Directors Report of Nila Infrastructures Ltd.

Mar 31, 2025

The Directors of your Company are pleased to present the 35^th Annual Report to the Members with the Audited Financial Statements for the Financial Year ended on 31 March 2025.

STATE OF AFFAIRS AND REVIEW OF OPERATIONS:

Your Company''s primary area of operation includes construction and development of infrastructure projects mainly into affordable housing. The majority of the projects of your Company are of slum rehabilitation and redevelopment of housing projects being executed mainly in the state of Gujarat.

FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year 2024-25 is as under:

(? in Lakhs, except per equity share data)
Particulars	Standalone for the year ended		Consolidated for the year ended
	31 March 2025	31 March 2024	31 March 2025	31 March 2024
Revenue from Operations	24688.10	18510.71	24688.10	18465.14
Add: Other Income	1571.50	1410.87	1515.51	1354.74
Total Income	26259.60	19921.58	26203.61	19819.88
Less: Revenue Expenditure	22741.92	17421.78	22474.17	17335.99
Less: Depreciation and Amortization	141.47	134.63	141.47	134.63
Less: Finance cost	387.07	780.90	380.03	773.14
Profit Before Share in profit of joint ventures and associate and Tax	2989.14	1584.27	3207.94	1576.12
Less: Current Tax	842.59	404.93	842.59	404.93
Less: Reversal of excess provision for tax of earlier Years	0	0	0	0
Less: Deferred Tax Charges/Credit (net)	-7.10	42.11	(19.42)	29.14
Profit for the year	2153.65	1137.23	2384.77	1142.05
Share of Profit/(Loss) of associate	0	0	(334.92)	(16.56)
Net Profit	2153.65	1137.23	2049.85	1125.49
Add: Balance Brought Forward from previous Financial Year	11455.73	10332.09	9877.86	8765.96
Add: Changes on account of Scheme of arrangement	0	0	0	0
Add: Changes on account of discontinuation of Employee''s Stock Option Plan	0	0	0	0
Profit available for appropriation	13609.38	11469.32	11927.71	9891.45
Less: Paid/Proposed Dividend	0	0	0	0
Less: Dividend Distribution Tax	0	0	0	0
Add: Re-measurement gains/(Losses) on defined employee benefit plan (Net of tax)	-3.50	-13.59	(3.50)	(13.59)
Surplus carried to Balance Sheet	13605.88	11455.73	11924.21	9877.86
Add: Security Premium	33.71	33.71	33.71	33.71
Add: General Reserve	524.77	524.77	524.77	524.77
Reserves	14164.36	12014.21	12482.69	10436.34
Share Capital	3938.89	3938.89	3938.89	3938.89

Earnings per share (EPS) before exceptional item
Basic	0.55	0.29	0.52	0.29
Diluted	0.55	0.29	0.52	0.29
EPS after exceptional item
Basic	0.55	0.29	0.52	0.29
Diluted	0.55	0.29	0.52	0.29

The detailed financial analysis and information of projects and activities are more specifically given in the Management Discussion and Analysis Report annexed to this Board Report.

CHANGE IN NATURE OF BUSSINESS:

During the financial year under review, there has been no change in the nature of Business of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

Your Company is undertaking various projects through subsidiaries, associates and joint ventures. As per Section 129 (3) of the Companies Act, 2013, your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements are available at the Company’s website at www.nilainfra.com. The audited financial statements of each of the subsidiary, associate and joint venture are available for inspection at the Company’s registered office at Ahmedabad and also at registered offices of the respective companies. Copies of the annual accounts of the subsidiary, associate and joint venture will also be made available to the investors of Nila Infrastructures Limited upon request. In terms of proviso to Section 129(3) and Rule 8(1) of the Companies (Accounts) Rules, 2014, statement containing the salient features; of the subsidiaries, associates and joint ventures in the prescribed Form AOC 1 is annexed to this report as “Annexure B”. The Company has framed a policy for determining material subsidiaries, which has been uploaded at the website of the Company at www.nilainfra.com.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES OR JOINT VENTURES DURING THE YEAR:

During the year under review there is no change in status of Subsidiaries, Associates or Joint Ventures of your Company.

AMOUNT TO BE TRANSFERRED TO GENERAL RESERVES:

The Company has not transferred any amount to the General Reserve during the year under review.

DIVIDEND:

Foreseeing the requirement of financial resources for the project execution, future growth, and in order to create strong economic base and long-term value for the investors; your directors have decided not to recommend any dividend for the financial year ended on 31 March 2025.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the provisions of the Companies Act, 2013.

INSURANCE:

All the existing properties of the Company are adequately insured.

DIRECTORATE:

• Pursuant to Section 152 of the Companies Act, 2013, Mr. Dilip D. PateL (DIN: 01523277) a Non-Executive Director retires by rotation at the ensuing 35^th Annual General Meeting of the Company and being eligible offers himself for reappointment.

• During the year, Mr. ShyamaL S. Joshi (DIN: 00005766) and Ms. Foram B. Mehta (DIN: 0714346) ceased to be Directors of the Company upon completion of second and final term of Independent Directorship.

• The appointment of Mr. Omprakash Bhandari (DIN: 00056458) as an Independent Director was approved at the 34th Annual General Meeting held during the year.

• During the year under review, Ms. Dharini Shah (DIN:08376690) has been appointed as an Independent Director of the Company for a term comprising of 5(five) years.

• Except as mentioned herein above there is no change in the Board of Directors and key ManageriaL PersonneL of the Company.

• As per the provisions of Section 203 of the Companies Act, 2013, Mr. Manoj B. Vadodaria - Chairman & Managing Director, Mr. Darshan M. Shah - Chief Financial Officer and Mr. Dipen Y. Parikh - Company Secretary were the Key Managerial Personnel of the Company during the year under review.

• ALL the Directors have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

• Necessary resolution for the reappointment of the aforesaid retiring Director has been included in the Notice convening the ensuing Annual General Meeting and details of the proposal, rational, justification and performance evaluation report, in terms of applicable Secretarial Standard on General Meeting (SS-2), for the re-appointment of Directors are mentioned in the explanatory statement of the Notice.

Statement regarding opinion of the Board with regard to appointment of Independent Director during the year.

In the opinion of the Board; the Independent Directors appointed during the year possesses highest level of integrity, rich experience, and requisite expertise in relevant area. ALL other Independent Directors have cleared the test in due course of time. With regard to proficiency, Ms. Dharini Shah (DIN:08376690) shaLL compLete the requirement of onLine proficiency seLf-assessment test in due course.

Declaration given by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and ReguLation 25 read with 16(1) (b) of the SEBI (Listing ObLigations and DiscLosure Requirements) Regulations, 2015 and that there has been no change in the circumstances which may affect their status as an Independent Director and the same has been noted by the Board. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI CircuLar date 10 May 2018; an annuaL performance evaLuation of the members of the Board of its own individuaLLy and working of various committees of the Board was carried out. Further in a separate meeting of the Independent Directors held on 03 February 2025 without presence of other Directors and management, the Independent Directors had, based on various criteria, evaluated performance of the Chairman and also performance of the other members of the Board. The manner in which the performance evaluation was carried out has been explained in the Corporate Governance Report annexed with this report.

Board and Committee Meetings:

During the year under review 4 (four) Board Meetings, 4 (four) Audit Committee Meetings, 1 (one) Corporate Social Responsibility Committee, 1 (one) Stakeholder Relationship Committee and 2 (two) Nomination & Remuneration Committee meetings were held. The details of the meetings are given in the Corporate Governance Report as a part to the Boards’ Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, with respect to Director’s Responsibility Statement, it is hereby confirmed that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

e) Proper internal financial controls are in place and that the financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any auditor to the audit committee or the Board.

ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:

During the year under review no changes have been made in the clauses of Memorandum and Articles of Association of your Company.

SHARE CAPITAL:

There is no change in share capital of the Company. Presently the paid-up capital of the Company is ? 39,38,89,200 comprising of 393889200 equity shares of ? 1/- each.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

The Company has taken various initiatives to reduce the quantum of unclaimed dividend and has been periodically intimating the concerned shareholders, requesting them to encash their dividend before it becomes due for transfer to the Investor Education and Protection Fund (IEPF). Unclaimed dividend amounting to ? 10,27,833/- for FY 2016-17 was transferred to the IEPF on 28 November 2024, in terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the Company has transferred the corresponding shares to IEPF, where the dividends for the last seven consecutive years have not been claimed by the concerned shareholder.

Further, the unclaimed dividend in respect of FY 2017-18 must be claimed by shareholders on or before 05 November 2025, failing which the Company will be transferring the unclaimed dividend and the corresponding shares to the IEPF within a period of 30 days from the said date. The concerned shareholders, however, may claim the dividend and shares from IEPF after complying with the prescribed procedure.

In terms of the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, your Company has made the relevant disclosures to the Ministry of Corporate Affairs (MCA) regarding unclaimed dividends and unclaimed shares. Your Company has also uploaded the prescribed information on www.iepf.gov.in and www.nilainfra.com.

Details of Unclaimed Dividend as on 31 March 2025 and due dates for transfer are as follows:

SN	Financial Year	@Unclaimed Amount 5	Due Date for transfer to IEPF Account
1	2017-18	8,31,380.88	05 November 2025

@ The Corresponding shares for which dividend has not been claimed for last seven consecutive years shall be identified at the due dates and be transferred to the IEPF authority. The list of such shareholders, upon identification, shall also be displayed at the website of the Company at www.nilainfra.com.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has implemented the procedure and adopted practices in conformity with the code of Corporate Governance as enumerated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The management discussion & analysis and corporate governance report are made part of this report. A certificate from the Practicing Company Secretary regarding compliance of the conditions of corporate governance is attached hereto and forms part of the Directors’ report.

STATUTORY AUDITORS AND AUDITORS’ REPORT:

M/s M B D & Co LLP (FRN: 135129W/W100152) - Chartered Accountants had been appointed as the statutory auditors of your Company for a term comprising of 5(five) years at the 30th Annual General Meeting of the Company. The term of the statutory auditors is completing at the ensuing 35^th Annual General Meeting and necessary resolution to appoint M/s M B D & Co LLP (FRN: 135129W/W100152) as the statutory auditors for another term of 5(five) years, to conduct statutory audit from the FY2025-26 to FY2029-30, is given in the notice convening the ensuing 35^th Annual General Meeting.

The report of the statutory auditors is given in this annual report. There is no qualification, reservation or any adverse remark or disclaimer in the audit report of M/s M B D & Co LLP.

COST AUDIT:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained. M/s Dalwadi & Associates, Cost Accountants, Ahmedabad (FRN: 000338) has conducted the audit of the cost record of the Company for the Financial Year 2024-25. The Cost Audit Report for FY2024 does not contain any qualification. The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s Dalwadi & Associates, Cost Accountants, Ahmedabad (FRN: 000338) as Cost Auditor to audit the cost records of the Company for the financial year 2025-26. As required under the Act, a resolution seeking member’s approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the 35^th Annual General Meeting for their ratification.

