Directors Report of Anna Infrastructures Ltd.

Mar 31, 2024

Your Directors have the pleasure of presenting the Thirty Second Annual
Report of the Company on the business and operations of the Company,
together with Audited Statement of Accounts for the year ended March 31,
2024.

1. FINANCIAL HIGHLIGHTS

The Company’s performance during the financial year ended March 31, 2024 as compared to the previous financial
year is summarized as below:

	Current Year ended 31/03/2024	Previous Year Ended 31/03/2023
Revenue from Operations before tax, interest & depreciation	168.28	112.63
Less: Depreciation	7.92	12.90
Less: Finance Charges	0.83	1.42
Profit/Loss Before Tax	78.55	29.49
Provision for Tax	18.90	6.61
Profit After Tax	59.64	22.88

Notes:

1. The above figures have been extracted from the audited standalone and consolidated financial statements as per Indian Accounting
Standard (IND-AS).

2. Previous year figures have been regrouped/rearranged wherever necessary.

2. RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

During the year under review, your Company’s total revenue stood at Rs. 168.28 Lac as at 31^st March, 2024 as
compared to Rs. 112.63 Lac as at 31^st March, 2023.

The Company is engaged in the activities of Lands for Real Estate Development. On the real estate development
front, the Company develops residential, commercial, & social infrastructure projects. There was no change in the
nature of business of the Company, during the year under review.

3. DIVIDEND

Considering the market conditions, Company’s performance was good during the year under review, but the Company
wants to invest as much as possible into further growth so your Directors has recommended not to pay any dividend
for the year under review.

4. TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during financial year ended 2023-24.

5. SHARE CAPITAL

The authorized share capital of the Company as on March 31, 2024 was Rs. 5,00,00,000/- (Rupees Five Crore Only)
consisting of Rs. 5,00,00,000 (Rupees Five Crore only) consisting of 5,00,000 (Five Lakhs Only) Equity Shares of
Rs. 10/- each.

The issued, subscribed and paid capital of the Company, as on March 31, 2024, is Rs. 3,80,00,000/- (Rupees Three
Crore Eighty Lakhs Only) consisting of Rs. 3,80,00,000/- (Rupees Three Crore Eighty Lakhs Only) comprising Rs.
38,00,000/- (Rupees Thirty Eight Lakhs Only) equity shares of Rs. 10/- each, fully paid - up.

During the year under review, there was no change in the capital structure of the Company.

During the year under review, the Company has neither issued shares with Deferential Voting Rights nor granted
Stock Options nor Sweat Equity.

6. DEMATERIALISATION OF SHARES

As on March 31, 2024, 93.47% of the Company’s total equity paid up capital representing 3552063 equity shares are
held in dematerialized form. SEBI (LODR) Regulations, 2015 mandates that the transfer, transmission etc., shall be
carried out in dematerialized form only. The Company has directly sent intimation to shareholders who hold shares in
physical form advising them to get their shares dematerialized.

7. LISTING OF SHARES

The Company’s equity shares are listed at the BSE Limited (the stock exchange). The annual listing fee for the year
2024-25 has been paid to stock exchange.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

A. DIRECTORS

Pursuant to the provisions of section 149 of the Act, Mr. Rhythm Garg, Mr. Vivek Agarwal and Mrs. Kusum
Singhal are Non-Executive Independent directors of the Company as on 31/03/2024. They have submitted a
declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and
Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company,
Mr. Ashok Mittal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being
eligible, have offered himself for re-appointment. The Board recommends his re-appointment for the
consideration of the Members of the Company at the Annual General Meeting.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with
the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Company.

Mr. Rhythm Garg & Mrs. Kusum Singhal will retire as Independent Directors (w.e.f 31.03.2025) on account of
completion of 2 consecutive tenures of 5 years each.

However, Mr. Vivek Agarwal (DIN: 06431839), was re-appointed for second term for further period of Five
years, starting from 31^st July, 2024 and ending on 30^th July, 2029 as Independent Director, subject to the approval
of shareholders at the ensuing Annual General Meeting (AGM).

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors
have proposed the appointment of Mr. Prashant Surana & Mrs. Nidhi Jalan as Independent Directors with effect
from 27^th September, 2024 for a period of 5 years, subject to approval of shareholders at the ensuing Annual
General Meeting (AGM). They are established expert in taxation and finance.

Furthermore, the present terms of appointment of Mr. Anil Kumar Agarwal (Whole time Director) is expiring on
May 31, 2025 and it would be appropriate to re-appoint him as a Whole Time Director of the Company for a
period of another five years from 1^st June 2025 to May 31, 2030. The Board of Director of the Company at its
meeting held on 27^th August, 2024 on the recommendation of the Nomination and Remuneration Committee in
its meeting held on 27^th August, 2024, re-appointed Mr. Anil Kumar Agarwal as Whole Time Director of the
Company subject to the approval of members/ shareholders of the Company at the ensuing Annual General
Meeting

The brief profile of Mr. Ashok Mittal, Mr. Vivek Agarwal and Mr. Prashant Surana, Mrs. Nidhi Jalan and Mr.
Anil Kumar Agarwal along with details as regards their expertise, other directorships, and membership in
committees of other companies and shareholding in the Company are annexed as Annexure - I to the notice of
AGM in accordance applicable provisions of SEBI Regulations and the Companies Act, 2013.

The Board has carried out performance evaluation of all its Independent Directors and is of the opinion that all
the Independent Directors of the Company are competent and eligible to continue as Independent Directors of the

Company. All of the Directors of the Company have confirmed that they are not disqualified under provisions of
Section 164 of the Companies Act, 2013 from being appointed / continue to hold position of Directors of the
Company.

B. KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Company has following Key Managerial Personnel as per the definition of Section
2(51) read with Section 203 of the Companies Act 2013: -

S.NO.	NAMES	DESIGNATION(S)
1.	Mr. Ashok Mittal	Chairman and Director
2.	Mrs. Deepa Poptani	Chief Financial Officer
3.	Mrs. Ayesha Jain Mahajan	Company Secretary and Compliance Officer

During the year Ms. Deepa Poptani was appointed as Chief Financial Officer of the Company in place of Mr.
Amit Boss with effect from 10th November, 2023. Mr. Amit Boss ceased to be the Chief Financial Officer of the
Company with effect from close of business hours on 10th November, 2023.

9. INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and the SEBI (LODR) Regulations,2015, Mr. Vivek Agarwal,
Mr. Rhythm Garg, Mrs. Kusum Singhal, Mr. Prashant Surana (Additional Director), and Mrs. Nidhi Jalan (Additional
Director) are the Independent Directors of the Company as on date of this Report. All Independent Directors of the
Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid
down under Section 149(6) of the Act and regulations 16(1)(b) of the SEBI (LODR) Regulations,2015. In terms of
Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgment and without any external influence.

The Additional Independent Directors of the Company have undertaken that they have registered themselves with the
Independent Director’s Database maintained by the Indian Institute Corporate Affairs (IICA) and possess proficiency
certificates.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons
of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and
are independent of the management.

10. NUMBER OF MEETINGS OF THE BOARD

During the financial year ended March 31, 2024, 05 (Five) meetings of the Board were held, as follows:

S.no.	Dates of board meeting	Board strength	No. of directors present
1.	26.05.2023	7	7
2.	14.08.2023	7	7
3.	10.11.2023	7	7
4.	09.02.2024	7	7
5.	16.03.2024	7	7

*The maximum time gap between two meetings was not more than 120 days.

11. COMMITTEES OF THE BOARD:

Board Committees:-

The Company has 3 Board Level Committees. All decisions and recommendations of the Committees are placed
before Board for information and approval. The role and composition of these Committees, including the number of
meetings held during the financial year and the related attendance, are provided below:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholder’s Relationship Committee.

A. Audit Committee

The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013
and the provisions of Regulation 18 of the SEBI (LODR) Regulations, 2015. Mr. Rhythm Garg, Non -Executive
Independent Director is the Chairperson of the Audit Committee. The other members of the Audit Committee include
Mr. Rakesh Kumar Mittal and Mr. Vivek Agrawal. All the recommendations made by the Audit Committee were
accepted by the Board.

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S.no.	Dates of board meeting	Committee strength	No. of Members present
1.	26.05.2023	3	3
2.	14.08.2023	3	3
3.	10.11.2023	3	3
4.	09.02.2024	3	3

B. Nomination & Remuneration Committee

The composition, quorum, powers, role and scope are in accordance with Section 178 of the Companies Act, 2013
and the provisions of Regulation 19 of the SEBI (LODR) Regulations, 2015. Mr. Vivek Agarwal, Non -Executive
Independent Director is the Chairperson of the Nomination & Remuneration Committee. The other members of the
Nomination & Remuneration Committee include Mr. Rakesh Kumar Mittal and Mrs. Kusum Singhal.

During the financial year ended March 31, 2024, 4 (Four) meeting of the Nomination & Remuneration Committee
was held as follows:

S.no.	Dates of board meeting	Committee strength	No. of Members present
1.	26.05.2023	3	3
2.	14.08.2023	3	3
3.	10.11.2023	3	3
4.	09.02.2024	3	3

C. Stakeholders’ Relationship Committee

The composition, quorum, powers, role and scope are in accordance with Section 178 of the Companies Act, 2013
and the provisions of Regulation 20 of the SEBI (LODR) Regulations, 2015. Mr. Rhythm Garg, Non -Executive
Independent Director is the Chairperson of the Stakeholders’ Relationship Committee. The other members of the
Stakeholders’ Relationship Committee include Mr. Ashok Mittal and Mr. Anil Kumar Agrawal.

During the financial year ended March 31, 2024, 3 (Three) meeting of the Nomination & Remuneration Committee

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S.no.	Dates of board meeting	Committee strength	No. of Members present
1.	26.05.2023	3	3
2.	10.11.2023	3	3
3.	09.02.2024	3	3

• There were no pending share transfers/ investors’ complaints as on March 31, 2024.

12. ATTENDANCE OF DIRECTORS

S.No.	Name of Director	No. of Board Meetings attended	No. of Audit Committee Meetings Attended	No. of Nomination and Remuneration Committee Meetings Attended	No. of Stakeholder Relation Committee Meetings Attended
1.	Mr. Ashok Mittal	5	-	-	3
2.	Mr. Anil Kumar Agarwal	5	-	-	3
3.	Mr. Rakesh Kumar Mittal	5	4	4	-
4.	Mr. Ramesh Chand Agarwal	5	-	-	-
5.	Mr. Rhythm Garg	5	4	-	3
6.	Mrs. Kusum Singhal	5	-	4	-
7.	Mr. Vivek Agarwal	5	4	4	-

13. MEETINGS OF INDEPENDENT DIRECTORS

The Company’s Independent Directors meet at least once in every financial year without the presence of Executive
Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss
matters pertaining to the Company’s affairs and put forth their views to the Lead Independent Director. The Lead
Independent Director takes appropriate steps to present Independent Directors’ views to the Chairman and Managing
Director. One meeting of Independent Directors was held during the year i.e. on 09th February, 2024, which was attended
by the following Independent Directors:

1. Mr. Rhythm Garg

2. Mr. Vivek Agarwal

3. Mrs. Kusum Singhal

14. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified for the financial year 2023-24 as per the provisions of Section
164 and 167 of the Companies Act, 2013 Act. The Directors of the Company have made necessary disclosures as
required under various provisions of the Companies Act, 2013 and the SEBI (LODR), Regulations 2015.

15. PUBLIC DEPOSITS

During the year under review, your Company did not invite /accept any deposits from public in terms of provisions of
Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and no amount
on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
Pursuant to the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed requisite annual return in e-
Form DPT-3 for outstanding receipt of money/loans which are not considered as deposits for financial year ended
March 31, 2024 with the Registrar of Companies (ROC).

16. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED

Particulars of loans, investments, guarantees etc. covered under the provisions of Section 186 of the Companies Act,
2013 and Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 are mentioned in the notes
forming part of the Financial Statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, the Company entered into the transactions with related parties as defined under Section
2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and
provisions of the SEBI (LODR) Regulations, 2015, all of which were entered in the ordinary course of business and
at arm’s length basis. However, no materials related Party Transactions were entered into by the Company which
might have any potential conflict with the interests of the Company.

During the year under review, all Related Party Transactions were prior-approved by the Audit Committee. All
repetitive Related Party Transactions along with the estimated transaction value and terms thereof were approved by
the Audit Committee under “Omnibus Approval” before the commencement of financial year and thereafter reviewed
them quarterly. The Board also reviewed and approved the transactions with related parties on the recommendation
of the Audit Committee.

The details on Related Party Transactions as per Indian Accounting Standard (IND AS) - 24 are set out in Note No.
30 to the Standalone Financial Statements forming a part of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is set out as Annexure- I to this report.

18. RISK MANAGEMENT COMMITTEE

The Company has not constituted the risk management committee in accordance with Section 134 (3) (n) of the
Companies Act, 2013 as the said provision is not applicable to the Company.

19. VIGIL MECHANISM/ WHISTLE BLOWER COMMITTEE

The Company has established a “Vigil Mechanism” for its employees and directors, enabling them to report any
concerns of unethical behavior, suspected fraud or violation of the Company’s code of conduct. To this effect the
Board has adopted a “Whistle Blower Policy” which is overseen by the Audit Committee. The policy provides
safeguards against victimization of the whistle blower. Employees and other stakeholders have direct access to the
Chairman of the Audit Committee for lodging concern if any, for necessary action. The details of such policy are
available on the website of the Company and can be accessed at www.annainfrastructures.com.

During the year under review, there were no complaints received under the mechanism.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which occurred
between the end of the financial year to which the financial statements relate and the date of the report.

21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there were no significant and material orders passed by any regulators/courts/tribunals
that could impact the going concern status and the Company’s operations in future.

22. INDUSTRIAL RELATIONS

The industrial relations remained cordial and peaceful throughout the year in the Company. The Directors wish to
place on record their appreciation for the contribution of the workers and officers of the Company at all level.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Particulars required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 2 of the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:

1. CONSERVATION OF ENERGY

I. Steps taken or impact on conservation of energy.

The company remains in constant pursuit to carry out its activities in an environment friendly manner as
well as to reduce the consumption of energy. This is monitored regularly and suitable actions are
implemented wherever needed & feasible.

II. The steps taken by the company for utilizing alternate source of energy.

The Company takes adequate measures in conserving energy in all its activities.

III. Capital Investment on energy conservation equipment’s: NIL

2. TECHNOLOGY ABSORPTION

The Company strives continuously to use the updated technology in all its activities.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

24. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
EMPLOYEES

The Company has constituted a Nomination and Remuneration Committee in accordance with the requirements
Section 178 of the Companies Act, 2013 read with the Rules made thereunder and Regulation 19 of the SEBI (LODR)
Regulations, 2015. The details relating to the Committee are given in the Corporate Governance section forming a
part of the Board Report. The details of the remuneration of directors, key managerial personnel and employees in
terms of Section 197(12) read with Companies (Appointment and Remuneration Managerial Personnel) 2014 are
provided as under to this report.

The details of the remuneration/ compensation of the Executive and Non-Executive Directors for the year ended March
31, 2024 is as follows:

Name	Salary	Allowance	Sitting Fees	Commission
Executive Director
Mr. Anil Kumar Agarwal	8,40,000	-	-	-
Non-Executive Director
Mr. Ramesh Chand Agarwal	-	-	2500	-
Mr. Vivek Agarwal	-	-	6500	-
Mr. Rhythm Garg	-	-	6000	-
Mrs. Kusum Singhal	-	-	4500	-
Mr. Rakesh Kumar Mittal	-	-	6500	-
Mr. Ashok Mittal	-	-	4000	-
KMP’S
Amit Boss (CFO) Resigned on 10.11.2023	2,70,100
Deepa Poptani (CFO) Appointed on 10.11.2023	72,850
Ayesha Jain Mahajan (CS and Compliance Officer)	3,84,000

• The Company does not have a scheme for stock options either for the Directors or the employees.

• The aforesaid sitting fees are within the limits prescribed under the Companies Act, 2013.

25. AUDITORS AND AUDITORS’ REPORT

A. Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, M/s Manish Goyal & Co., Chartered Accountants have been
appointed as Statutory Auditor of the Company in the 30^th Annual General Meeting held on August 22, 2022 for
5 years and same was confirmed by the Shareholders at 30^th Annual general Meeting pursuant to Section 40 of
the Companies (Amendment) Act, 2017 as notified by Ministry of Corporate Affairs vide its notification dated
May 7, 2018.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company
has appointed M/s Satyendra Sharma & Associates, a firm of Company Secretaries in Practice (C.P.No.4843) to
undertake the Secretarial Audit of the Company.

C. Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your
Company has appointed Mr. Atul Kakkar, Chartered Accountant, Proprietor, as the Internal Auditors of the
Company and takes his suggestions and recommendations to improve and strengthen the internal control systems.
His scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances
and assessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and
monitors the implementation of audit recommendations including those relating to strengthening of the
Company’s risk management policies and systems.

D. COST AUDITORS

In terms of the provisions of Section 148 of the Companies Acts, 2013 read with the Rules made there under, the
provisions of maintenance of cost records and the provisions of cost audit are not applicable to your Company.

E. AUDITORS’ REPORT

a) The Auditors’ Reports for the financial year 2023-24 does not contain any qualification, reservation or adverse
remark. Further, the report read together with the notes on accounts are self-explanatory and therefore, in the
opinion of the Directors, do not call for any further explanation. The Auditors’ Report is enclosed with the
financial statements in this Annual Report.

b) The Secretarial Auditors’ Report (Form MR-3) for the financial year 2023-24 is enclosed as Annexure II to
the Board’s Report in this Annual Report. The Secretarial Audit Report for the financial year 2023-24 does not
contain any qualification, reservation or adverse remark.

26. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported any instance of fraud
committed against the Company by its owners or employees under Section 143(12) of the Companies Act, 2013.

27. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder for Corporate Social
Responsibility (CSR) are not applicable to your Company.

28. SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)
and notified by Ministry of Corporate Affairs (MCA) have been duly followed by Company.

29. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, we hereby state:

i) . that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with
proper explanation and that there are no material departures;

ii) . that 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
March 31, 2024 and of the profit and loss of the Company for that period;

iii) 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, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv) that the directors have prepared the Annual Accounts on a going concern basis.

v) that 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) that 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.

30. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provision of Regulation 34(2) (e) read with Schedule V of SEBI (LODR) Regulations, 2015, a
Management Discussion & Analysis Report, for the financial year under review, is presented in a separate section
forming a part of the Annual Report. This report is annexed herewith as “Annexure - III”.

31. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN
AT WORK PLACE

Your Directors state that during the year under review, pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, there were no complaints or cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. REGISTRAR AND SHARE TRANSFER AGENT
Beetal Financial & Computer Services Private Limited

Beetal House-99, Madangir, New Delhi-110062
Tel. No.:011-29961281-84
E-mail: [e-mail]

33. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has formulated and adopted the revised ‘Code of Conduct to regulate,
monitor and report trading by designated persons in Listed or Proposed to be Listed Securities’ of the Company (‘the
Insider Trading Code’). The object of the Insider Trading Code is to set framework, rules and procedures, which all
concerned should follow, both in letter and spirit, while trading. The Company has also adopted the Code of Practice
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (‘the Code’) in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of
‘legitimate purposes’ as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage
of Unpublished Price Sensitive Information (‘UPSI’) and aims at preventing misuse of UPSI.

The policy and the procedures are periodically reviewed and trading window closure is intimated to all concerned and
to the Stock Exchanges in advance. A digital platform is being maintained by the Company, which contains the names
and other prescribed particulars of the persons covered under the Insider Trading Code.

34. DISCLOSURE OF AGREEMENT

There are no agreements which are required to be reported in accordance with clause 5A of paragraph A of Part A of
Schedule III of these regulations.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As the company is not falling under the Top-1000 listed entities, the provisions of regulation 34(2)(f) of the Listing
Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable.

36. CORPORATE GOVERNANCE

Pursuant to regulation 15(2) of Securities Exchange Board of India (Listing Obligations & Disclosure requirements)
Regulations, 2015 provisions of regulation 27 i.e. Corporate Governance and Para C, D & E of Schedule V of SEBI
(LODR) Regulations, 2015 are not applicable to the Company.

37. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence
of the Board, and separate its functions of governance and management. As on March 31, 2024, the Board consist of
7 members, one of whom is whole-time directors, three are Non - Executive Directors and three are independent
directors. The Board periodically evaluates the need for change in its composition and size.

38. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return for the financial year 2023 -24 is uploaded on the website of the Company and the same is available
on: www.annainfrastructures.com.

39. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINT VENTURE
ASSOCIATE COMPANIES

During the year under review, your Company does not have any Subsidiary Company or joint venture Company.

40. BOARD POLICIES/CODES

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (LODR), Regulations, 2015, the details
of the policies/codes approved and adopted by the Board are uploaded on Company’s website:
www.annainfrastructures.com.

41. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers)
Rules, 2014 and SEBI (LODR), Regulations, 2015, your Company has adopted familiarization programs for
Independent Directors and other directors to familiarize them with the Company, their role, rights, responsibilities,
nature of the industry in which the Company operates, business model, management structure, industry overview,
internal control system and processes, risk management framework etc.

Your Company aims to provide its Independent Directors, insight into the Company’s business model enabling them
to contribute effectively.

42. EVALUATION OF BOARD, COMMITTEES, DIRECTORS AND KMP

The board of directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the Pursuant to Sections 134(3)(p), 178(2) of the Companies Act, 2013 read with Part-VIII of
Schedule IV of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing
Regulations”). 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 and structure, effectiveness of board processes, information and
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 and the nomination and remuneration committee reviewed the performance of the individual directors on
the basis of the targets/criteria such as the contribution of the individual director to the board and committee meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board
as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent
directors, at which the performance of the board, its committees and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board, excluding the independent director
being evaluated. The Company has devised a policy for performance evaluation of Independent Directors, Board
Committees and other Individual directors which includes criteria for evaluation of the non-executive directors

43. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

The Company has put in place, an internal financial control system, within the meaning of the explanation to Section
134(5)(e) of the Companies Act, 2013 to ensure the orderly and efficient conduct of its business including adherence
to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors and proper
recording of financial & operational information, compliance of various internal control and other regulatory/statutory
compliances.

All Internal Audit findings and control systems are periodically reviewed by the Audit Committee, which provides
strategic guidance on internal control. For the financial year ended March 31, 2024, your directors are of the opinion
that the Company has adequate IFC commensurate with the nature and size of its business operations and it is operating
effectively and no material weakness exists.

44. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 AND SETTLEMENT OF LOAN, IF ANY

There were no applications made or any proceedings were pending against the Company under the Insolvency and
Bankruptcy Code, 2016 during the year under review.

Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions.

45. ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor’s information such as financial results, policies/codes, disclosures and project
updates are made available on the Company’s website (www.annainfrastructures.com) on a regular basis.

46. ACKNOWLEDGEMENT AND APPRECIATION

The Board acknowledges with gratitude the assistance, co-operation and encouragement extended to the Company by
Central Government, State Government, Financial Institutions, SEBI, Stock Exchanges, Custodian,
Regulatory/Statutory Authorities, Registrars & Share Transfer Agent and other related Department of Tourism. Your
directors thank the customers, client, vendors, dealers, Company’s bankers and other business associates for their
continuing support and unstinting efforts in the Company’s growth. The Board also wishes to place on record their
deep appreciation for the commitment displayed by all the executives, officers and staff, resulting in successful
performance during the year. The company has achieved impressive growth through the competence, hard work,
solidarity, cooperation and support of employees at all levels. Your Directors is also thankful to the stakeholders,
shareholder and depositors for their continued patronage.

