Dear Members,
Your Directors have pleasure in presenting their 20 th Annual Report on the business
and operations of the Company and the accounts for the Financial Year ended March 31,
2025.
1. FINANCIAL SUMMARY OR H IGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE AND
CONSOLIDATED)
The Board's Report shall be prepared based on the standalone financial statements of
the company. (Rs. in lakhs)
| Particulars |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Gross Income |
33744.85 |
30139.03 |
33744.85 |
30139.03 |
| Profit Before Interest and Depreciation |
10511.55 |
8460.11 |
10511.03 |
8459.92 |
| Finance Charges |
1266.03 |
728.08 |
1266.03 |
728.08 |
| Profit Before Depreciation |
9245.52 |
7732.03 |
9245 |
7731.84 |
| Depreciation |
1830.20 |
1163.75 |
1830.20 |
1163.75 |
| Net Profit Before Tax |
7415.32 |
6568.28 |
7414.80 |
6568.09 |
| Provision for Tax |
748.38 |
1358.6 |
748.38 |
1358.6 |
| Net Profit After Tax |
6666.94 |
5209.68 |
6666.42 |
5209.49 |
2. BUSINESS PERFORMANCE a) Revenue from operation Standalone:
Your Company has total income during the period under review was Rs. 33744.85 Lakhs
as compared to Rs. 30139.03 Lakhs in the previous year, registering an increase of 11.96 %
over the previous year.
Consolidated :
Your Company has total income during the period under review was Rs. 33744.85 Lakhs
as compared to Rs. 30139.03 Lakhs in the previous year, registering an increase of 11.96 %
over the previous year. b) Profits: Standalone:
The Profit before tax for the year 2024-25 was Rs. 7415.32 Lakhs as against Rs.
6568.28 Lakhs in the previous year. Profit after tax in the current year stood Rs. 6666.94
Lakhs as against Rs. 5209.68 Lakhs in the previous year. Consolidated: The Profit before
tax for the year 2024-25 was Rs. 7414.79 Lakhs as against Rs. 6568.09 Lakhs in the
previous year. Profit after tax in the previous year stood Rs. 6666.42 Lakhs as against
Rs. 5209.49 Lakhs in the previous year.
3. DIVIDEND
During the year 2024-25, the Company has paid a total dividend (by way of interim
dividend) of Rs. 1,22,16,720/- @ Re 0.50 per share on 24433440 equity shares of Rs.5/-
each fully paid up. The interim dividend be treated as final dividend for the year
2024-25.
4. RESERVES
The Company proposes to transfer an amount of Rs.7015.50 Lakhs to general reserves.
5. SHARE CAPITAL
The authorized Share Capital of the Company is Rs. 15, 00, 00,000/- (Rupees Fifteen
Crore) divided into 3, 00, 00,000 (Three Crore) Equity shares of Rs. 5/- (Rupees Five
Only) each and paid up share capital of the Company is Rs.12, 21, 67,200/-(Rupees Twelve
Crore Twenty-One Lakh Sixty-Seven Thousand Two Hundred Only) divided into 24433440 (Two
Crore Forty-Four Lakhs Thirty-Three Thousand Four Hundred Forty) Equity shares of Rs. 5/-
per Share.
The Company has sub-divided / split the equity share of the company of face value of
Rs.10/- each into 2 shares of face value of Rs.5/- each during the year by increasing the
number of equity shares from 12216720 to 24433440 with the paid up share capital of the
Company remaining same at Rs. 12,21,67,200 as on 31.03.2025.
During the year under review, the Company has neither issued bonus shares nor issued
shares with differential voting rights nor granted stock options nor sweat equity and nor
opted buy back of its own securities.