COMPANY SECRETARIAL AUDITORS AND SECRETARIAL AUDITOR’S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors have appointed M/s Umesh Ved & Associates, Company Secretaries, Ahmedabad (Peer Review Registration No: 766/2020) as the secretarial auditor of the Company to conduct secretarial audit for the year 2024-25. The report of the Secretarial Auditors is annexed herewith as “Annexure D”.

The report of the secretarial auditors is self-explanatory and confirming compliance by the Company of all the provisions of applicable corporate laws. The delay in filing few forms during the year was due to technical problems being faced with online portal of MCA21. The forms are duly filed by paying additional fees as applicable.

Pursuant to the SEBI circular dated 8 February 2019, the company has obtained an Annual Secretarial Compliance Report from M/s. Umesh Ved & Associates, Practicing Company Secretaries.

Pursuant to the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 (Third Amendment); the Board of Directors have approved and recommended for approval of members, appointment of M/s Umesh Ved & Associates, Company Secretaries (Peer Reviewed Firm - Firm Registration Number 766/2020) as Secretarial Auditors for a term of 5 (five) consecutive years commencing from FY2025-26 to FY2029-30. Necessary details of M/s Umesh Ved & Associates, Company Secretaries is given in the resolution and respective explanatory statement given in the Notice of the ensuing 35^th Annual General Meeting.

AUDIT COMMITTEE:

The Audit Committee constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reviewed the financial results and financial statements, audit process, internal control system, scope of internal audit and compliance of related regulations as prescribed. The Composition and terms of reference of the audit committee is more specifically given in the Corporate Governance Report as a part of the Boards’ Report.

VIGIL MECHANISAM (WHISTLE BLOWER POLICY):

The company has established Vigil Mechanism (Whistle Blower Policy) in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct. The detail of the Whistle Blower Mechanism is explained in the Corporate Governance Report and the policy adopted is available on the Company’s website at www.nilainfra. com under investor segment. During the year the Company has not received any complaint under the mechanism.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an anti-sexual harassment policy and internal complaint committee in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Instance(s) reported under the policy during the year, have been redressed and necessary action as per the policy was taken.

MONITORING AND PREVENTION OF INSIDER TRADING:

In terms of the Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; the Company has adopted revised Code of Conduct prohibiting, regulating and monitoring the dealings in the securities of the Company by Insiders and Designated Persons while in possession of unpublished price sensitive information in relation to the securities of the Company. The code of conduct is available at the Company’s website at www.nilainfra.com under investor segment. The Company has also in terms of Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015; put in place institutional mechanism for prevention of insider trading. The audit committee on yearly basis review the compliances made under the regulation as well as the effectiveness of the internal control system to monitor and prevent insider trading. The Company has in place effective system of structured digital database to record sharing of unpublished price sensitive information in terms of SEBI (PIT) Regulations, 2015.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

There is no foreign exchange earnings and outgo during the year under review. Conservation of energy has always been of immense importance to your Company and all the equipment consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

As regards investments by the Company, the details of the same are provided under Note No. 07 forming part of the financial statements of the Company for the financial year 2024-25. Details of Loans given to other persons covered under Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements.

RELATED PARTY TRANSACTIONS:

In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arm’s length basis. There is no material significant related party transaction made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative as defined under Section 188 of the Companies Act 2013. All Related Party Transactions are placed before the audit committee / Board, as applicable, for their approval. Omnibus approvals are taken for the transactions which are of repetitive in nature. The Related Party Transactions that were entered into by the Company were to facilitate smooth functioning of the ordinary course of business and are in the interest of the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is given in “Annexure E”. The policy on related party transactions as approved by the Board is available on the website of the company at www.nilainfra.com under investor segment.

Disclosures of transactions with related parties in terms of Schedule V read with Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended is given in Note No 32 of the Notes to the Financial Statements.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Board of Directors has in terms of the requirements of Section 134(5) (e) of the Companies Act, 2013 laid down the internal financial controls. The Company has in place a well-defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of properties, resources and assets, and the accurate reporting of financial transactions in the financial statements. The company continuously upgrades these systems. The internal control system is supplemented by extensive internal audits, conducted by independent firm of chartered accountants.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of the provisions of Section 135 of the Companies Act, 2013; your Company has constituted CSR Committee and has in place CSR Policy. The CSR Committee of the Company comprises of Mr. Omprakash Bhandari (DIN: 00056458) as the Chairman and, Mr. Manoj Vadodaria (DIN: 00092053), and Mr. Deep Vadodaria (DIN: 01284293) as the other two members. During the year, Mr. Shyamal S. Joshi ceased to be the Chairman and Member of the Committee consequent upon his tenure completion. Mr. Omprakash Bhandari has been appointed as the Chairman of the CSR Committee during the year. Your Company acknowledges importance of society and has been undertaking several projects of CSR involving promotion of cleanliness, sanitation, preventive healthcare, education, medical and food support to poor. The Annual Report on CSR activities for the Financial Year 2024-25 is annexed herewith as “Annexure A”. The policy on CSR is available at the website of the company at www.nilainfra.com under the investor segment.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted Nomination and Remuneration Committee and adopted policy on appointment and remuneration of Directors and Key Managerial Personnel. The composition, terms of reference of the Committee are given in the Corporate Governance Report as a part to the Boards’ Report. The gist of the policy is given in the Corporate Governance Report annexed to the Board Report. The said policy is also available at the website of the company at www.nilainfra.com under the investor segment.

MATERIAL CHANGES:

No material change has taken place after 31 March 2025 and till the date of this report.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the Limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF EMPLOYEES:

The information as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the annual report and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the registered office of the company during business hours on any working day of the Company up to the date of ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard. Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the “Annexure C” to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

COMPLIANCE WITH ACCOUNTING STANDARDS IND AS:

In the preparation of the financial statements, the Company has followed the accounting policies and practices as prescribed in the Accounting Standards IND AS.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS:

There is no significant and material order passed by any regulator or court or tribunal during the year under review.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at www.nilainfra.com under investor segment.

Risk Management Policy of the Company involves identification of various risks and Mitigation thereof. Your company recognizes that risks are integral part of business activities and is committed to managing the risks in a proactive and efficient manner. Your Company has robust risk management process involving periodic assessment of various risks and mitigating remedies, which are more specifically discussed in MDA report as a part of the Board Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Your Company does not fall within the Top1000 Companies by market capitalization at the stock exchanges i.e BSE Limited and National Stock Exchange of India Ltd. during the financial year 2024-25 and previous financial year 2023-24 and therefore in terms of SEBI Circular dated 10 May 2021; the requirement of filing and publishing Business Responsibility and Sustainability Report is not applicable to your Company.

APPRECIATIONS AND ACKNOWLEDGMENTS:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to become resilient and meaningful player in the infrastructure industry. Your Directors would also like to places on record its appreciation for the support and cooperation your Company has been receiving from its Stakeholders, Corporations, AMC, Gujarat Housing Board, Government Authorities, Joint Venture partners and others associated with the Company.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Financial Institutions, Government and Regulatory Authorities and Stock Exchanges, for their continued support. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Consultants and Advisors. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company’s endeavor to build and nurture strong links with the business based on mutuality of benefits, respect for and cooperation with each other, consistent with consumer interests. Your Directors would like to express their thanks to the Government of India for their efforts put in place to curb the pandemic and support the economy of the nation.

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Mar 31, 2024

The Directors of your Company are pleased to present the 34^th Annual Report to the Members with the Audited FinanciaL Statements for the FinanciaL Year ended on 31 March 2024.

STATE OF AFFAIRS AND REVIEW OF OPERATIONS:

Your Company''s primary area of operation includes construction and development of infrastructure projects mainly into affordable housing. The majority of the projects of your Company are of slum rehabilitation and redeveLopment of projects being executed mainLy in the state of Gujarat.

FINANCIAL HIGHLIGHTS:

The performance of the Company for the FinanciaL Year 2023-24 is as under:

(Rs. in Lakhs, except per equity share data)
Particulars	Standalone for the year ended		Consolidated for the year ended
	31 March 2024	31 March 2023	31 March 2024	31 March 2023
Revenue from Operations	18,466.87	11,442.17	18,465.14	11,508.64
Add: Other Income	1,410.87	1,377.62	1,354.74	1,201.00
Total Income	19,877.74	12,819.79	19,819.88	12,709.64
Less: Revenue Expenditure	17,377.94	11,249.99	17,335.99	11,250.26
Less: Depreciation and Amortization	134.63	149.14	134.63	149.14
Less: Finance cost	780.90	1132.59	773.14	1,120.20
Profit Before Share in profit of joint ventures and associate and Tax	1,584.27	288.07	1,576.12	190.04
Less: Current Tax	404.93	105.82	404.93	105.96
Less: Deferred Tax Charges/Credit (net)	42.11	4.93	29.14	(36.48)
Profit for the year	447.04	177.32	1,142.05	120.56
Share of Profit/(Loss) of associate	-	-	(16.56)	(165.52)
Net Profit	1,137.23	177.32	1,125.49	(44.96)
Add: BaLance Brought Forward from previous FinanciaL Year	10,332.09	10,152.04	8,765.96	8,808.19
Profit available for appropriation	11,469.32	10,329.36	9,891.45	8,763.23
Add: Re-measurement gains/(losses) on defined empLoyee benefit pLan (Net of tax)	(13.59)	2.73	(13.59)	2.73
SurpLus carried to BaLance Sheet	11,455.73	10,332.09	9,877.86	8,765.96
Add: Security Premium	33.71	33.71	33.71	33.71
Add: GeneraL Reserve	524.77	524.77	524.77	524.77
Reserves	12,014.21	10,890.57	10,436.34	9,324.44
Share Capital	3,938.89	3,938.89	3,938.89	3,938.89
Earnings per share (EPS) before exceptional item
Basic	0.29	0.05	0.29	(0.01)
Diluted	0.29	0.05	0.29	(0.01)
EPS after exceptional item
Basic	0.29	0.05	0.29	(0.01)
Diluted	0.29	0.05	0.29	(0.01)

The detailed financial analysis and information of projects and activities are more specifically given in the Management Discussion and AnaLysis Report annexed to this Board Report.