By Order of the Board of Directors
For Anna Infrastructures Limited

Agra, August 27, 2024

(Ashok Mittal)

Chairman
DIN:00320504

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Mar 31, 2015

The Company's performance during the financial year ended March 31, 2015 as compared to the previous financial year is summarized as below:

(In Rs.)

Current Year ended Previous Year Ended 31/03/2015 31/03/2014

Revenue from Operations before tax, interest & 42,18,913.00 48,60,800.00

depreciation

Less: Depreciation 6,09,851.00 6,68,059.00

Less: Finance Charges 84,014.00 5,70,935.00

Profit Before Tax 35,25,048.00 36,21,806.00

Provision for Tax 13,55,230.00 11,19,137.00

Profit After Tax 21,69,818.00 25,02,669.00

Add: Balance brought forward from previous year 3,14,34,081.00 2,89,31,412.00

Profit available for appropriation 3,26,99,439.00 3,14,34,081.00

Balance to be carried forward to the balance sheet 3,26,99,439.00 3,14,34,081.00

NATURE OF BUSINESS

The Company is engaged in the activities of Land for Real Estate Development. On the real estate development front, the Company develops residential, commercial, retail and social infrastructure projects.

There was no change in the nature of the business of the Company during the year under review.

FINANCIAL PERFORMANCE

During the year under review, your Company's total revenue stood at Rs. 1,38,68,489 as at 31st March, 2015 as compared to Rs. 1,72,31,477 as at 31st March, 2014.

Your directors hoping the good business performance in the coming years.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during financial year ended 2014-15.

DIVIDEND

The Board of Directors has not recommended any dividend on the Share Capital of the Company for the period ended 31st March 2015 considering the current cash flow position of the Company.

DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. As on April 1, 2014, no amounts were outstanding which were classified as 'Deposits' under the applicable provisions of Companies Act, 1956 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY (DISCLOSURE OF ORDERS PASSED REGIONAL DIRECTOR, NOIDA)

During the year under review the Company's registered office has shifted in the State of Uttar Pradesh from the State of Delhi. The Shifting of Registered Office has been confirmed by Regional Director, Northern Region Bench, Noida on 25.03.2015 order no. SRN C40186165 (13)/2013/13432.

DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions of the Company with Related Parties are in the ordinary course of business and at arm's length. Information about the transactions with Related Parties is given in the Corporate Governance Report which forms a part of this Annual Report.

Form AOC - 2 pursuant to the provisions of Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is given as Annexure I to this Directors' Report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186

Particulars of loans, guarantees and investments as on 31st March, 2015 are given in the Notes to the financial statement.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARE

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

The Company has not issued any employee stock option scheme and employee stock purchase scheme and hence no information as provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014, has been furnished.

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees therefore, no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year the board of directors of the Company has appointed Ms. Kanchan Agarwal as Company Secretary and appointment of Ms. Kanchan Agarwal was formalized as the Key Managerial Personnel of the Company to comply with the provisions of Section 203 of the Companies Act, 2013.

During the year under review, Board of Directors appointed of Mrs. Kusum Singhal as Women Director (Category: Additional Independent Director) w.e.f. 30.03.2015.

In accordance with the Articles of Association of your Company and pursuant to provision of Companies Act, 2013, Mr. Ashok Kumar Mittal, Non Executive Director, Chairman retires from office by rotation, and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting of the Company. The brief resume of Mr. Ashok Kumar Mittal, as required interalia in terms of Clause 49 of the Listing Agreement with the stock exchanges, are provided elsewhere in this Annual Report.

Mr. Ramesh Chand Agarwal, Non Executive, Independent Director has relinquished the post of Non Executive, Independent Director from the Board and continues as an Non Executive Director of the Company.

The Board of Directors has appointed Mr. Rhythm Garg as an additional independent director w.e.f 10.04.2015.

Section 149 and other applicable provisions of the Companies Act, 2013, require the Company to have at least one-third of the total number of Directors as Independent Directors. In the opinion of the Board, Mrs. Kusum Singhal and Mr. Rhythm Garg are Independent Directors in terms of the Listing Agreement, meet the criteria of independence in terms of section 149 (6) of the Act, are being considered for appointment as Independent Directors of the Company under sections 149,150 and 152 read with Schedule IV of the Act. The Company has received declarations from all these Directors of the Company confirming that they meet with the criteria of independence as prescribed both under section 149 (6) and Schedule IV of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchanges. Accordingly resolutions will be placed at the ensuing Annual General Meeting (AGM) for their appointment as Independent Directors for a period of five consecutive years from the date of ensuing AGM and not liable to retire by rotation.

Mr. Anil Kumar Agarwal, Whole Time Director has been re-appointed by the Board of Directors as Whole Time w.e.f 30.05.2015 for a period of five year and his appointment was formalized as the Key Managerial Personnel of the Company to comply with the provisions of Section 203 of the Companies Act, 2013.

DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

DISCLOSURE UNDER SECTION 134 (3)(B)

Number of Board Meetings

The Board of Directors met 13 times during the financial year ended March 31, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Number of Committees Meeting

The Audit Committee met 5 times during the financial year ended March 31, 2015. The Stakeholders Relationship Committee met 4 times during the financial ended March 31, 2015. The nomination and remuneration committee met 1 time during the financial year ended March 31, 2015. Members of the Committees discussed the matter placed and contributed valuable inputs on the matters brought before.

Additionally, during the financial year ended March 31, 2015 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement. (Non Compliance)

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2015, the Board of Directors hereby confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The Directors had selected such accounting policies have been selected and applied consistently and the Directors 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 on March 31, 2015 and of the profits of the Company for the year ended on that date;

3. The Directors had taken proper and sufficient care was taken 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;

4. The Directors has prepared annual accounts of the Company have been prepared on a going concern basis;

5. The Directors had laid down internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6. The Directors had devised proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee and formulated the criteria for determining the qualification, positive attributes and independence of a Director (the Criteria). The Nomination and Remuneration Committee has recommended to the Board a policy relating to the remuneration for Directors, Key Managerial Personnel and other employees, as required under Section 178 (1) of the Companies Act, 2013.

