To
The Members
Kaiser Corporation Limited
Mumbai
Your Directors' are pleased to present the Thirty Second Annual Report
of your Company with the Consolidated Audited Accounts for the year ended March 31,2025.
FINANCIAL RESULTS:
(AMOUNT IN LAKHS)

  

    
Particulars
    
31 March 2025
    
31 March 2024
  
  

    
Sales Income
    
1979.98
    
2557.50
  
  

    
Other income
    
193.81
    
34.76
  
  

    
Total Income
    
2173.80
    
2592.26
  
  

    
Expenditure:
    

    

  
  

    
Finance costs
    
189.93
    
164.45
  
  

    
Depreciation and amortization
    expenses
    
15.77
    
17.31
  
  

    
Profit before non-controlling
    interests/ share in net profil/(loss) of associate
    
(239.31)
    
59.86
  
  

    
Share of profit/(loss) of
    associate
    
0.00
    
0.00
  
  

    
Profit/(Ioss) before tax
    
(239.31)
    
59.86
  
  

    
Current tax
    
1.06
    
20.34
  
  

    
Current tax(MAT)
    
0
    
0
  
  

    
MAT credit entitlement
    
0
    
0
  
  

    
Deferred tax charge
    
(33.35)
    
(3.62)
  
  

    
Tax adjustment of earlier
    years
    
(9.91)
    
(21.20)
  
  

    
Mat credit
    
(0.33)
    
8.60
  
  

    
Profit/(!oss)after tax (A)
    
(196.77)
    
55.73
  
  

    
Other comprehensive
    income/(loss)for the year.
    
(9.11)
    
(4.75)
  
  

    
Total comprehensive
    income/floss)for the year(A+B)
    
(205.89)
    
50.98
  
  

    
Total comprehensive
    income/(loss)attributable to:
    

    

  
  

    
Owners of the Parent
    
(112.18)
    
29.58
  
  

    
Non-controlling interests
    
(93.71)
    
21.40
  
  

    
Of the Total Comprehensive
    income/(loss) included above, Profit/(loss) for the year attributable to:
    

    

  
  

    
Owners of the Parent
    
(107.14)
    
32.21
  
  

    
Non-controlling interests
    
(89.63)
    
2.52
  
  

    
Of the Total Comprehensive
    income/(loss) included above. Other comprehensive income/(loss) attributable to:
    

    

  
  

    
Owners of the Parent
    
(5.04)
    
2.62
  
  

    
Non-controlling interests
    
(4.08)
    
2.12
  
  

    
Earnings per equity share: (no
    annualised)
    

    

  
  

    
Basic and diluted (in Rs.)
    
(0.204)
    
0.06
  

CONSOLIDATED :
Your Company's consolidated total income was to the tunc of Rs. 2173.80
lakhs compared to the consolidated income of Rs. 2592.26 lakhs for the previous year with
the net loss of Rs. 196.77 lakhs compared to the net Profit of Rs. 55.73 lakhs for the
previous year. The Turnover has reduced as compared to the previous year resulting into
the loss of Rs. 196.77 lacks on account of overall reduction in the business activities,
coupled with the increase in the overhead epenses, however your Directors are confident
that the company will be able to generate higher turnover and will be able to generate the
Profitability in the current year Your Directors are taking corrective steps to increase
the business activities with the control over the expenses and trying to increase its
products in the current year.
During the year, Kaiser continued to strengthen its position with
increased business activities. In a challenging operating environment, your Company
reported a resilient performance.
STANDALONE:
The standalone total income was to the tune of lbs. 73.25 lakhs
compared to the standalone income of Rs. 62.62 lakhs for the previous year which has been
increased marginally.
Your company with its subsidiary is presently in the business of
Compounding for Trunkey project management, engineering services and printing of labels,
packaging materials. Magazines and articles of stationery. Your Directors arc taking
various steps and has been looking after other lucrative business opportunities.
DIVIDEND
Your Directors do not recommend any dividend for theyear ended March
31,2025.
STATE OF AFFAIRS
There has been no change in the business of the Company during the
financial year ended March 31, 2025
RESERVES
The net movement in the reserves of the Company for FY25 and the
previous year are as follows:
(Rs. In lakh)

  

    
Particulars
    
FY25
    
FY24
  
  

    
Capital Reserve
    
14.03
    
14.03
  
  

    
Security Premium
    
7.01
    
7.01
  
  

    
Retained Earnings
    
(62.20)
    
(68.29)
  