CHANGE IN NATURE OF BUSSINESS:

During the financiaL year under review, there has been no change in the nature of Business of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

Your Company is undertaking various projects through subsidiaries, associates and Joint ventures. As per Section 129 (3) of the Companies Act, 2013, your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements are available at the Company''s website at www.nilainfra.com. The audited financial statements of each of the subsidiary, associate and joint venture are available for inspection at the Company’s registered office at Ahmedabad and also at registered offices of the respective companies. Copies of the annual accounts of the subsidiary, associate and joint venture will also be made available to the investors of Nila Infrastructures Limited upon request. In terms of proviso to Section 129(3) and Rule 8(1) of the Companies (Accounts) Rules, 2014, statement containing the saLient features; of the subsidiaries, associates and Joint ventures in the prescribed Form AOC 1 is annexed to this report as “Annexure B”. The Company has framed a policy for determining material subsidiaries, which has been uploaded at the website of the Company at www.nilainfra.com.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES OR JOINT VENTURES DURING THE YEAR:

During the year under review there is no change in status of Subsidiaries, Associates or Joint Ventures of your Company.

AMOUNT TO BE TRANSFERRED TO GENERAL RESERVES:

The Company has not transferred any amount to the GeneraL Reserve during the year under review.

DIVIDEND:

Foreseeing the requirement of financiaL resources for the project execution, future growth, and in order to create strong economic base and Long-term vaLue for the investors; your directors have decided not to recommend any dividend for the financial year ended on 31 March 2024.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the provisions of the Companies Act, 2013.

INSURANCE:

All the existing properties of the Company are adequately insured.

DIRECTORATE:

• Pursuant to Section 152 of the Companies Act, 2013, Mr. Deep S. Vadodaria (DIN: 01284293) a Non-Executive Director retires by rotation at the ensuing AnnuaL GeneraL Meeting of the Company and being eLigibLe offers himself for reappointment.

• During the year under review Mr. Deep Vadodaria (DIN: 01284293) was appointed as Non-Executive Director (Non-Independent). Mr. Kiran B. Vadodaria (DIN:00092067) has resigned as Director due to other engagements and personal commitments.

• Mr. Omprakash Bhandari was appointed as Non-Executive Independent Director of the Company w.e.f 04 May 2024.

• During the year under review Mr. Prashant H. Sarkhedi has resigned as Chief FinanciaL Officer and Mr. Darshan M. Shah has been appointed so as Chief FinanciaL Officer of the Company.

• At the Board Meeting heLd on 04 May 2024, Mr. ManoJ B. Vadodaria (DIN:00092053) has been re-appointed as Chairman and Managing Director for a further term of 3 years w.e.f. 19 June 2024.

• During the year, sharehoLder approvaL was taken vide PostaL BaLLot Notice dated 21 JuLy 2023 for appointment of Mr. Deep S Vadodaria (DIN: 01284293) as Non Executive Non Independent Director

• Except as mentioned herein above there is no change in the Board of Directors and key ManageriaL PersonneL of the Company.

• As per the provisions of Section 203 of the Companies Act, 2013, Mr. ManoJ B. Vadodaria - Chairman &

Managing Director, Mr. Darshan M. Shah - Chief FinanciaL Officer and Mr. Dipen Y. Parikh - Company Secretary were the Key Managerial Personnel of the Company during the year under review.

• All the Directors have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

• Necessary resolution for the reappointment of the aforesaid retiring Director has been included in the

Notice convening the ensuing AnnuaL GeneraL Meeting and detaiLs of the proposaL, rationaL, Justification and

performance evaLuation report, in terms of appLicabLe SecretariaL Standard on GeneraL Meeting (SS-2), for the re-appointment of Directors are mentioned in the explanatory statement of the Notice.

Statement regarding opinion of the board with regard to appointment of Independent Director during the year.

In the opinion of the Board the Independent Directors appointed during the year possesses highest LeveL of integrity, rich experience, and requisite expertise in reLevant area. With regard to proficiency, Mr. ShyamaL S. Joshi (DIN: 00005766) is exempt from the requirement of online proficiency self-assessment test. All other Independent Directors have cleared the test in due course of time.

Declaration given by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and ReguLation 25 read with 16(1) (b) of the SEBI (Listing ObLigations and DiscLosure Requirements) Regulations, 2015 and that there has been no change in the circumstances which may affect their status as an Independent Director and the same has been noted by the Board. The Independent Directors have compLied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI CircuLar date 10 May 2018; an annuaL performance evaLuation of the members of the Board of its own individuaLLy and working of various committees of the Board was carried out. Further in a separate meeting of the Independent Directors heLd on 09 February 2024 without presence of other Directors and management, the Independent Directors had, based on various criteria, evaluated performance of the Chairman and aLso performance of the other members of the Board. Performance evaLuation of Independent Directors was done upon conclusion of board meeting dated 25 May 2023 without presence of any Independent Directors. The manner in which the performance evaluation was carried out has been explained in the Corporate Governance Report annexed with this report.

Board and Committee Meetings:

During the year under review 4 (four) Board Meetings, 4 (four) Audit Committee meetings, 1 (one) Corporate SociaL ResponsibiLity Committee, 1 (one) StakehoLder ReLationship Committee and 1 (one) Nomination & Remuneration Committee meetings were heLd. The detaiLs of the meetings are given in the Corporate Governance Report as a part to the Boards’ Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, with respect to Director’s Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper expLanation reLating to materiaL departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) Proper internal financial controls are in place and that the financial controls are adequate and were operating effectiveLy; and

(f) The Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any auditor to the audit committee or the Board

ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:

During the year under review no changes have been made in the clauses of Memorandum and Articles of Association of your Company.

SHARE CAPITAL:

There is no change in share capitaL of the Company. PresentLy the paid-up capitaL of the Company is ? 39,38,89,200 comprising of 393889200 equity shares of ?1/- each.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

The Company has taken various initiatives to reduce the quantum of uncLaimed dividend and has been periodicaLLy intimating the concerned shareholders, requesting them to encash their dividend before it becomes due for transfer to the Investor Education and Protection Fund (IEPF). UncLaimed dividend amounting to ?11,27,760/- for FY 2015-16 was transferred to the IEPF on 09 November 2023, in terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) RuLes, 2016 as amended, the Company has transferred the corresponding shares to IEPF, where the dividends for the Last seven consecutive years have not been cLaimed by the concerned shareholder.

Further, the uncLaimed dividend in respect of FY 2016-17 must be cLaimed by sharehoLders on or before 05 November 2024, failing which the Company will be transferring the unclaimed dividend and the corresponding shares to the IEPF within a period of 30 days from the said date. The concerned sharehoLders, however, may cLaim the dividend and shares from IEPF after compLying with the prescribed procedure.

In terms of the IEPF (UpLoading of information regarding unpaid and uncLaimed amounts Lying with companies) Rules, 2012, your Company has made the relevant disclosures to the Ministry of Corporate Affairs (MCA) regarding unclaimed dividends and unclaimed shares. Your Company has also uploaded the prescribed information on www.iepf.gov.in and www.nilainfra.com.

Details of Unclaimed Dividend as on 31 March 2024 and due dates for transfer are as follows:
SN	Financial Year	@Unclaimed Amount (f)	Due Date for transfer to IEPF Account
1	2016-17	10,27,833.29	05 November 2024
2	2017-18	831,380.88	05 November 2025

@ The Corresponding shares for which dividend has not been claimed for seven consecutive years shall be identified at the due dates and be transferred to the IEPF authority. The List of such sharehoLders, upon identification, shaLL also be displayed at the website of the Company at www.nilainfra.com.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has implemented the procedure and adopted practices in conformity with the code of Corporate Governance as enumerated in ScheduLe V of SEBI (Listing ObLigations and DiscLosure Requirements), ReguLations 2015. The management discussion & analysis and corporate governance report are made part of this report. A certificate from the Practicing Company Secretary regarding compliance of the conditions of corporate governance is attached hereto and forms part of the Directors’ report.

STATUTORY AUDITORS AND AUDITORS'' REPORT:

M/s M B D & Co LLP (FRN: 135129W/W100152) - Chartered Accountants has been appointed the statutory auditors of your Company.

The report of the statutory auditor is given in this annual report. There is no qualification, reservation or any adverse remark or discLaimer in the audit report of M/s M B D & Co LLP.

COST AUDIT:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained. M/s Dalwadi & Associates, Cost Accountant, Ahmedabad (FRN: 000338) has conducted the audit of the cost record of the Company for the FinanciaL Year 2023-24. The Cost Audit Report for FY2023 does not contain any quaLification. The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s DaLwadi & Associates, Cost Accountant, Ahmedabad (FRN: 000338) as Cost Auditor to audit the cost records of the Company for the financial year 2024-25. As required under the Act, a resoLution seeking member’s approvaL for the remuneration payabLe to the Cost Auditor forms part of the Notice convening the 34^th AnnuaL GeneraL Meeting for their ratification.

SECRETARIAL AUDITOR’S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of ManageriaL PersonneL) RuLes 2014, the Board of Directors have appointed M/s Umesh Ved & Associates, Practicing Company Secretary, Ahmedabad as the Secretarial Auditor of the Company to conduct Secretarial Audit for the year 2023-24. The report of the Secretarial Auditor is annexed herewith as “Annexure D”. The report of the Secretarial Auditor is self-explanatory and confirming compliance by the Company of all the provisions of appLicabLe corporate Laws. Pursuant to the SEBI circuLar dated 08 February, 2019, the Company has obtained an Annual Secretarial Compliance Report from M/s. Umesh Ved & Associates, Practicing Company Secretary.

AUDIT COMMITTEE:

The Audit Committee constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and ReguLation 18 of SEBI (Listing ObLigations and DiscLosure Requirements) ReguLations, 2015, reviewed the financiaL results and financial statements, audit process, internal control system, scope of internal audit and compliance

of related regulations as prescribed. The Composition and terms of reference of the audit committee is more specificaLLy given in the Corporate Governance Report as a part of the Boards’ Report.

VIGIL MECHANISAM (WHISTLE BLOWER POLICY):

The company has estabLished VigiL Mechanism (WhistLe BLower PoLicy) in accordance with the provisions of Section 177 of the Companies Act, 2013 and ReguLation 22 of SEBI (Listing ObLigations and DiscLosure Requirements) Regulations, 2015 for the employees to report to the management instances of unethical behavior, actual or suspected fraud or vioLation of the Company’s code of conduct. The detaiL of the WhistLe BLower Mechanism is expLained in the Corporate Governance Report and the poLicy adopted is avaiLabLe on the Company’s website at www.nilainfra.com under investor segment. During the year the Company has not received any complaint under the mechanism.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an anti-sexual harassment policy and internal complaint committee in line with the requirement of the SexuaL Harassment of Women at the WorkpLace (Prevention, Prohibition and RedressaL) Act, 2013. There is no such instance reported during the year under review.