Kindly refer section on Corporate Governance, under the head, 'Nomination and Remuneration, Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

The Criteria, inter alia, includes: a person to be appointed on the Board of the Company should possess in addition to the fundamental attributes of character and integrity, appropriate qualifications, skills, experience and knowledge in one or more fields of engineering, banking, management, finance, marketing and legal, a proven track record, etc.

AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, 'Audit Committee' for matters relating to constitution, meetings and functions of the Committee.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per the provisions of Section 135 of the Companies Act, 2013, constitution of Corporate Social Responsibility (CSR) Committee and matters relating to it is not applicable to Company. Hence there is no information regarding it.

OTHER BOARD COMMITTEES

For details of other board committees viz. Stakeholders Relationship Committee, Nomination and Remuneration Committee, kindly refer to the section on Corporate Governance.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the website of the Company at www.annainfra.com.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk reward thereof. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls related to financial statement. During the year, such controls were tested and no reportable material weaknesses were observed by Internal Auditors of the Company for inefficiency or inadequacy of such controls. Some of the controls are outlined below:

The Company has adopted accounting policies, which are in line with the Accounting Standards and other applicable provisions of the Companies Act, 2013;

Changes in polices, if any, are approved by the Audit Committee in consultation with the Auditors;

In preparing the financial statement, judgment and estimates have been made based on sound policies. The basis of such judgments and estimates are approved by the Auditors and the Audit Committee;

PARTICULARS OF EMPLOYEES AND REMUNERATION

Your Directors appreciate the significant contribution made by the employees to the operations of your Company during the period.

The information required on particulars of employees as per Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in a separate Annexure II to this Directors' Report.

As per the provisions contained in the proviso to Section 136(1) of the Companies Act, 2013, the aforesaid particulars are not being sent as a part of this Annual Report. Any Member interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure III which forms part of this Report.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, Foreign exchange earnings and outgo and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

CORPORATE GOVERNANCE

The report on Corporate Governance and the certificate from the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and form a part of the Annual Report.

MANAGEMENT AND DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2015 The auditor's report does not contain any qualification, reservation or adverse remark or Disclaimer.

STATUTORY AUDITORS APPOINTMENT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Mehra Sanjay & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of the Twenty Fourth (24th) Annual General Meeting.

However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2015

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s Satyendra Sharma & Associates, Company Secretaries in Form MR-3 for the FY2014-15 is attached as Annexure IV which forms part of this Report. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/encouragement to the Company.

Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

By Order of the Board of Directors

For Anna Infrastructures Limited

Agra, August 13, 2015

(Ashok Kumar Mittal)

Chairman

DIN: 00320504

Registered Office:

Shop. No. 1 & 3, E-14/6, First Floor,

Shanta Tower, Sanjay Place,

Agra-282002

CIN: L65910UP1993PLC070612

Telephone: [phone]

Email ID : [e-mail]

Website :www.annainfra.com

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Mar 31, 2014

Dear Members,

The Company''s Directors are pleased to present the 22nd Annual Report of the Company, along with Audited Accounts, for the financial year ended 31st March, 2014.

FINANCIAL RESULT

The performance of the Company for the financial year ended 31st March, 2014 is summarized below:

(Rs)

Particulars For the Year For the Year Ended Ended 31st March, 2014 31st March, 2013 Profit before Tax, Interest & Depreciation 48,60,800 51,54,715

Less: Depreciation 6,68,059 5,56,363

Less: Finance Charges 5,70,935 10,08,848

Profit Before Tax 36,21,806 35,89,504

Provision for Tax 11,19,137 11,11,390

Profit After Tax 25,02,669 24,78,114

Add: Balance brought forward from previous year 2,89,31,412 2,64,53,298

3,14,34,081 2,89,31,412

Profit available for appropriation Appropriations: 3,14,34,081 2,89,31,412

Balance to be carried forward to the balance sheet 3,14,34,081 2,89,31,412

DIVIDEND

To keep the resources of the Company, your Directors do not recommend any dividend on equity shares for the financial year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and as per the Article of Association Mr. Rakesh Kumar Mittal (DIN No. 00320523), Director of the Company retires by rotation at this Annual General Meeting and being eligible, offer himself for re-appointment.

PUBLIC DEPOSITS

Fixed Deposit outstanding as on 31st March, 2014 stood at Rs. NIL (Previous Year: Rs. NIL). There are Deposits amounting to Rs. NIL, which remained unclaimed and unpaid as on 31.03.2014 (Previous Year :Rs. NIL).

AUDITORS & AUDITORS'' REPORT

M/s Mehra Sanjay & Co., Chartered Accountants, Statutory Auditor of the Company retires at ensuing Annual General Meeting are eligible for re-appointment and had given their consent for re-appointment.

The Company has obtained a written confirmation from the Statutory Auditors proposed to be reappointed to the effect that their re-appointment if made, would be within the limits prescribed.

The observations of Auditor in their report read with notes to the accounts are self explanatory and do not call for any further explanation.

PARTICULARS OF EMPLOYEES

There are no employees who was in receipt of remuneration of Rs.5,00,000/- or more per month or Rs. 60,00,000/- or more per annum in terms of Section 217(2A) of Companies Act, 1956 read with the Companies (particulars of Employees) rules, 1975 as amended from time to time.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 and based on the information provided by Management, your Directors state that:

* In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

* 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 profits of the Company for that period;

* Proper and Sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* The annual accounts of the Company have been prepared on a going concern basis.

CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of Listing Agreement entered with Stock Exchanges (BSE) on listing of equity shares of the Company, Management Discussion and Analysis, Report on Corporate Governance and Auditors'' Certificate, are included in this Annual Report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

As required under Section 217(1)(e) of the Companies Act, 1956 Company does not fall under any industries covered by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988. Hence the requirements of disclosure in relation to the Conservation of Energy, Technology Absorption are not applicable to it.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign Exchange earnings and outgo for the financial year is as follow:

a) Total foreign exchange earning: NIL

b) Total foreign exchange outgo : NIL

ACKNOWLEDGMENT

On behalf of the Directors of the Company, we would like to place on record our sincere appreciation to our Shareholders, Customers, Business Partners, Bankers, Financial Institutions and Government Authorities.