6. Board of Directors
During the period under review, the Board has appointed Mr. Simran Kaur Josan as an
Additional Director w.e.f 14.08.2024 who was regularized at the 19th AGM of the Company
held on September 28, 2024. Mr. Atul Mehta, Non-Executive Independent Director of the
Company has resigned w.e.f August 28, 2024. Mr. Sukhdev Singh Khinda, Managing Director
and Mrs. Salwinderjit Kaur, Whole Time Director were re-appointed through Postal Ballot
process ended on April 26,2025 for term of 3 years w.e.f April 01,2025 to March 31,2028
and there were no other changes to the Board of Directors of your Company. Pursuant to the
provisions of section 149 and 184 of the Companies Act, 2013 and under Regulation 25 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Independent
Directors of the Company have submitted a declaration that each of them meets the criteria
of Independence as prescribed in section 149(6) of the Companies Act, 2013 and SEBI
Regulations and there has been no change in the circumstances which may have affect their
status as Independent Director during the year. In accordance with the provisions of
section 152 of the Companies Act, 2013, Mrs. Salwinderjit Kaur, Whole Time Director is
liable to retire by rotation at the ensuring Annual General Meeting and being eligible,
offer herselfself for re-appointment. The brief detail required to be disclosed in
accordance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standards is included in the notice of the ensuing
Annual General Meeting forming part of this Annual Report.
In terms of requirements of the Listing Regulations, the Board has identified core
skills, expertise, and competencies of the Directors in the context of the Company's
businesses for effective functioning which are detailed in the Corporate Governance
Report.
Key Managerial Personnel
The following are the Key Managerial Personnel of the Company:
| S.NO NAME OF THE PERSONS |
DESIGNATION |
| 1. Mr. Sukhdev Singh Khinda |
Managing Director |
| 2. Mrs. Salwinderjit Kaur |
Whole Time Director |
| 3. Ms. Simran Kaur Josan |
Whole Time Director |
| 4. Mr. Balvinder Singh Sandha |
Chief Financial Officer |
| 5. Ms. Aarti Mahajan |
Company Secretary and Compliance Officer |
Note: Ms. Aarti Mahajan, Company Secretary and Compliance Officer of the Company has
resigned w.e.f 23.03.2024. Further Ms. Aarti Mahajan appointed again as Company Secretary
and Compliance Officer of the Company w.e.f 22.04.2024.
7. BOARD MEETINGS
The Board of Directors of the Company met 10(Ten) times during the financial year
2024-25 i.e. April 12, 2024, April 22, 2024, May 29, 2024, August 14, 2024, September 02,
2024, November 13, 2024, December 02, 2024, January 21, 2025, February 05,2025 and March
10, 2025. The Details of above mentioned Board Meetings are also provided in Corporate
Governance Report annexed herewith . The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
8. COMMITTEES OF THE BOARD
The Board of Directors have following committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Committees along with their composition, number of meetings and
attendance at the meetings 18 are provided in the Corporate Governance Report forming part
of this Annual Report FY 2024-25.
9. AUDIT COMMITTEE
The Company has constituted an Audit Committee in terms of the requirements of the
Act and Regulation 18 of the Listing Regulations. The Audit Committee comprises of three
Directors viz. Mr. Mohit Saluja as the Chairman of the Committee, and Mr. Amrik Singh
Chawla and Mr. Sukhdev Singh Khinda, as the members of the Committee.
10. BOARD EVALUATION
Pursuant to the applicable provisions of the Act and the Listing Regulations, The
Board has carried out an Annual Evaluation of its own performance, performance of the
Directors and the working of its Committees on the evaluation criteria defined by
Nomination and Remuneration Committee (NRC) of performance process evaluation process of
the Board, its Committees and Directors.
The Board functioning was evaluated on various aspects including inter-alia the
structure of the Board, meeting of the Board, functions of the Board, degree of fulfilment
of key responsibilities, establishment and delineation of responsibilities of various
Committees, effectiveness of Board process, information and functioning.
The Committees of the Board were assessed on the degree of fulfilment of key
responsibilities, adequacy of Committee composition and effectiveness of Meetings. The
Directors were evaluated on aspects such as attendance, contribution at Board/Committee
Meetings and guidance/ support to the Management outside Board/ Committee Meetings.
The performance assessment of Non-Independent Directors, Board as a whole and the
Chairman were evaluated in a separate meeting of Independent Directors. The same was also
discussed in the meetings of NRC and the Board. Performance evaluation of Independent
Directors was done by the entire Board, excluding the Independent Director being
evaluated.
11. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY
All independent directors give their declaration that they meet the criteria of
independence as provided in subsection ( 6 ) of Section 149 of the Companies Act, 2013 and
Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015
12. CONSOLIDATED ACCOUNTS
The consolidated Financial Statements of the Company are prepared in accordance with
the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants
of India and forms an integral part of this Report. Pursuant to section 129(3) of the
Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 a statement
containing salient features of the financial statements of subsidiaries is given in form
AOC- 1 as Annexure-A and forms an integral part of this report.
13. AUDITORS AND AUDITOR'S REPORT
In terms of the provisions of section 139 of the Companies Act, 2013 read with
Companies (Audit and Auditors) Rules, 2014, M/s. R.S Kalra and Associates, Chartered
Accountants (Firm Registration No. 007744N), have been appointed as Statutory Auditors of
the Company to hold office from the conclusion of 17th Annual General Meeting till the
conclusion of 22nd Annual General Meeting. In accordance with the amendment to the
provisions of Section 139 by the Companies Amendment Act 2017, notified on May 7, 2018, by
the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required
to be ratified by the Members at every Annual General Meeting. Hence the resolution
seeking ratification of the Members for continuance of their appointment at this AGM is
not being sought. The Auditors' report for the financial year ended 31.03.2025 issued by
M/s. R.S Kalra and Associates, Chartered Accountants does not have any qualification,
reservation, adverse remark or disclaimer by the statutory auditors. Notes to Accounts and
Auditors remarks in their report are self-explanatory and do not call for any further
comments.
14. SECRETARIAL AUDITOR
In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s M.L
Arora & Associates, Practicing Company Secretaries, Ludhiana (M.No.F1226 and CP.No.
2646) as a Secretarial Auditors of the Company to undertake the Secretarial Audit of the
Company for the Financial Year 2024-25. The Secretarial Audit Report submitted by them in
the prescribed form MR-3 is enclosed as Annexure-D and forms part of this report. No
adverse comment has been made in the said report by Practicing Company Secretaries for the
Company. This report is self-explanatory and not require any further comments.
15. COST AUDITOR
Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with
notifications/ circulars issued by the Ministry of Corporate Affairs from time to time and
as per the recommendation of the Audit Committee, the Board of Directors at their meeting
held on May 29, 2025 appointed M/s Khushwinder Kumar & Co, Cost Accountants
(Registration No.100123), as the Cost Auditors of the Company for Financial Year 2025-26.
The Cost Audit Report for the financial year ended 31st March, 2025 due to be filed with
the Ministry of Corporate Affairs on or before the September 2025 and the cost audit
report for the Financial Year ended 31 st March, 2024 was filed with MCA.
16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
As per the provision of Section 138 of the Companies Act, 2013 and the rules made
their under, the Board appointed M/s. Ashwani Kant & Associates Chartered Accountant,
Jalandhar as Internal Auditor of the Company, to check the internal controls and
functioning of the activities and recommend ways of improvement. Internal Audit is carried
out on quarterly basis; the report is placed in the Audit Committee Meeting and Board
meeting for consideration and directions. The internal financial controls with reference
to financial statements as designed and implemented by the Company. During the year under
review, no material or serious observation is received from the Internal Auditor of the
Company for inefficiency and in adequacy of such controls.
17. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act,
2013, a Vigil Mechanism for directors and employees to report genuine concerns of fraud
& misconduct in the company has been established. The Vigil Mechanism Policy has been
uploaded on the website of the Company at www.agiinfra.com under Investors relations/Vigil
Mechanism Policy link. Further, the Company has not received any protected disclosure as
per the vigil policy framed by the board.
18. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 read with
the rules made thereunder, the Annual Return of the Company has been disclosed on the
website of the Company and web link thereto is
https://www.agiinfra.com/investor-relations/
19. REPORTING OF FRAUD
There is no instance of fraud during the year under review, which is required the
Statutory Auditor to report to the Audit Committee and/or Board of Directors under section
143(12) of the Companies Act, 2013 and the rules framed thereunder.