MONITORING AND PREVENTION OF INSIDER TRADING:

In terms of the ReguLation 9 of SEBI (Prohibition of Insider Trading) ReguLations, 2015, as amended; the Company has adopted revised Code of Conduct prohibiting, regulating and monitoring the dealings in the securities of the Company by Insiders and Designated Persons while in possession of unpublished price sensitive information in relation to the securities of the Company. The code of conduct is available at the Company’s website at www. niLainfra.com under investor segment. The Company has aLso in terms of ReguLation 9A of the SEBI (Prohibition of Insider Trading) ReguLations, 2015; put in pLace institutionaL mechanism for prevention of insider trading. The audit committee on yearly basis review the compliances made under the regulation as well as the effectiveness of the internal control system to monitor and prevent insider trading.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

There is no foreign exchange earnings during the years under review. There has been an outgo of INR 3,40,798/-($4150) during the year under review. Conservation of energy has always been of immense importance to your Company and all the equipment consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR:

As regards investments by the Company, the details of the same are provided under Note No. 07 forming part of the financial statements of the Company for the financial year 2023-24. Details of loans given to other persons covered under Section 186 of the Companies Act, 2013 are given in the Note No. 32 relating to related parties and Note No. 41 to the financial statements.

RELATED PARTY TRANSACTIONS:

In terms of ReguLation 23 of SEBI (Listing ObLigations and DiscLosure Requirements), ReguLations 2015 the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arm’s length basis. There is no material significant related party transaction made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative as defined under Section 188 of the Companies Act 2013. ALL ReLated Party Transactions are pLaced before the audit committee / Board, as appLicabLe, for their approvaL. Omnibus approvaLs are taken for the transactions which are of repetitive in nature. The ReLated Party Transactions that were entered into by the Company were to facilitate smooth functioning of the ordinary course of business and are in the interest of the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is given in "Annexure E". The policy on related party transactions as approved by the Board is avaiLabLe on the website of the company at www.nilainfra.com under investor segment.

Disclosures of transactions with related parties in terms of Schedule V read with Regulation 34(3) and 53(f) of SEBI (Listing ObLigations and DiscLosure Requirements) ReguLations 2015 as amended is given in Note No 32 of the Notes to the FinanciaL Statements..

INTERNAL FINANCIAL CONTROL:

The Board of Directors has in terms of the requirements of Section 134(5) (e) of the Companies Act, 2013 Laid down the internal financial controls. The Company has in place a well-defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of properties, resources and assets, and the accurate reporting of financial transactions in the financial statements. The company continuously upgrades these systems. The internal control system is supplemented by extensive internal audits, conducted by independent firm of chartered accountants.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of the provisions of Section 135 of the Companies Act, 2013, your Company has constituted CSR Committee comprising of Mr. ShyamaL S. Joshi - Chairman, Mr. Deep S. Vadodaria and Mr. ManoJ B. Vadodaria as the other members. Mr. Kiran B. Vadodaria ceased to be member of the Committee consequent upon his resignation as Director of the Company. Mr. Deep S. Vadodaria has been appointed as member of the CSR Committee during the year. Your Company acknowLedges importance of society and has been undertaking severaL projects of CSR involving promotion of cleanliness, sanitation, preventive healthcare, education, medical and food support to poor. The AnnuaL Report on CSR activities for the FinanciaL Year 2023-24 is annexed herewith as "Annexure A". The policy on CSR is available at the website of the company at www.nilainfra.com under the investor segment.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and ReguLation 19 of SEBI (Listing ObLigations and Disclosure Requirements) Regulations, 2015, the Company has constituted Nomination and Remuneration Committee and adopted policy on appointment and remuneration of Directors and Key Managerial Personnel. The composition, terms of reference of the Committee are given in the Corporate Governance Report as a part to the Boards’ Report. The gist of the poLicy is given in the Corporate Governance Report annexed to the Board Report. The said policy is also available at the website of the company at www.nilainfra.com under the investor segment.

MATERIAL CHANGES:

No materiaL change has taken pLace after 31 March 2024 and till the date of this report.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF EMPLOYEES:

The information as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the annual report and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the registered office of the company during business hours on any working day of the Company up to the date of ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard. Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the “Annexure C” to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

COMPLIANCE WITH ACCOUNTING STANDARDS IND AS:

In the preparation of the financial statements, the Company has followed the accounting policies and practices as prescribed in the Accounting Standards IND AS.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS:

There is no significant and material order passed by any regulator or court or tribunal during the year under review except during the year Income Tax Department compLeted assessment for the BLock Period assessment years 2014-15, 2016-17 to 2022-23, pursuant to search operations conducted during the September 2021 under the provisions of Section 132 of the Income Tax Department 1961 and issued orders accordingly. As per the orders received there has been an addition / disaLLowance of INR 63 Crore (incLuding INR 61.96 crore on Protective Basis) and demand thereon of INR 23.58 Crore on Protective Basis. The management of the Company fiLed requisite Appeal applications against the orders received and the matter is pending for further proceedings.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PRNDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the InsoLvency Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During year under review, there has been no one time settLement of Loans taken from Banks and FinanciaL Institutions.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at www.nilainfra.com under investor segment.

RISK MANAGEMENT AND POLICY:

Risk Management PoLicy of the Company invoLves identification of various risks and Mitigation thereof. Your company recognizes that risks are integraL part of business activities and is committed to managing the risks in a proactive and efficient manner. Your Company has robust risk management process invoLving periodic assessment of various risks and mitigating remedies, which are more specificaLLy discussed in MDA report as a part of the Board Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Your Company does not faLL within the Top 1000 Companies by market capitaLization at the stock exchanges i.e BSE Limited and NationaL Stock Exchange of India Limited. during the financiaL year 2023-24 and previous financiaL year 2022-23 and therefore in terms of SEBI CircuLar dated 10 May 2021; the requirement of filing and pubLishing Business Responsibility and Sustainability Report is not applicable to your Company.

APPRECIATIONS AND ACKNOWLEDGMENTS:

Your Directors place on record their deep appreciation to employees at all Levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees in spite of the pandemic situation, have enabled the Company to become resilient and meaningful player in the infrastructure industry. Your Directors would also Like to places on record its appreciation for the support and cooperation your Company has been receiving from its StakehoLders, Corporations, Government Authorities, Joint Venture partners and others associated with the Company.

The Directors aLso take this opportunity to thank aLL Investors, CLients, Vendors, Banks, FinanciaL Institutions, Government and ReguLatory Authorities and Stock Exchanges, for their continued support. Your Directors aLso wish to record their appreciation for the continued co-operation and support received from the Consultants and Advisors. Your Company Looks upon them as partners in its progress and has shared with them the rewards of growth. It wiLL be the Company’s endeavor to buiLd and nurture strong Links with the business based on mutuaLity of benefits, respect for and cooperation with each other, consistent with consumer interests. Your Directors wouLd Like to express their thanks to the Government of India for their efforts put in pLace to curb the pandemic and support the economy of the nation.

---

Mar 31, 2023

The Directors of your Company are pleased to present the 33^rd Annual Report to the Members with the Audited Financial Statements for the Financial Year ended on 31 March 2023.

STATE OF AFFAIRS AND REVIEW OF OPERATIONS:

Your Company''s primary area of operation includes construction and development of infrastructure projects mainly into affordable housing. The majority of the projects of your Company are being executed in Gujarat and at Rajasthan.

FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year 2022-23 is as under:

(Rs. in Lakhs, except per equity share data)
Particulars	Standalone for the year ended		Consolidated for the year ended
	31 March 2023	31 March 2022	31 March 2023	31 March 2022
Revenue from Operations	11,442.17	9,334.60	11,508.64	8,331.80
Add: Other Income	1,377.62	1,278.71	1,201.00	1,091.02
Total Income	12,819.79	10,613.31	12,709.64	9,422.82
Less: Revenue Expenditure	11,249.99	8,577.70	11,250.26	7607.27
Less: Depreciation and Amortization	149.14	186.63	149.14	186.63
Less: Finance cost	1132.59	1484.13	1,120.20	1,452.36
Profit Before Share in profit of joint ventures and associate and Tax	288.07	364.85	190.04	176.56
Less: Current Tax	105.82	(16.04)	105.96	(16.04)
Less: Deferred Tax Charges/Credit (net)	4.93	129.87	(36.48)	71.55
Profit for the year	177.32	251.02	120.56	121.05
Share of Profit/(Loss) of associate	-	-	(165.52)	(319.21)
Net Profit	177.32	251.02	(44.96)	(198.16)
Add: Balance Brought Forward from previous Financial Year	10,152.04	9,893.60	8,808.19	8,998.93
Profit available for appropriation	10,329.36	10,144.62	8,763.23	8,800.77
Add: Re-measurement gains/(losses) on defined employee benefit plan (Net of tax)	2.73	7.42	2.73	7.42
Surplus carried to Balance Sheet	10,332.09	10,152.04	8,765.96	8,808.19
Add: Security Premium	33.71	33.71	33.71	33.71
Add: General Reserve	524.77	524.77	524.77	524.77
Reserves	10,890.57	10,710.52	9,324.44	9,366.67
Share Capital	3,938.89	3,938.89	3,938.89	3,938.89
Earnings per share (EPS) before exceptional item
Basic	0.05	0.06	(0.01)	(0.05)
Diluted	0.05	0.06	(0.01)	(0.05)
EPS after exceptional item
Basic	0.05	0.06	(0.01)	(0.05)
Diluted	0.05	0.06	(0.01)	(0.05)

The detailed financial analysis and information of projects and activities are more specifically given in the Management Discussion and Analysis Report annexed to this Board Report.

CHANGE IN NATURE OF BUSSINESS:

During the financial year under review, there has been no change in the nature of Business of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

Your Company is undertaking various projects through subsidiaries, associates and joint ventures. As per Section 129 (3) of the Companies Act, 2013, your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements are available at the Company''s website at www.nilainfra.com. The audited financial statements of each of the subsidiary, associate and joint venture are available for inspection at the Company’s registered office at Ahmedabad and also at registered offices of the respective companies. Copies of the annual accounts of the subsidiary, associate and joint venture will also be made available to the investors of NiLa Infrastructures Limited upon request. In terms of proviso to Section 129(3) and Rule 8(1) of the Companies (Accounts) Rules, 2014, statement containing the salient features; of the subsidiaries, associates and joint ventures in the prescribed Form AOC 1 is annexed to this report as “Annexure B”. The Company has framed a policy for determining material subsidiaries, which has been uploaded at the website of the Company at www.nilainfra.com.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES OR JOINT VENTURES DURING THE YEAR:

During the year under review there is no change in status of Subsidiaries, Associates or Joint Ventures of your Company.

AMOUNT TO BE TRANSFERRED TO GENERAL RESERVES:

The Company has not transferred any amount to the General Reserve during the year under review.

DIVIDEND:

Foreseeing the requirement of financial resources for the future growth, and in order to create strong economic base and long-term value for the investors; your directors have decided not to recommend any dividend for the financial year ended on 31 March 2023.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the provisions of the Companies Act, 2013.