No amount was transferred to General Reserves.
SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
The Company had only one Subsidiary as on 31 March 2025 and there has
been no material change in the nature of the business of the subsidiary. There are no
associates or joint venture companies within the meaning of Section 2(6) of The Companies
Act, 2013 (Act).
The consolidated financial statements of the company and its subsidiary
are prepared in accordance with the accounting standards issued by the Institute of
Chartered Accountants of India, forms part of the Annual Report and are reflected in the
consolidated financial statements of the company.
Pursuant to the provisions of Section 136 of the Act, the financial
statements of the company, consolidated financial statements along with relevant documents
and separate audited accounts in respect of its Subsidiary is available on the website of
the company.
The annual accounts of its Subsidiary and related detailed information
will be kept at the registered office of the company, as also at the registered office of
the respective subsidiary company and will be available to Investors seeking information
at any time.
A report on the performance and financial position of the subsidiary in
AOC-1 is annexed to the report under Rule 8 of The Companies (Accounts) Rules 2014 as per
annexure 1.
TRAINING AND HUMAN RESOURCE MANAGEMENT
Morale of our professionals continued to be high. The Company continues
to put concerted efforts in recruiting quality people. Development and training programs
are undertaken were key focus is being given to areas being employee development, growth
and satisfaction along with employee relations during the year. The relationship between
management and employees continues to be one of mutual respect, appreciation and cordial.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
In terms of the provisions of Section 178(3) of the Act, the Nomination
and Remuneration Committee (N RC) is responsible for formulating the criteria for
determining qualification, positive attributes and independence of a Director. In line
with this requirement, the Board has adopted the terms and conditions of appointment of
Independent Director and Code of conduct for board members and senior management.
DIRECTORS
As per the provisions of Section 152 of The Companies Act, 2013 Mr.
Bhushanlal Desraj Arora retires by rotation and being eligible for appointment offers
himself for re-appointment.
Mr. Vipul Dave (DIN: 01189358) was appointed as an Additional
Independent Director with effect from 13th February, 2025 but has resigned from the Board
with effect from 7th May 2025.The Board places on record its
appreciation for his contribution to the company during his tenure as the Director of the
company.
The Company has appointed Mr. Gitesh Nimkar ( DIN no 02342111) as an
Independent Director with effect from 30 July, 2025. His appointment will be approved at
the ensuring 32nd Annual General Meeting by the shareholders of the Company.
The Company has appointed Mrs. Hufrish Variava (D1N:11219649) as an
Independent Director with effect from July 30, 2025. Her appointment will be approved at
the ensuring 32nd Annual General Meeting by the shareholders of the Company.
All other Independent Directors of the Company comply with the
requirements as stated in the Companies Act,2013 in regard to their appointment.
COMPANY SECRETARY :
Mrs. Jinal Palani (Membership no: A 63564) has resigned as Company
Secretary and Compliance Officer of the Company with effect from 5tb April
2025. Ms. jinal jain (Membership no: A59185) was appointed as Company Secretary and
Compliance Officer of the Company with effect from 7th April 2025.
BOARD MEETINGS AND COMMITTEE MEETINGS :
1. Seven (7) Board meetings were held during the year. The details of
the Board meetings and the attendance of the Directors are provided in the Corporate
Governance Report.
2. Four (4) Audit Committee meetings were held during the year. The
details of the Audit Committee meetings and the attendance of the Directors are provided
in the Corporate Governance Report.
3. One (1) Nomination and Remuneration Committee meeting was held
during the year. The details of the Nomination and Remuneration Committee meeting and the
attendance of the Directors are provided in the Corporate Governance Report.
4. Four (4) Stakeholder Relationship Committee meetings were held
during the year. The details of the Stakeholder Relationship Committee meetings and the
attendance of the Directors are provided in the Corporate Governance Report.
5. A separate meeting of the Independent Directors was also held on
18th January, 2025
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act, 2013 and SEB1 (LODR) Regulations
2015 the Board of Directors has carried out an annual evaluation of its own performance.
Board committees and individual Directors.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure effectiveness of Board process, participation in the long-term strategic
planning, information, functioning etc.
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 the
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, preparedness on the issues to be discussed, meaning full and
constructive contribution and inputs in meetings, etc. In addition, the Chairman was also
evaluated on the key aspects of his role by other Board members.
A separate meeting of Independent Directors was convened 18th January
2024 to discuss the following aspects:
L Review the performance of Non-Independent Directors and the Board as
a whole;
ii. Review the performance of the Chairperson of the Company, taking
into account the views of Executive and Non-Executive Directors;
iii. Assess the quality, quantity and timeliness of flow of information
between the Company's Management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
All Independent Directors were present at the Meeting and discussed the
above and expressed their satisfaction.
 COMPLIANCE WITH SECRETARIAL STANDARDS 
The Company has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors and
General Meetings.
 DECLARATION BY INDEPENDENT DIRECTORS 
The company has received necessary declaration from each of the
Independent Directors, under Section 149(7) of The Companies Act,2013 and that he/she
meets the criteria of Independence laid down in Sectionl49(6) of The Companies Act, 2013
and as per Regulation 16 of SEB1 Listing Regulations.
There has been no change in the circumstances affecting their status as
independent directors of the Company.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission and reimbursement of expenses, if any
 DETAILS IN RESPECT OF FRAUD 
The Auditor's Report doesn't contain any information in relation to
fraud.
 BOARDS COMMENT ON THE AUDITORS? REPORT 
The observations of the Statutory Auditors, when read together with the
relevant notes to the accounts and accounting policies are self-explanatory and do not
call for any further comment.
 MATERIAL CHANGES AND COMM ITMENTS 
There have been no material changes and commitments, which affect the
financial position of the company which have occurred between the end of the financial
year to which the financial statements relate and the date of this Report.
 QUALITY INITIATIVES 
The Company continues to strengthen its commitment to the highest
levels of quality, superior customer experience, best-in-class service management, robust
information security and privacy practices and mature business continuity management.
The relevance of Kaiser " integrated Quality Management System
(iQMS™) is continually evaluated for new service offerings, emerging delivery
methodologies, industry best practices and latest technologies, and adequately upgraded to
provide outstanding value and experience to its customers.
 DEPOSITS FROM PUBLIC 
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of Audit Committee of the Board and to the
Chairman and Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with the operating
systems, accounting procedures and policies. Based on the report of Internal Audit
function, process owner undertake corrective actions in their respective areas and thereby
strengthen the controls. Significant audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committee of the Board.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and the
auditor has not identified any material weakness relating to financial reporting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars required to be stated as per the provisions of Section
134 (3) (m) of The Companies Act, 2013 relating to conservation of energy and technology
absorption do not apply to your Company.
FOREIGN EXCHANGE EARNINGS AND OUT GO
Foreign Exchange Earnings : NIL Foreign Exchange Out go : NIL 
DEPOSITORY SYSTEM
Details of the Depository System are given in the Corporate Governance
Report and is attached with the Annual Accounts.
AUDITORS
The Auditors M/S Shabbir & Rita Associates LLP (Firm Registration
No. 109420W) Chartered Accountants has been appointed at the 28th Annual
General Meeting of the company held on 30th September 2021 for the period of
five years.
DETAILS OF SIGNIFICANT MATERIAL ORDERS
No significant and material orders were passed by the regulators or the
courts or tribunals that may have an impact on the going concern status and Company's
operations in foreseeable future.
ANNUAL RETURN
The Annual Return for FY 2025 is available on the website of the
Company at https://www.kaiserpress.eom/cms/3/lnvestor-ReIation 