20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There has been no material change and commitment, affecting the financial
performance of the Company which occurred between the end of the financial year of the
Company to which the financial statements relate and the date of this Report. The Company
has sub-divided / split the equity share of the company of face value of Rs.10/- each into
2 shares of face value of Rs.5/- each during the year by increasing the number of equity
shares from 12216720 to 24433440 with the paid up share capital of the Company remaining
same at Rs. 12,21,67,200 as on 31.03.2025.
21. ACCEPTANCE OF DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
22. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS
Details of Loan, Guarantees and investments covered under the provisions of section
186 of the Companies Act, 2013 are given in the notes to Financial Statements forming part
of the Annual Report.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year
2024-25 were on an arm's length basis and in the ordinary course of business and were in
compliance with the applicable provisions of the Companies Act, 2013 and the Listing
Regulations. None of the transactions with related parties fall under the scope of Section
188(1) of the Act. There is no material related party transactions made by the Company
during the year under review. All such transactions are placed before the Audit Committee
for review/approval. The Audit Committee grants omnibus approval for the transactions that
are in the ordinary course of the business and repetitive in nature. All related party
transactions are placed before the Audit Committee on a quarterly basis. As good
governance practice, the same are also placed before the Board for seeking their approval
and approved by the Board.
24. LISTING WITH STOCK EXCHANGES:
The Equity shares of the Company are already listed on the BSE Ltd & listed on
National Stock Exchange of India Limited (NSE) on 15.07.2024.
25. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance
and adhere to the corporate governance requirements set out by SEBI. The report on
Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of the Annual Report.
26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
The Business Responsibility and Sustainability Reporting as required under
Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 does not apply to your company for the financial year 2024-25.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has a Corporate Social Responsibility (CSR) Policy in place and the same
can be accessed at http://www.agiinfra.com. The details about committee composition and
terms of reference of committee are given in Corporate Governance Report and forms
integral part of this report. A 'CSR Report' on activities undertaken by the Company and
amount spent on them is attached as ANNEXURE 'E' to this report.
28. ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has filed Annual Secretarial Report under Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 within its due date
issued by M/s M.L Arora & Associates, Practicing Company Secretaries, Ludhiana for the
year ended March 31, 2025 by confirming Compliance of SEBI Regulations/guidelines/
circulars issued thereunder and applicable to the Company. No adverse comment has been
made in the said report by Practicing Company Secretaries for the Company. This report is
self-explanatory and not require any further comments.
29. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The company has one wholly subsidiary named "AGI Cold Chain Private
Limited" which was incorporated on June 23, 2016 and its main objectives are 1. To
carry on the business of set up the Chain cold storage and carrying on the business of
storing, trading, dealing, distributing of vegetables, fruits and dry fruits etc. 2. To
carrying on business of leasing or renting the Cold chain facility. The Wholly Subsidiary
Company has a net loss of Rs.52130.59/- during the financial year 2024-25. The company
does not have any joint venture companies or associate's companies during the period under
review. Also, there was no company which has ceased to become the subsidiaries/joint
ventures/ associate company (ies) during the year.
30. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
Details of Managerial remuneration required pursuant to Section 197 and Rule 5 of
the Companies' Appointment and Remuneration of Managerial Personnel rule, 2014 is annexed
as Annexure-C
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
As the Company is engaged in the development of Group Housing, the Electricity is
the only mode of energy which is purchased from PSEB and generated through own power
generator. Every effort is made to use the most economic mode of supply which saves the
considerable power. a. Flats are so designed which have ample source of natural light
which minimizes the consumption of electricity. b. Installed A/C drives in the lifts, c.
Use LED lighting in the common area as well as in flats. d. Install sub-meters to check
energy uses at different level.
Keeping in view the cost of electricity accelerating every year the company has set
up a roof top solar power generation in the project developed by the Company. It saves a
huge amount on account of electric consumption. It is an Inexhaustible and renewable
source of energy. Other than these measures many more measures are being taken like
provision of dual plumbing which saves considerable ground water and electricity.
32. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year, the total foreign exchange out go was Rs.3, 77, 34,243/-on account
of imports made from China. Sometimes payments against sale of flats to NRI Customers are
received through Banking Channel which is credited to their accounts by getting converted
into Indian Rupees on the same date which is equivalent to Rs.2,79,91,947/-
33 . TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
34. Management Discussion and Analysis Report
The Management Discussion and Analysis Report as required under regulation 34(3)
read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is presented in the separate section forming part of this Annual Report.