INSURANCE:

All the existing properties of the Company are adequately insured.

DIRECTORATE:

• Pursuant to Section 152 of the Companies Act, 2013, Mr. Dilip D. Patel, (DIN: 01523277) a Non-Executive Director retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

• At the 32^nd Annual General Meeting held during the year; approval of shareholders was taken for appointment of Mr. Revant Bhatt (09197805) as Non-Executive Independent Director.

- Mr. Deep S. Vadodaria (DIN: 01284293) was appointed as the Non-Executive Director of the Company w.e.f 25 May 2023

- Mr. Prashant H. Sarkhedi Chief Financial Officer of the Company resigned w.e.f. 12 May 2023 and subsequently Mr. Darshan M. Shah was appointed as the Chief Financial Officer of the Company w.e.f 25 May 2023

- Mr. Kiran B. Vadodaria has resigned as Director w.e.f 25 May 2023.

• Except as mentioned herein above there is no change in the Board of Directors and key Managerial Personnel of the Company.

• As per the provisions of Section 203 of the Companies Act, 2013, Mr. Manoj B. Vadodaria - Chairman &

Managing Director, Mr. Prashant H. Sarkhedi - Chief Financial Officer and Mr. Dipen Y Parikh - Company

Secretary were the Key Managerial Personnel of the Company during the year under review.

• All the Directors have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

• Necessary resolution for the reappointment of the aforesaid retiring Director has been included in the

Notice convening the ensuing Annual General Meeting and details of the proposal, rational, justification and

performance evaluation report, in terms of applicable Secretarial Standard on General Meeting (SS-2), for the re-appointment of Directors are mentioned in the explanatory statement of the Notice.

Statement regarding opinion of the board with regard to appointment of Independent Director during the year.

In the opinion of the Board the Independent Directors appointed during the year possess highest level of integrity, rich experience, and requisite expertise in relevant area. With regard to proficiency, Mr. Shyamal S. Joshi (DIN: 00005766) is exempt from the requirement of online proficiency self-assessment test. All other Independent Directors have cleared the test in due course of time.

Declaration given by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 read with 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there has been no change in the circumstances which may affect their status as an Independent Director and the same has been noted by the Board. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Circular date 10 May 2018; an annual performance evaluation of the members of the Board of its own individually and working of various committees of the Board was carried out. Further in a separate meeting of the Independent Directors held on 13 February 2023 without presence of other Directors and management, the Independent Directors had, based on various criteria, evaluated performance of the Chairman and also performance of the other members of the Board. The manner in which the performance evaluation was carried out has been explained in the Corporate Governance Report annexed with this report.

Board and Committee Meetings:

During the year under review 4 (four) Board Meetings, 4 (four) Audit Committee meetings, 1 (one) Corporate Social Responsibility Committee, 1 (one) Stakeholder Relationship Committee and 1 (one) Nomination & Remuneration Committee meetings were held. The details of the meetings are given in the Corporate Governance Report as a part to the Boards’ Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, with respect to Director’s Responsibility Statement, it is hereby confirmed that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

e) Proper internal financial controls are in place and that the financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any auditor to the audit committee or the Board.

ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:

During the year under review no changes have been made in the clauses of Memorandum and Articles of Association of your Company.

SHARE CAPITAL:

There is no change in share capital of the Company. Presently the paid up capital of the Company is ''39,38,89,200 comprising of 393889200 equity shares of ''1/- each.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

The Company has taken various initiatives to reduce the quantum of unclaimed dividend and has been periodically intimating the concerned shareholders, requesting them to encash their dividend before it becomes due for transfer to the Investor Education and Protection Fund (IEPF). Unclaimed dividend amounting to ''9,95,047/- for FY 2014-15 was transferred to the IEPF on 31 October 2022, in terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the Company has transferred the corresponding shares to IEPF, where the dividends for the last seven consecutive years have not been claimed by the concerned shareholder.

Further, the unclaimed dividend in respect of FY 2015-16 must be claimed by shareholders on or before 17 October 2023, failing which the Company will be transferring the unclaimed dividend and the corresponding shares to the IEPF within a period of 30 days from the said date. The concerned shareholders, however, may claim the dividend and shares from IEPF after complying with the prescribed procedure.

In terms of the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, your Company has made the relevant disclosures to the Ministry of Corporate Affairs (MCA) regarding unclaimed dividends and unclaimed shares. Your Company has also uploaded the prescribed information on www.iepf.gov.in and www.nilainfra.com.

SN	Financial Year	@Unclaimed Amount (?)	Due Date for transfer to IEPF Account
1	2015-16	11,28,331.82	17 October 2023
2	2016-17	10,34,345.29	05 November 2024
3	2017-18	8,34,922.88	05 November 2025

@ The Corresponding shares for which dividend has not been claimed for seven consecutive years shall be identified at the due dates and be transferred to the IEPF authority. The list of such shareholders, upon identification, shall also be displayed at the website of the Company at www.nilainfra.com.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has implemented the procedure and adopted practices in conformity with the code of Corporate Governance as enumerated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The management discussion & analysis aLongwith financial discussion & analysis as a part of MDA. and corporate governance report are made part of this report. A certificate from the Practicing Company Secretary regarding compliance of the conditions of corporate governance is attached hereto and forms part of the Directors’ report.

STATUTORY AUDITORS AND AUDITORS'' REPORT:

M/s M B D & Co LLP (FRN: 135129W/W100152) - Chartered Accountants has been appointed as the statutory auditors of your Company.

The report of the statutory auditor is given in this annual report. There is no qualification, reservation or any adverse remark or disclaimer in the audit report of M/s M B D & Co LLP.

COST AUDIT:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained. M/s Dalwadi & Associates, Cost Accountant, Ahmedabad (FRN: 000338) has conducted the audit of the cost record of the Company for the Financial Year 2022-23. The Cost Audit Report for FY2022 does not contain any qualification. The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s Dalwadi & Associates, Cost Accountant, Ahmedabad (FRN: 000338) as Cost Auditor to audit the cost records of the Company for the financial year 2023-24. As required under the Act, a resolution seeking member’s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the 33^rd Annual General Meeting for their ratification.

SECRETARIAL AUDITOR’S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors have appointed M/s Umesh Ved & Associates, Practicing Company Secretary, Ahmedabad as the Secretarial Auditor of the Company to conduct Secretarial Audit for the year 2022-23. The report of the Secretarial Auditor is annexed herewith as “Annexure D”. The report of the Secretarial Auditor is self-explanatory and confirming compliance by the Company of all the provisions of applicable corporate laws. Pursuant to the SEBI circular dated 08 February, 2019, the Company has obtained an Annual Secretarial Compliance Report from M/s. Umesh Ved & Associates, Practicing Company Secretary.

AUDIT COMMITTEE:

The Audit Committee constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reviewed the financial

results and financial statements, audit process, internal control system, scope of internal audit and compliance of related regulations as prescribed. The Composition and terms of reference of the audit committee is more specifically given in the Corporate Governance Report as a part of the Boards’ Report.

VIGIL MECHANISAM (WHISTLE BLOWER POLICY):

The company has established Vigil Mechanism (Whistle Blower Policy) in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct. The detail of the Whistle Blower Mechanism is explained in the Corporate Governance Report and the policy adopted is available on the Company’s website at www.nilainfra.com under investor segment.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an anti-sexual harassment policy and internal complaint committee in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is no such instance reported during the year under review.

MONITORING AND PREVENTION OF INSIDER TRADING:

In terms of the Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; the Company has adopted revised Code of Conduct prohibiting, regulating and monitoring the dealings in the securities of the Company by Insiders and Designated Persons while in possession of unpublished price sensitive information in relation to the securities of the Company. The code of conduct is available at the Company’s website at www.nilainfra.com under investor segment. The Company has also in terms of Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015; put in place institutional mechanism for prevention of insider trading. The audit committee on yearly basis review the compliances made under the regulation as well as the effectiveness of the internal control system to monitor and prevent insider trading.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

There is no foreign exchange earnings and outgo during the year under review except some small expenses towards subscription of foreign periodicals and registrations. Conservation of energy has always been of immense importance to your Company and all the equipment consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR:

As regards investments by the Company, the details of the same are provided under Note No. 07 forming part of the financial statements of the Company for the financial year 2022-23. Details of loans given to other persons covered under Section 186 of the Companies Act, 2013 are given in the Note No. 40.

RELATED PARTY TRANSACTIONS:

In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arm’s length basis. There is no material significant related party transaction made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative as defined under Section 188 of the Companies Act 2013. All Related Party Transactions are placed before the audit committee / Board, as applicable, for their approval. Omnibus approvals are taken for the transactions which are of repetitive in nature. The Related Party Transactions that were entered into by the Company were to facilitate smooth functioning of the ordinary course of business and are in the interest of the Company. The disclosures of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in the Form AOC-2 is given in "Annexure E". The policy on related party transactions as approved by the Board is available on the website of the company at www.nilainfra.com under investor segment.

Disclosures of transactions with related parties in terms of Schedule V read with Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended is given in Note No 31 of the Notes to the Financial Statements.

INTERNAL FINANCIAL CONTROL:

The Board of Directors has in terms of the requirements of Section 134(5) (e) of the Companies Act, 2013 laid down the internal financial controls. The Company has in place a well-defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of properties, resources and assets, and the accurate reporting of financial transactions in the financial statements. The company continuously upgrades these systems. The internal control system is supplemented by extensive internal audits, conducted by independent firm of chartered accountants.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of the provisions of Section 135 of the Companies Act, 2013, your Company has constituted CSR Committee comprising of Mr. Shyamal S. Joshi - Chairman, Mr. Kiran B. Vadodaria and Mr. Manoj B. Vadodaria as the other members. As a part of CSR, the Company has spent funds for the projects involving promotion of cleanliness, sanitation, preventive healthcare, education, medical and food support to poor. The Annual Report on CSR activities for the Financial Year 2022-23 is annexed herewith as "Annexure A". The policy on CSR is available at the website of the company at www.nilainfra.com under the investor segment.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted Nomination and Remuneration Committee and adopted policy on appointment and remuneration of Directors and Key Managerial Personnel. The composition, terms of reference of the Committee are given in the Corporate Governance Report as a part to the Boards’ Report. The gist of the policy is given in the Corporate Governance Report annexed to the Board Report. The said policy is also available at the website of the company at www.nilainfra.com under the investor segment.

