unethical behaviour, actual or suspected fraud, or violations
of the Company's Code of Conduct.
This mechanism ensures that whistleblowers can report such matters confidentially and
without fear of retaliation, thereby promoting transparency and accountability within the
organization.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (POSH)
Your Company has always believed in providing a safe and harassment-free workplace for
every employee. In line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the
rules made thereunder, the Company has adopted a Policy on Prevention of Sexual Harassment
at Workplace. An Internal Complaints Committee (ICC) has been constituted to redress
complaints received regarding sexual harassment and is fully functional.
During the financial year [2024-25], the following details are disclosed pursuant to
Rule 8 of the Companies (Accounts) Rules, 2014 (as amended in 2025):
Number of complaints received during the year: |
0 |
Number of complaints disposed of during the year: |
0 |
Number of complaints pending for more than 90 days: |
0 |
Number of workshops or awareness programmes carried out: |
Nil |
Nature of action taken by the Company, if any: |
Not Applicable |
The Company affirms that it has complied with the provisions relating to the
constitution of the ICC and has ensured that proper mechanisms for prevention and
redressal of sexual harassment are in place.
MATERNITY BENEFIT COMPLIANCE
The Company affirms that it has complied with all provisions of the Maternity Benefit
Act, 1961 during the year under review and continues to support employees by extending
maternity and related benefits in accordance with law
EMPLOYEE DEMOGRAPHICS
In accordance with the requirements of Rule 8 of the Companies (Accounts) Rules, 2014,
as amended by the Companies (Accounts) Second Amendment Rules, 2025, the details of the
number of employees of the Company as at the end of the financial year, based on gender,
are as follows:
The Company remains committed to fostering a diverse and inclusive workplace and
ensures equal opportunities for all employees, irrespective of gender.
Category |
Number of Employees |
Male |
27 |
Female |
6 |
Transgender |
0 |
Total |
33 |
ISSUE OF SECURED NON-CONVERTIBLE DEBENTURES
The Board of Directors of the Company vide resolutions dated 14th February, 2024
approved the issue of secured redeemable non-convertible Debentures (‘NCD') of
Rs.1000/- each aggregating to Rs.12,50,00,000 on a private placement basis for meeting its
ongoing funding requirements for expansion. The issue is secured by creating sufficient
charge on Company's in favour of Debenture Trustee M/s. Vistra ITCL Limited.
In order to further expand its aquaculture division, the company may offer
Non-Convertible Debentures (NCDs) to identified investors, subject to necessary approvals
and consents. The Company had issued 101825 debentures with a face value of Rs.1000/-
aggregating to Rs.10,18,25,000/- on 12th February 2025.
The Company has consistently maintained adequate security coverage, has maintained
regular payment of interest and principal, and the partial release of assets of the
Company shall not adversely affect debenture holders' interests. A credit rating of IVR BB
stable has been assigned to the Company by CRISIL Ratings Limited.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has granted loans to subsidiary company during the year. The Company has
not made guarantees or investments during the year.
BUSINESS RISK MANAGEMENT
The details of Risk Management Policy are included in the Management Discussion &
Analysis, which form part of this report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in
the Management Discussion & Analysis, which form part of this report.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES
The remuneration paid to the Directors is in accordance with the Nomination and
Remuneration Policy of the Company, formulated pursuant to Section 178 of the Companies
Act, 2013, read with Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (including any statutory modifications or re-enactments
thereof for the time being in force).
The salient aspects of the Nomination and Remuneration Policy are outlined in the
Corporate Governance Report, which forms part of this Annual Report. The full policy is
available on the Company's website at http://www. kingsinfra.com/policies.html.
The statement containing the details as required under Section 197(12) of the Companies
Act, 2013, read with Rules 5(1), 5(2), and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended by the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is annexed
as Annexure C' and forms part of this Report.
LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the annual listing fee for the year 2025-26 to
BSE where the Company's shares are listed.
BOARD EVALUATION
The Board of Directors carried out an annual evaluation of its own performance, Board
committees and individual Directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed
by Securities and Exchange Board of India (Listing Obligation & Disclosure
Requirements), Regulation, 2015. The performance of the Board was evaluated by the Board
after seeking inputs from all the directors on the basis of the criteria such as the board
composition, its structure, its effectiveness, information and functioning.
The performance of the Committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as composition of committees,
effectiveness of committee meetings etc. The Board reviewed the performance of the
individual Directors on the basis of the criteria such as the contribution of the
individual director to the Board and Committee meetings like preparedness on issues to be
discussed, meaningful and constructive contribution and inputs during meetings, etc. In
addition, the Chairman was also evaluated on the key aspects of his role.
The performance of non-independent directors, the board as a whole and the Chairman was
evaluated by the Independent Directors taking into account the views of executive
directors and non-executive directors.
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:
1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise
2. Issue of Shares (including sweat equity shares) to employees of the Company under
any scheme.
3. Disclosure regarding remuneration or commission to the Managing Director or the
Whole-time Directors from subsidiaries is not applicable since there are no subsidiaries.
4. There is no change in the nature of business.
5. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationships with its
employees at all levels and looks forward to their continued support and higher level of
productivity for achieving the targets set for the future.
INVESTOR RELATIONS
Your Company always endeavours to keep the time of response to Shareholders request at
the minimum. Priority is accorded to address all issues raised by the
Shareholders and provide them a satisfactory reply at the earliest possible time. The
shares of the Company are listed in Bombay Stock Exchange and continue to be traded in
electronic form and de-materialization exists with both the depositories viz., National
Securities Depository Limited and Central Depository Services (India) Limited.
ACKNOWLEDGEMENT
Your directors wish to place on record their gratitude to Bankers, Share Transfer
Agents, Auditors, Customers, Suppliers and Regulatory Authorities for their timely and
valuable assistance and support. The Board values and appreciates the professionalism,
commitment and dedication displayed by employees at all levels. Your directors are
thankful to the shareholders for their continued support and confidence.
By Order of Board of Directors
Sd/-
Shaji Baby John
Chairman & Managing Director DIN: 01018603
Sd/-
Baby John Shaji
Joint Managing Director
DIN: 03498692
Kochi
13.08.2025.
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