We also appreciate and value the contributions made by all our employees in Company''s growth.

Reg. Off : By Order of the Board of Directors C-3, Amar Colony Market, Ground For Anna Infrastructures Limited Floor, Entry Back Side, Lajpat Nagar-IV, New Delhi-110024 Sd/- CIN : L65910DL1993PLC052061 (Ashok Mittal) Chairman Place : Delhi Date : 31st May, 2014

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Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting the Twentieth Annual Report on the business operation of your company and the Audited Financial Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results of the company are given below:-

As At As At 31.03.2013 31.03.2012 (Rs.) (Rs.)

Profit before Tax, Interest & Depreciation 51,54,715 61,61,083

Less: Depreciation 5,56,363 6,04,553

Less: Finance Charges 10,08,848 13,12,949

Profit before Tax 35,89,504 42,43,581

Provision for Tax 11,11,390 13,15,716

Profit after Tax 24,78,114 29,27,865

Add : Balance B/f from last year 2,64,53,298 2,35,25,433

Profit available for appropriation 2,89,31,412 2,64,53,298

Appropriations:

Balance carried to Balance Sheet 2,89,31,412 2,64,53,298

DIVIDEND

In order to strengthen the Reserves of the Company the Directors do not recommend any dividend.

DEPOSITS

Fixed Deposit outstanding as on 31st March,2013 stood at Rs. NIL (Previous Year: Rs. NIL). There are Deposits amounting to Rs. NIL, which remained unclaimed and unpaid as on 31.03.2013 (Previous Year :Rs. NIL). The Company has complied with all the requirements of Reserve Bank of India Directions.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and Articles of Association of the company Sri Ashok Mittal & Shri Anil Kumar Agarwal, Directors of the Company retire by rotation and being eligible offer themselves for reappointment. The necessary resolutions for their reappointment are placed before you for approval.

AUDITORS & THEIR REPORT

M/s Mehra Sanjay & Co, Chartered Accountants retire as Auditors of the Company at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Directors and the Audit Committee recommends their re-appointment. Auditors'' Report is self explanatory and requires no comments by the Directors.

AUDIT COMMITTEE

The Audit Committee constituted by the Board in compliance with section 292a of the Companies Act, 1956 and under the listing agreement, comprised of Sri Madan Mohan Agarwal, Dr. Shambhu Dayal Agarwal and Sri Ramesh Chand Agarwal all of whom are non-executive Directors. Sri Madan Mohan Agarwal, who is the chairman of the Audit Committee, is a Practicing Chartered Accountant with more than 30 years experience in Finance and Accounts matters. The Finance Executives and Statutory Auditors of the Company are permanent invitees to the Audit Committee Meetings.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion & Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

PARTICULARS OF THE EMPLOYEES

Provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 are not applicable as there was no employee in receipt of or entitled to receive emoluments exceeding the limits prescribed under said section.

THE COMPANIES (DISCLOSURE OF PARTICULRS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988.

In.terms of the requirement of clause (e) of sub section (1) of section 217 of the Companies Act, 1956 read with the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 the particulars are given as follows:

The Company is engaged in the business of Real Estate and Financing, hence provisions relating to Energy conservation and Technology absorption are not applicable. There is no foreign exchange earnings/outgo during the year.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

As required u/s 217 (2AA) of the companies Act, 1956, we hereby confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

(ii) that 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 31st March 2013 and the Profit &''Loss for the year ended 31st March 2013;

(iii) 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors wish to place on record our valued clients, Bankers, Shareholders for continues their support. The Directors also wish to express their sincere appreciation to all the staff members for their contribution to the performance of the company.

By order of the Board

Sd/-

Place : New Delhi ASHOK MITTAL

Date : 28-06-2013 chairman

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Mar 31, 2012

The Directors have pleasure in presenting the Twentieth Annual Report on the business operation of your company and the Audited Financial Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results of the company are given below:-

As At As At 31.03.2012 31.03.2011 (Rs.) (Rs.)

Profit before Tax, Interest & Depreciation 61,61,083 42,22,261

Less: Depreciation 6,04,553 6,14,260

Less: Finance Charges 13,12,949 12,00,793

Profit before Tax 42,43,581 24,07,208

Provision for Tax 13,15,716 7,53,545

Profit after Tax 29,27,865 16,53,663

Add : Balance B/f from last year 2,35,25,433 2,18,71,770

Profit available for appropriation 2,64,53,2 2,35,25,433

Appropriations:

Balance carried to Balance Sheet 2,64,53,298 2,35,25,433

2,64,53,298 2,35,25,433

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(a) Industry Structure & Developments

During the FY 2011-2012 the company has focused on Real Estate Business.

(b) Opportunities & Challenges

There are excellent opportunities for growth in Real Estate Business in the country. Your Company is well positioned to take advantage of emerging growth opportunities in the Indian economy.

(c) Outlook

Anna Infrastructures Ltd. is likely to maintain its focus on Real Estate Business activity.

(d) Adequacy of Internal Control

The Company has adequate internal control and systems commensurate with the size and nature of the business. The Company adheres to all internal control policies and procedures as well as complies with regulatory guidelines. The Audit Committee of the Board of Directors reviews the efficacy of internal controls.

(e) Human Resource Development ,

Your Company continued to have cordial and harmonious relations with all its employees.

DIVIDEND

In order to strengthen the Reserves of the Company the Directors do not recommend any dividend. DEPOSITS

Fixed Deposit outstanding as on 31st March,2012 stood at Rs. NIL (Previous Year: Rs. NIL). There are Deposits amounting to Rs. NIL, which remained unclaimed and unpaid as on 31.03.2012 (Previous Year :Rs. NIL). The Company has complied with all the requirements of Reserve Bank of India Directions.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and Articles of Association of the company Sri Rakesh Mittal, Dr. Shambhu Dayal Agarwal and Shri Madan Mohan Agarwal, Directors of the Company retire by rotation and being eligible offer themselves for reappointment. The necessary resolutions for their reappointment are placed before you for approval.