MATERIAL CHANGES:

No material change has taken place after 31 March 2023 and till the date of this report.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF EMPLOYEES:

The information as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the annual report and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the registered office of the company during business hours on any working day of the Company up to the date of ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard. Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the “Annexure C” to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

COMPLIANCE WITH ACCOUNTING STANDARDS IND AS:

In the preparation of the financial statements, the Company has followed the accounting policies and practices as prescribed in the Accounting Standards IND AS.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS:

There is no significant and material order passed by any regulator or court or tribunal during the year under review the except the Assessment Orders issued by the Income Tax Department on Protective Basis for the Assessment Year 2018-19 and 2021-22 pursuant to the search operations conducted by the Income Tax Department in September 2021 under the provisions of Section 132 of the Income Tax Act 1961. The Company is in process of taking requisite actions including challenging the orders at appropriate authorities. As per the advised received the amount of liability is considered as contingent liability.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PRNDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at www.nilainfra.com under investor segment.

RISK MANAGEMENT AND POLICY:

Risk Management Policy of the Company involves identification of various risks and Mitigation thereof. Your company recognizes that risks are integral part of business activities and is committed to managing the risks in a proactive and efficient manner. Your Company has robust risk management process involving periodic assessment of various risks and mitigating remedies, which are more specifically discussed in MDA report as a part of the Board Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Your Company does not fall within the Top1000 Companies by market capitalization at the stock exchanges i.e BSE Limited and National Stock Exchange of India Ltd. during the financial year 2022-23 and previous financial year 2021-22 and therefore in terms of SEBI Circular dated 10 May 2021; the requirement of filing and publishing Business Responsibility and Sustainability Report is not applicable to your Company.

APPRECIATIONS AND ACKNOWLEDGMENTS:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees in spite of the pandemic situation, have enabled the Company to become resilient and meaningful player in the infrastructure industry. Your Directors would also like to places on record its appreciation for the support and cooperation your Company has been receiving from its Stakeholders, Corporations, Government Authorities, Joint Venture partners and others associated with the Company.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Financial Institutions, Government and Regulatory Authorities and Stock Exchanges, for their continued support. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Consultants and Advisors. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company’s endeavour to build and nurture strong links with the business based on mutuality of benefits, respect for and cooperation with each other, consistent with consumer interests. Your Directors would like to express their thanks to the Government of India for their efforts put in place to curb the pandemic and support the economy of the nation.

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Mar 31, 2018

Dear Members,

The Directors of your Company are pleased to present the Twenty Eighth Annual Report to the Members with the Audited Financial Statements for the Financial Year ended on 31 March 2018.

STATE OF AFFAIRS OF THE COMPANY:

Financial Results:

The performance of the Company for the Financial Year 2017-18 is as under:

(Rs. in lakhs, except per equity share data)

Particulars	Standalone for the year ended		Consolidated for the year ended
	31 March 2018	31 March 2017	31 March 2018	31 March 2017
Revenue from operations	21,429.73	19,828.78	20,224.96	19,464.77
Add: Other income	734.40	698.84	549.52	588.10
Total income	22,164.13	20,527.62	20,774.48	20,052.87
Less: Revenue expenditure	17,634.65	16,990.92	16,648.51	16,699.34
Depreciation	172.15	161.64	172.15	161.64
Finance costs	1,109.81	890.18	1,109.81	890.18
Profit before tax	3,247.52	2,484.88	2,844.01	2,301.71
Less: Current tax	1,225.00	784.43	1,225.00	784.44
Adjustments of tax for earlier years	1.60	-	1.60	-
Deferred tax	(232.55)	107.40	(323.68)	45.84
Net profit after tax	2,253.47	1,593.05	1,941.09	1,471.43
Share of profit of joint ventures and associate (net of tax)	-	-	58.46	15.67
Profit for the year	2,253.47	1,593.05	1,999.55	1,487.10
Add: Balance brought forward from previous Financial year	1,513.84	(488.65)	1,317.14	(579.43)
Add: Changes on account of scheme of arrangement	2,908.09	938.51	2,908.09	938.51
Add: Changes on account of discontinuation of employee’s stock option plan	141.50	-	141.50	-
Profit available for appropriation	6,816.90	2,042.91	6,366.28	1,846.19
Less: Reserve due to consolidation	-	-	-	-
Less: Paid/Proposed dividend	433.28	432.27	433.28	432.27
Less: Dividend distribution tax	88.21	88.01	88.21	88.01
Less: Re-measurement gains/(losses) on defined employee benefit plan (net of tax)	11.01	8.78	11.01	8.78
Add: Employees stock option outstanding reserve	-	184.38	-	184.38
Surplus carried to balance sheet	6,284.40	1,698.23	5,833.78	1,501.51
Add: Security premium	33.71	-	33.71	-
Add: General reserve	524.77	524.77	524.77	524.77
Add: Deferred employees stock option compensation reserves	-	(85.50)	-	(85.50)
Reserves	6,842.88	2,137.50	6,392.26	1,940.78
Share capital	3,938.89	3,933.93	3,938.89	3,933.93
Earnings per share (EPS) before exceptional item(1)(2)
Basic	0.57	0.40	0.51	0.38
Diluted	0.57	0.40	0.51	0.38
EPS after exceptional item(1)(2)
Basic	0.57	0.40	0.51	0.38
Diluted	0.57	0.40	0.51	0.38

Notes:

(1) The above figures are extracted from the standalone and consolidated financial statements as per Indian Accounting Standard.

(2) Equity shares are at par value of Rs. 1 per share.

(3) The Company has made allotment of 496500 equity shares on 15 September 2017 upon exercise of stock options under the ESOP scheme of the Company. EPS has therefore been adjusted and calculated in accordance with IND AS-33 Earnings per Share.

(4) During the year scheme of arrangement of demerger of Real Estate Undertaking of the Company was presented to and sanctioned by the Hon’ble NCLT - Ahmedabad bench with appointed date of 01 April 2017 and therefore the financial statements have been prepared accordingly.

REVIEW OF OPERATIONS:

Your Company’s primary area of operations includes construction and development of infrastructure projects. The majority of the projects of your Company are being executed in Gujarat and at Rajasthan.

Revenues - Standalone:

Company’s Revenue from Operations on a standalone basis increased to Rs. 21,429.73 lakh from Rs. 19,828.78 lakh in the previous year, at a growth rate of 8.07%. Out of the total revenue, 98.51% came from Civic Urban Infrastructure i.e. Rs. 21,110.86 lakh and remaining from the real estate, leasing and land sale on account of any real estate project not being fructified. The increase in revenue is primarily due to expanded scale of its operations of the Company in civic urban infrastructure activities.

Revenues - Consolidated:

Company’s Revenue from Operations on a consolidated basis increased to Rs. 20,224.96 lakh from Rs.19,464.77 lakh in the previous year, at a growth rate of 3.91 %.

Profits - Standalone:

Your Company’s EBITDA on a standalone basis amounted to Rs. 3,795.08 lakh (17.71% of revenue from operations), as against Rs.2.837.87 lakh (14.31% of revenue from operations) in the previous year. Project and Operations costs were 79.07 % of revenue from operations for the year ended 31 March 2018 as compared to 82.97% for the year ended 31 March 2017. The profit before tax was Rs. 3,247.52 lakh (14.65% of Total Income), as against Rs.2.484.88 lakh (12.10% of Total Income) in the previous year. Net profit was Rs. 2,253.47 lakh (10.17% of Total Income), as against Rs.593.05 lakh (7.76% of Total Income) in the previous year.

Profits - Consolidated:

Your Company’s EBIDTA on a consolidated basis amounted to Rs. 3,576.46 lakh (17.68 % of revenue from operations), as against Rs. 2,765.43 lakh (14.21% of revenue from operations) in the previous year. Project and Operations costs were 79.08% of revenue from operations for the year ended 31 March 2018 as compared to 83.02% for the year ended 31 March 2017. The profit before tax was Rs. 2,844.01 lakh (13.69% of Total Income), as against Rs. 2,301.72 lakh (11.48% of Total Income) in the previous year. Net profit was Rs. 1,999.55 lakh (9.63 % of Total Income), as against Rs.1,487.1 1 lakh (7.42 % of Total Income) in the previous year. Liquidity:

Your Company continues to maintain sufficient cash to meet its operations as well as strategic objectives. The Board of Directors believes that liquidity in the Balance Sheet has to balance between earning adequate returns and the need to cover financial and business risks. Liquidity enables your Company to make a rapid shift in direction, if there is a market demand. The Directors believe that the working capital is sufficient to meet the current requirements. As on 31 March 2018, on a standalone basis, the Company had liquid assets of Rs. 9,491.20 lakh, as against Rs. 6,727.20 lakh at the previous year-end. On a consolidated basis, your Company had liquid as sets of Rs. 9,499.40 lakh at the current year-end, as against Rs. 6,727.20 lakh at the previous year-end. These funds comprise deposits with banks and government. The details are disclosed under the ‘noncurrent and current assets’ section in the financial statements in this Annual Report. The information of projects and activities are more specifically detailed in the Management Discussion and Analysis Report annexed to this Board Report.

TRANSFERTO RESERVE

During the year there is no amount of profit transferred to reserve

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

Your Company is undertaking various projects through subsidiaries, associates and joint ventures. As per Section 129 (3) of the Companies Act, 2013, your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements are available at the Company’s website at www.nilainfra.com. The audited financial statements of each of the subsidiary, associate and joint venture are available for inspection at the Company’s registered office at Ahmedabad, India and also at registered offices of the respective companies. Copies of the annual accounts of the subsidiary, associate and joint venture will also be made available to the investors of Nila Infrastructures Limited upon request.

Subsidiary, associates and joint ventures which were part of the real estate undertaking under the scheme of demerger have been transferred to and vested into the resultant company M/s Nila Spaces Ltd. and therefore they are now no more subsidiary, associate and joint ventures of your company. In terms of proviso to Section 129(3) and Rule 8(1) of the Companies (Accounts) Rules, 2014, statement containing the salient features; of the subsidiaries, associates and joint ventures which continue to be such after the scheme of arrangement; in the prescribed Form AOC 1 is annexed to this report as “Annexure C”.

DIVIDEND:

The Directors have recommended payment of dividend of ‘ 0.11 per equity share of Rs. 1 each i.e. 11% of paid up capital. The dividend payout shall absorb an amount of Rs. 433 lakh towards dividend and Rs. 88 lakh towards dividend distribution tax. The dividend will be paid to the members, whose name appears in the register of members as on 21 September 2018.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the provisions of the Companies Act, 2013.

INSURANCE:

All the existing properties of the Company are adequately insured.

DIRECTORATE:

Pursuant to Section 152 of the Companies Act, 2013, Shri Dilip D. Patel, (DIN: 01523277) Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

Necessary resolutions for the reappointment of the aforesaid Director have been included in the Notice convening the ensuing Annual General Meeting and details of the proposal for reappointment is mentioned in the explanatory statement of the Notice.

All the Directors have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013. The Company has also received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been noted by the Board.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, an annual performance evaluation of the members of the Board of its own individually and working of the various committees of the Board was carried out. The manner in which the performance evaluation was carried out has been explained in the Corporate Governance Report.