35. Human Resources and Industrial Relations
The Company takes pride in the commitment, competence and dedication of its
employees in all areas of the business. The Company has a structured induction process at
all locations and management development programs to upgrade skills of managers. Objective
appraisal systems based on key result areas (KRAs) are in place for senior management
staff. The Company is committed to nurturing, enhancing and retaining its top talent
through superior learning and organizational development. This is a part of our Corporate
HR function and is a critical pillar to support the organization's growth and its
sustainability in the long run.
36. RISK MANAGEMENT
Business risk evaluation and management is an ongoing process within the Company.
The Assessment is periodically examined by the Board. The management of the Company has
identified some of the major areas of concern having inherent risk, viz. Financial,
Commodity Price, Regulatory, Human Resource, Interest rate Risks. The processes relating
to minimizing the above risks have already been put in place at different levels of
management. The management of the Company reviews the risk management processes and
implementation of risk mitigation plans. The processes are continuously improved.
37. PREVENTION OF INSIDER TRADING:
On December 31, 2018, Securities and Exchange Board of India amended the Prohibition
of Insider Trading Regulations, 2015, prescribing various new requirements with effect
from April 1, 2019. In line with the amendments, your Company has adopted an amended Code
of Conduct to regulate, monitor and report trading by Designated Persons and their
Immediate Relatives under the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices
and procedures for fair disclosure of unpublished price sensitive information which has
been made available on the Company's website at www.agiinfra.com.
38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In accordance with Sexual Harassment of Women at Work place (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed their under, the Company has framed and
adopted the policy for Prevention of Sexual Harassment at Workplace. The Company has also
set up an Internal Complaint Committee ("the Committee") for redressal of
grievance(s) / complaint(s) (if any) under the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The summary of
sexual harassment complaints received and disposed of during the year 2024-25:
Number of complaints pending at the beginning of the year: NIL
Number of complaints received during the year: NIL
Number of complaints disposed of during the year: Not Applicable
Number of cases pending at the end of the year: Not Applicable
39. DISCLOSURE REGARDING COMPLIANCE W.R.T THE MATERNITY BENEFITS ACT 1961
The Company hereby states that it was Compliant with Maternity Benefits Act, 1961
during the Financial Year 2024-25.
40. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.
41. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016
The Board hereby declares that there is not any Application made or any proceeding
pending under the Insolvency and Bankruptcy Code (IBC), 2016' during the year. Therefore,
status at the end of the financial year of such cases or proceedings is Nil.
42. VALUATION OF SHARES FOR ONE TIME SETTLEMENT (OTS)
The Company has not undertaken or availed any One Time Settlement' (OTS) with the
Bank during the financial year. Therefore, 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, does not
arises.
43. CAUTIONARY STATEMENT
Statement in this Management's Discussion and Analysis detailing the Company's
objectives, projections, estimates, expectations or predictions are "forward looking
statements" within the meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or implied. Important factors that
could make a difference to the Company's operations include global and Indian
demand-supply conditions, finished goods prices, cyclical demand and pricing in the
Company's principal markets, changes in Government regulations, tax regimes, economic
developments in India and other factors such as litigation and labor negotiations.
44. ACKNOWLEDGEMENTS
Your Directors takes this opportunity to thank all Government Authorities, Bankers,
Shareholders, Customers, Investors and other stakeholders for their assistance and
co-operation to the Company. Your Directors express their deep sense of appreciation and
gratitude towards all employees and staff of the company and wish the management all the
best for further growth and prosperity.
| For and on behalf of the Board of Directors |
For and on behalf of the Board of Directors |
| AGI INFRA LIMITED |
AGI INFRA LIMITED |
| Sd/- |
Sd/- |
| Sukhdev Singh Khinda |
Salwinderjit Kaur |
| Managing Director |
Whole Time Director |
| DIN: 01202727 |
DIN: 00798804 |
| Place: Jalandhar |
|
| Date: -28.08.2025 |
|
|