AUDITORS & THEIR REPORT

M/s Mehra Sanjay & Co, Chartered Accountants retire as Auditors of the Company at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Directors and the Audit Committee recommends their re-appointment. Auditors' Report is self explanatory and requires no comments by the Directors.

AUDIT COMMITTEE

The Audit Committee constituted by the Board in compliance with section 292a of the Companies Act, 1956 and under the listing agreement, comprised of Sri Madan Mohan Agarwal, Dr. Shambhu Dayal Agarwal and Sri Shalabh Singh all of whom are non-executive Directors. Sri Madan Mohan Agarwal, who is the chairman of the Audit Committee, is a Practicing Chartered Accountant with more than 28 years experience in Finance and Accounts matters. The Finance Executives and Statutory Auditors of the Company are permanent invitees to the Audit Committee Meetings.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion & Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

PARTICULARS OF THE EMPLOYEES

Provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 are not applicable as there was no employee in receipt of or entitled to receive emoluments exceeding the limits prescribed under said section.

THE COMPANIES (DISCLOSURE OF PARTICULRS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988.

In terms of the requirement of clause (e) of sub section (1) of section 217 of the Companies Act, 1956 read with the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 the particulars are given as follows:

The Company is engaged in the business of Real Estate and Financing, hence provisions relating to Energy conservation and Technology absorption are not applicable. There is no foreign exchange earnings/outgo during the yoar. -

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

As required u/s 217 (2AA) of the companies Act, 1956, we hereby confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

(ii) that 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 31st March 2012 and the Profit & Loss for the year ended 31st March 2012;

(iii) 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors wish to place on record our valued clients, Bankers, Shareholders for continues their support. The Directors also wish to express their sincere appreciation to all the staff members for their contribution to the performance of the company.

By order of the Board

Place : New Delhi ASHOK MITTAL

Date : 29-06-2012 chairman

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Mar 31, 2010

The Directors have pleasure in presenting the Eighteen Annual Report on the business operation of your company and the Audited Financial Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS



The financial results of the company are given below:-

As At As At 31.03.2010 31.03.2009 (Rs.) (Rs.)

Profit before Tax, Interest & Depreciation 41,67,834 37,68,491

Less: Depreciation 6,08,528 6,08,162

Less: Finance Charges 10,21,959 8,60,524

Profit before Tax 25,37,347 22,99,805

Provision for Tax 7,60,974 7,83,150

Profit after Tax 17,76,373 15,16,655

Add : Balance B/f from last year 2,00,95,397 1,85,78,742

Less: Adjustment relating to previous year NIL NIL

Profit available for appropriation 2,18,71,770 2,00,95,397 Appropriations:

Balance carried to Balance Sheet 2,18,71,770 2,00,95,397

2,18,71,770 2,00,95,397



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(a) Industry Structure & Developments

During the FY 2009-2010 the company has focused on Real Estate Business.

(b) Opportunities & Challenges

There are excellent opportunities for growth in Real Estate Business in the country. Your Company is well positioned to take advantage of emerging growth opportunities in the Indian economy.

(c) Outlook

Anna Infrastructures Ltd. is likely to maintain its focus on Real Estate Business activity.

(d) Adequacy of Internal Control

The Company has adequate internal control and systems commensurate with the size and nature of the business. The Company adheres to all internal control policies and procedures as well as complies with regulatory guidelines. The Audit Committee of the Board of Directors reviews the efficacy of internal controls.

(e) Human Resource Development

Your Company continued to have cordial and harmonious relations with all its employees.

DIVIDEND

In order to strengthen the Reserves of the Company the Directors do not recommend any dividend.

DEPOSITS

Fixed Deposit outstanding as on 31s1 March,2010 stood at Rs. NIL (Previous Year: Rs. NIL). There are Deposits amounting to Rs. NIL, which remained unclaimed and unpaid as on 31.03.2010 (Previous Year :Rs. NIL). The Company has complied with all the requirements of Reserve Bank of India Directions.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and Articles of Association of the company Sri Ashok Mittal and Sri Shalabh Singh, Directors of the Company retire by rotation and being eligible offer themselves for reappointment. The necessary resolutions for their reappointment are placed before you for approval.

AUDITORS & THEIR REPORT

M/s Mehra Sanjay & Co, Chartered Accountants retire as Auditors of the Company at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Directors and the Audit Committee recommends their re-appointment. Auditors Report is self explanatory and requires no comments by the Directors.

AUDIT COMMITTEE

The Audit Committee constituted by the Board in compliance with section 292a of the Companies Act, 1956 and under the listing agreement, comprised of Sri Madan Mohan Agarwal, Dr. Shambhu Dayal Agarwal and Sri Shalabh Singh all of whom are non-executive Directors. Sri Madan Mohan Agarwal, who is the chairman of the Audit Committee, is a Practicing Chartered Accountant with more than 20 years experience in Finance and Accounts matters. The Finance Executives and Statutory Auditors of the Company are permanent invitees to the Audit Committee Meetings.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion & Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

PARTICULARS OF THE EMPLOYEES

Provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 are not applicable as there was no employee in receipt of or entitled to receive emoluments exceeding the limits prescribed under said section.

THE COMPANIES (DISCLOSURE OF PARTICULRS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988.

In terms of the requirement of clause (e) of sub section (1) of section 217 of the Companies Act, 1956 read with the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 the particulars are given as follows:

The Company is engaged in the business of Real Estate and Financing, hence provisions relating to Energy conservation and Technology absorption are not applicable. There is no foreign exchange earnings/outgo during the year.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

As required u/s 217 (2AA) of the companies Act, 1956, we hereby confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

(ii) that 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 31st March 2010 and the Profit & Loss for the year ended 31sl March 2010;

(iii) 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors wish to place on record our valued clients, Bankers, Shareholders for continues their support. The Directors also wish to express their sincere appreciation to all the staff members for their contribution to the performance of the company.

By order of the Board

Place : New Delhi ASHOK MITTAL

Date : 29-06-2010 chairman