Board and Audit Committee Meetings:

During the year under review 6 (Six) Board Meetings and 5 (Five) Audit Committee Meetings were held. The details of the meetings are given in the Corporate Governance Report as a part to the Boards’ Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, with respect to Director’s Responsibility Statement, it is hereby confirmed that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

e) Proper internal financial controls are in place and that the financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:

During the year under review no change have been made in the clauses of Memorandum and Articles of Association of your Company.

SHARE CAPITAL:

During the year under review an allotment of 496500 equity shares on September 15, 2017 was made to the employees of the Company upon exercise of stock options at an exercise price of Rs. 6.64/- per share. Presently, post exercise of these stock options, the paid up capital of the Company is ‘39,38,89,200 comprising of 393889200 equity shares of Rs. 1/- each.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

The Company takes various initiatives to reduce the quantum of unclaimed dividend and has been periodically intimating the concerned shareholders, requesting them to encash their dividend before it becomes due for transfer to the Investor Education and Protection Fund (IEPF). Unclaimed dividend amounting to Rs. 9,21,033/- for F.Y. 2009-10 was transferred to the IEPF on 24 November 2017. In terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the Company has transferred the corresponding shares to IEPF, where the dividends for the last seven consecutive years have not been claimed by the concerned shareholder.

Further, the unclaimed dividend in respect of F.Y. 2010-11 must be claimed by shareholders on or before 16 November 2018, failing which the Company will be transferring the unclaimed dividend and the corresponding shares to the IEPF within a period of 30 days from the said date. The concerned shareholders, however, may claim the dividend and shares from IEPF after complying with the prescribed procedure.

In terms of the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, your Company has made the relevant disclosures to the Ministry of Corporate Affairs (MCA) regarding unclaimed dividends and unclaimed shares along with interest accrued thereon. Your Company has also uploaded the prescribed information on www.iepf.gov.in and www.nilainfra.com.

INDIAN ACCOUNTING STANDARDS:

Pursuant to the notification, issued by the Ministry of Corporate Affairs dated 16 February 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, your Company, its Subsidiary Companies, Associate Companies and Joint Venture Companies have adopted “IND AS” with effect from 1 April 2017 and the financial statements have been prepared in accordance therewith. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has implemented the procedure and adopted practices in conformity with the code of Corporate Governance as enumerated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The management discussion & analysis and corporate governance report are made part of this report. A certificate from the Practicing Company Secretary regarding compliance of the conditions of corporate governance is given in annexure, which is attached hereto and forms part of the Directors’ report. Disclosure in terms of Schedule V (Part II) (Section II) (B) (iv) (IV) of the Companies Act, 2013 are mentioned in Corporate Governance Report as a part of this report.

STATUTORY AUDITORS AND AUDITORS’ REPORT:

The report of the statutory auditor is given in this annual report. There is no qualification, reservation or any adverse remark or disclaimer in the audit report of M/sB S R & Associates LLP. T.

COST AUDIT:

M/s Dalwadi & Associates, Cost Accountant, Ahmedabad (FRN: 000338) has conducted the audit of the cost record of the Company for the Financial Year 2017-18.

SECRETARIAL AUDITOR’S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors have appointed M/s Umesh Ved & Associates, Practicing Company Secretary, Ahmedabad as the secretarial auditor of the Company to conduct secretarial audit for the year 2017-18. The report of the Secretarial Auditor is annexed herewith as “Annexure E”. The report of the secretarial auditor is self explanatory and confirming compliance by the Company of all the provisions of applicable corporate laws.

The observations made in the Secretarial Audit Report are more of procedural delays due to administrative and operational reasons.

AUDIT COMMITTEE:

The Audit Committee constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, reviewed the financial results and financial statements, audit process, internal control system, scope of internal audit and compliance of related regulations as prescribed. The Composition and terms of reference of the audit committee is more specifically given in the Corporate Governance Report as a part of the Boards’ Report.

VIGIL MECHANISAM (WHISTLE BLOWER POLICY):

The company has established Vigil Mechanism (Whistle Blower Policy) in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 for the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct. The detail of the Whistle Blower Mechanism is explained in the Corporate Governance Report and the policy adopted is available on the Company’s website at www.nilainfra.com under investor segment.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an anti sexual harassment policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is no such instance reported during the year under review.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

In terms of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted Code of Conductprohibiting, regulating and monitoring the dealings in the securities of the Company by Directors, Designated Employees and Connected Persons while in possession of unpublished price sensitive information in relation to the securities of the Company. The code of conduct is available at the Company’s website at www.nilainfra.com under investor segment.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

There is no foreign exchange earnings and outgo during the year under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

DISCLOSURES UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014:

During the year your company has acquired entire share capital of M/s Nila Spaces Ltd. (Formerly known as Parmananday Superstructure Ltd.) and thereby made its wholly owned subsidiary company. A scheme of arrangement of demerger of Real Estate Undertaking of the Company was thereafter presented to and sanctioned by the Hon’ble NCLT - Ahmedabad bench with appointed date of 01 April 2017 and accordingly the subsidiaries, associates and joint ventures forming part of the real estate undertaking have been transferred to and vested into the resultant company M/s Nila Spaces Ltd. and therefore ceases to be so. In terms of the scheme; M/s Mega City Cinemall Pvt. Ltd; M/s Nila Projects LLP; M/s Nilsan Realty LLP; and M/s Fungdi Land Developers LLP have been transferred to and vested into the resultant company. In terms of the scheme of demerger the shareholding of the Company in Nila Spaces Ltd. have been cancelled and therefore it ceases to be wholly owned subsidiary of your Company.

Information of subsidiaries, associates and joint ventures which continue to be such after the scheme of arrangement; is given in “Annexure C” to this report.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India and approved by the Central Government.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR:

As regards investments by the Company, the details of the same are provided under Note No. 7 forming part of the financial statements of the Company for the financial year 2017-18. Details of loans given to other persons covered under Section 186 of the Companies Act, 2013 are given in the Note No. 33 relating to related parties to the financial statements.

RELATED PARTY TRANSACTIONS:

In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arm’s length basis. There are no material significant related party transaction made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative. All Related Party Transactions are placed before the audit committee / Board, as applicable, for their approval. Omnibus approval are taken for the transactions which are repetitive in nature. The Related Party Transactions that were entered into by the Company were to facilitate smooth functioning of the ordinary course of business and are in the interest of the Company. Accordingly the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

The policy on related party transactions as approved by the Board is available on the website of the company www.nilainfra.com under investor segment.

INTERNAL FINANCIAL CONTROL:

The Board of Directors has in terms of the requirements of Section 134(5)(e) of the Companies Act, 2013 laid down the internal financial controls. The Company has in place a well defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of properties, resources and assets, and the accurate reporting of financial transactions in the financial statements. The company continuously upgrades these systems. The internal control system is supplemented by extensive internal audits, conducted by independent firm of chartered accountants.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of the provisions of Section 135 of the Companies Act, 2013, your Company has constituted CSR Committee comprising of Shri Shyamal S. Joshi - Chairman, Shri Kiran B. Vadodaria and Shri Manoj B. Vadodaria as the other members. As a part of CSR, the Company has spent funds for the projects involving promotion of sanitation and preventive healthcare, education, and medical. As a part of Clean India Campaign, your Company is undertaking a project namely “My Own Street” to spread awareness of environmental protection and cleanliness by encouraging people to participate and make habit to keep the society clean.

The Annual Report on CSR activities for the Financial Year 201718 is annexed herewith as “Annexure A”. The policy on CSR is available at the website of the company at www.nilainfra.com under the investor segment.

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted Nomination and Remuneration Committee and adopted policy on appointment and remuneration of Directors and Key Managerial Personnel. The composition, terms of reference of the Committee and policy on appointment and remuneration of Directors and KMPs are given in the Corporate Governance Report as a part to the Boards’ Report.

MATERIAL CHANGES:

No material change have taken place after 31 March 2018; except the Hon’ble NCLT Ahmedabad bench has vide its order dated 09 May 2018 approved the scheme of demerger of real estate undertaking of the company into Nila Spaces Ltd. The scheme became effective upon filing of the order with the office of the Registrar of Companies on 17 May 2018. Consequently the financial statements of the company have been prepared in accordance with the applicable accounting standards and laws considering appointed date of 01 April 2017.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EMPLOYEE STOCK OPTION SCHEME:

During the year the ESOP scheme of the Company “Nila Infrastructures Ltd ESOP 2014”have been terminated and therefore the report thereon is not attached.

CREDIT RATING:

During the year under review, Brickwork Ratings India Pvt. Ltd. has reaffirmed the bank loan rating of the Company at “BBB ” (Stable) and “A2”, while CARE Ratings Ltd. has initiated the bank loan rating of the Company at “BBB ” and “A2” (Credit watch with developing implication).

DISCLOSURES IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The information as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the “Annexure D” to this report.

EXTRACT OF THE ANNUAL RETURN:

The extract of annual return in the prescribed form MGT-9 for the Financial Year 31 March 2018 is attached with the Directors’ Report as “Annexure B”.

APPRECIATIONS AND ACKNOWLEDGMENTS:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to become a meaningful player in the infrastructure industry. Your Directors would also like to places on record its appreciation for the support and cooperation your Company has been receiving from its Stakeholders, Corporations, Government Authorities, Joint Venture partners and others associated with the Company. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Financial Institutions, Government and Regulatory Authorities and Stock Exchanges, for their continued support. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Consultants and Advisors. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company’s endeavour to build and nurture strong links with the business based on mutuality of benefits, respect for and cooperation with each other, consistent with consumer interests.

For and on behalf of the

Board of Directors

Manoj B. Vadodaria

Date: 30 May 2018 Chairman & Managing Director

Place: Ahmedabad DIN: 00092053

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Mar 31, 2015

Dear Members,

The Directors of your company are pleased to present the 25th Annual Report to the Members with the audited financial statements for the year ended March 31,2015.