 DIRECTOR S RESPONSIBILITY STATEMENT 
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the Internal,
Statutory, and Secretarial Auditors and External consultant(s) and their views performed
by management and the relevant Board committees, including the Audit Committee, the Board
is of the opinion that the Company's internal financial controls were adequate and
effective during the financial year 2024-25.
Accordingly, pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable
Accounting Standards have been followed along with proper explanation relating to material
departures;
(b) They 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 loss of the Company for that period;
(c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts on a "going concern
basis";
(e) They 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) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and opera ting
effectively.
 PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS 
During the reporting period, your company has not granted any Loans but
has given Corporate Guarantee and has done investments as reflected in financial statement
being the part of Annual Report.
 RELATED PARTY TRANSACTIONS 
All related party transactions entered into during the financial year
were on an arm's length basis, in the ordinary course of business and were incompliance
with the applicable provisions of the Act and the Listing Agreement. The details of the
transactions with related parties are provided in the accompanying financial statements.
There were no materially significant related party transactions made by
the Company during the year that would have required members approval under Regulation 23
of the SEBl (Listing Obligations and Disclosure Requirements), 2015. The policy on
materiality of related party transactions and dealing with related party transactions has
been already approved by the Board.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to section 135 of the Companies Act, 2013, company does come
under the purview of Corporate Social Responsibility
COST RECORD
The provision of Cost audit as per section 148 does not applicable on
the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The company has adopted a Whistle blower Policy, to provide a formal
mechanism to the Directors, employees and its stakeholders to report their concerns about
unethical behavior, actual or suspected fraud or violation of the Company?s Code of
Conduct or Ethics Policy. The policy provides for adequate safeguards against
victimization of employees who avail of the mechanism and also provides for direct access
to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company
has been denied access to the Audit Committee.
MANAGEMENT DISCUSSION AND ANALYSIS AND REPORT OF THE DIRECTORS ON
CORPORATE GOVERNANCE
Pursuant to SEBI (Listing Obligations and Disclosure Requirements),
2015 the Management Discussion and Analysis and the Corporate Governance Report, is
presented in a separate section forming part of the Annual Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of women at Workplace (Prevention, prohibition
and Redressal) Act, 2013.
All employees (permanent, contractual, temporary, trainees) are covered
under this policy. No complaints pertaining to sexual harassment were received during F.
Y. 2024-25.
ACKNOWLEDGMENTS
The Company would like to acknowledge all its stakeholders, SBI and
HDFC Bank and its customers, key partners for their support and all its employees for
their dedication and hard work.
The Directors appreciate the continued guidance received from various
Regulatory Authorities including RBI, SEBI, Ministry of Corporate Affairs, The Registrar
of Companies, The Stock Exchange, Mumbai, Income Tax and GST Authorities.
On Behalf of the Board of Directors
Bhushanlal Arora
Chairman
Place: Mumbai Date: 16th August, 2025