STATE OF AFFAIRS OF THE COMPANY Financial Results:

The performance of the Company for the financial year 2014-15 is as under:

(Rs. in Lacs) Standalone for the year ended Particulars 31/03/2015 31/03/2014

Total Income 13,171.85 10,014.92

Less: Total Expenditure 11,303.34 8,196.71

Profit Before Tax 1,868.51 1,818.21

Less: Current Tax 684.75 632.33

Deferred Tax (21.24) 0.82

Net Profit After Tax 1,205.00 1,185.06

Add: Balance Brought Forward from 4,845.44 4,105.78 previous year

Profit available for appropriation 6,050.44 5,290.84

Less: Reserve due to consolidation - -

Less: Depreciation 6.64 -

Less: Transfer to General Reserve - 100.00

Less: Proposed Dividend 370.23 295.23

Less: Dividend Distribution Tax 74.03 50.17

Surplus carried to Balance Sheet 5,599.54 4,845.44

Security Premium 5,678.34 2,678.34

General Reserve 524.77 524.77

Reserves [Excluding Revaluation Reserve] 11,802.65 8,048.55

Consolidated for the year ended Particulars 31/03/2015 31/03/2014

Total Income 13,174.74 10,069.18

Less: Total Expenditure 11,314.37 8,254.50

Profit Before Tax 1,860.37 1,814.68

Less: Current Tax 684.75 632.89

Deferred Tax (21.24) 0.83

Net Profit After Tax 1,196.86 1,180.96

Add: Balance Brought Forward from 4,770.84 4,078.24 previous year

Profit available for appropriation 5,967.70 5,259.20

Less: Reserve due to consolidation 50.71 42.96

Less: Depreciation 6.64 -

Less: Transfer to General Reserve - 100.00

Less: Proposed Dividend 370.23 295.23

Less: Dividend Distribution Tax 74.03 50.17

Surplus carried to Balance Sheet 5,466.09 4,770.84

Security Premium 5,678.34 2,678.34

General Reserve 524.77 524.77

Reserves [Excluding Revaluation 11,669.20 7,973.95 Reserve]

REVIEW OF OPERATIONS:

Your Company's primary area of operations include construction and development of infrastructure and real estate projects. The majority of the projects of your Company are being executed in Gujarat and one at Rajasthan.

During the year under review, total operational revenue of the Company increased by 28 % from Rs. 96.65 lac to Rs. 124.40 lac as compared to the previous financial year. The increase in turnover is predominantly due to higher operational activities at multiple projects as well as higher number of operational projects during the year. Out of the total turnover; the contribution of infrastructure projects is 65 % and remaining from the real estate, trading and leasing activities.

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANY PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

As per Section 129 (3) of the Companies Act, 2013 and Clause 32 of the listing agreement your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report.

In terms of proviso to Section 129(3) and rule 8(1) of the Companies (Accounts) Rules, 2014, the silent features and financial position of the subsidiary companies, associates and joint ventures are mentioned in the notes to the accounts.

DIVIDEND:

The Directors have recommended payment of dividend of Rs. 0.10 per equity share of Rs. 1 each i.e. 10% of paid up capital. The dividend payout will absorb an amount of Rs. 370.23 lac. The dividend will be paid to the members, whose name appears in the register of members as on August 24, 2015.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013.

INSURANCE:

All the existing properties of the Company are adequately insured. DIRECTORATE:

Pursuant to Section 152 of the Companies Act, 2013, Shri Dilip D. Patel, (DIN:01523277) Director of the Company retires by rotation at the ensuing Annual General Meeting of the company and being eligible offers himself for reappointment.

During the year Mr. Akhilesh C. Mehta has resigned as a Director. The Board took note of the contribution made by him in the growth of the company.

During the year under review at the 24th Annual General Meeting your Company has appointed Shri Shyamal S. Joshi, Shri Ashok R. Bhandri, Shri Harcharansingh P Jamdar, and Shri Hiren G. Pandit as Independent Directors in terms of Section 149 of the Companies Act, 2013.

Further in terms of the provisions of Section 203 of the Companies Act, 2013 Mr. Manoj B. Vadodaria, Managing Director; Mr. Prashant H. Sarkhedi, Chief Finance Officer; and Mr. Dipen Y. Parikh, Company Secretary have been designated as Key Managerial Personnel. Further in terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has appointed Ms. Foram B. Mehta as a Woman Director on March 28, 2015. The appointment of Ms. Foram B. Mehta is made by the Board of Directors under Section 161 of the Companies Act, 2013.

Pursuant to the requirement of Section 149 (7) of the Companies Act, 2013, the Independent Directors have submitted their declarations to the Board that they meet the criterion of independence as provided in Section 149 (6) of the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, an annual performance evaluation of the members of the Board of its own individually and working of the various committees of the Board was carried out. The manner in which the performance evaluation was carried out has been explained in the Corporate Governance Report.

Board Meetings:

During the year under review 7 (seven) Board Meetings and 4 (four) Audit Committee Meetings were held. The details of the meetings are given in the Corporate Governance Report as a part to the Boards' Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013 your Directors confirm that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis; and

e) Proper internal financial controls are in place and that the financial controls are adequate and were operating effectively.

f) The Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ISSUE OF SECURITIES ON PRIVATE PLACEMENT BASIS:

During the year under review your Company has issued and allotted 75,000,000 equity shares of Rs. 1 each at an issue price of Rs. 5 per share on private placement basis to the persons other than promoters. Further the company has issued 22,500,000 warrants convertible into equivalent numbers of equity shares to the promoters and promoter group at an issue price of Rs. 5 per warrant on private placement basis. The utilisation of the money raised through this private placement has been made for the purpose mentioned in the explanatory statement of the notice of the General Meeting and Private Placement Offer Letter.

INCREASE IN AUTHORIZED CAPITAL:

In order to facilitate the issue of equity shares and convertible warrants on private placement basis; the authorised share capital of the Company has been increased from Rs. 3,500 lac to Rs. 5,000 lac by creation of 1,500 lacs equity shares of Rs. 1 each.

LISTING OF SHARES:

Equity shares of your Company are listed at Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd (NSE). Your Directors are pleased to inform that the equity shares of your Company have been listed and admitted for dealing at NSE w.e.f May 21, 2015. The Company has duly paid the annual listing fees for the financial year 2015-16 to the exchanges. Adequate care has been taken to comply with all the norms and requirements as per the provisions of the listing agreements. The Company's shares are under 'Compulsory Demat'. The ISIN allotted to the equity share of the Company is INE937C01029. As directed by the SEBI Circular, your Company has appointed M/s MCS Ltd as its Registrar and Share Transfer Agent to undertake transfer of physical share certificates besides acting as an electronic registrar.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has generally implemented the procedure and adopted practices in conformity with the code of Corporate Governance as enumerated in clause 49 of the listing agreement with the stock exchanges. The management discussion and analysis and corporate governance report are made a part of this report. A certificate from the company secretary in practice regarding compliance of the conditions of corporate governance is given in annexure, which is attached hereto and forms part of the Directors' report.

Disclosure in terms of Schedule V (Part II) (Section II) (B) (iv) (IV) of the Companies Act, 2013 are mentioned in Corporate Governance Report as a part of this report.

STATUTORY AUDITORS:

M/s. O. P Bhandari & Co. (FRN:112633W), Chartered Accountants, Ahmedabad retires at the ensuing Annual General Meeting and is eligible for reappointment. The Company has received a certificate from them that their re-appointment if approved by the shareholders would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The members are requested to appoint auditors to hold office until the conclusion of the next annual general meeting of the Company.

AUDITORS' REPORT:

Observations of the auditors in their report together with the notes on accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

SECRETARIAL AUDITOR'S REPORT:

Pursuant to the provisions 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 R S Sharma & Associates (ACS 3126), Company Secretaries to undertake the secretarial audit of the Company. The report of the Secretarial Auditor is annexed herewith. The report of the Secretarial Auditor is self explanatory.

AUDIT COMMITTEE:

The audit committee constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement reviewed the financial results and financial statements, audit process, internal control system, scope of internal audit and compliance of related regulations as prescribed under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Composition and terms of reference of the audit committee is given in the Corporate Governance Report as a part of the Boards' Report.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The company has established Vigil Mechanism (Whistle Blower Policy) in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement for the employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct. The details of the Whistle Blower Mechanism is explained in the Corporate Governance Report and policy is available on the company's website.

DISCLOSURE IN TERMS OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an anti sexual harassment policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is no such instance reported during the year under review.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

Detail of foreign exchange earnings and outgo form part of the financial statement for the year under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR:

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

In terms of Clause 49 of the Listing Agreement the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arm's length basis. There are no material significant related party transactions made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative exceeding the limit prescribed under Section 188 (1) of the Companies Act, 2013 read with Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014.

BUSINESS RISK MANAGEMENT:

In terms of the requirement of Clause 49 of the Listing Agreement; the Company has constituted Business Risk Management Committee. The details of the Committee and terms of reference are given in the Corporate Governance Report forming part of the Board of Directors' Report.

The Company has adopted a policy indentifying and evaluating various business risks and mechanism to mitigate the risk. The policy aims to provide framework for the evaluation of various risk and entire risk management. The key business risks identified by the Company are as under.

Cyclic Nature of Business:

Your Company's primary area of operations includes construction and development of infrastructure and real estate projects which has a cyclic nature. The operations of your Company may be affected by any downturn in economy. To mitigate the impact of any slowdown in economy the management of your Company focuses on constructing urban infrastructure projects i.e affordable housing projects of Government wherein risk is considered to be less. With respect to real estate projects the Company considers various scientific parameters for selection of projects to ensure successful completion.

Competition Risk:

Competition in business is inevitable. The business in which your Company operates is highly competitive in nature with the presence of regional players and the new entrance of big corporates having pan India operations.

To mitigate this risk your Company focuses on providing quality products, improving after sales services and applying robust marketing strategy.

Interest Rates and Monetary Policy:

The business of your Company is highly capital intensive and considering the long gestation period of housing and infrastructure projects; the Company requires long term working capital from time to time. Further the demand of housing is also linked with the rate of housing loans. Any increase in the base rates or any decision of the Central Bank to tighten the liquidity in the economy; increases the finance cost of your Company and consequently impacts profitability. To mitigate this risk, the Company focuses on better financial management practices to obtain cheaper funds and ensures optimal utilization thereof.

Other Risks:

There are other risks which may affect the smooth functioning of your company i.e. shortage of labour may delay the execution of projects.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of the provisions of Section 135 of the Companies Act, 2013, your Company has constituted CSR Committee. As a part of its initiatives under CSR, the Company has spent funds for the projects involving Promotion of Sanitation and preventive Healthcare. As a part of the Clean India Campaign, your company has initiated "My Own Street" campaign to spread awareness of environmental protection and cleanliness by encouraging people to participate and make it a habit to keep the society clean.

The Annual Report on CSR activities is annexed herewith as: 'Annexure A'.

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted a Nomination and Remuneration Committee and adopted a policy on appointment and remuneration of the Directors and Key Managerial Personnel. The composition, terms of reference of the Committee and policy on appointment and remuneration of Directors and Key Managerial Personnel are given in the Corporate Governance Report as a part to the Boards' Report.

MATERIAL CHANGES

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

COST AUDIT:

The Board has appointed M/s. Dalwadi & Associates, Cost Accountant (FRN 000338) to conduct the audit of the cost record for the financial year 2015-16.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EMPLOYEE STOCK OPTION SCHEME:

The stock options granted to the eligible employees operate under the "Nila Infrastructures ESOP- 2014". The disclosures as required under the law have been made in the 'Annexure B' to this report.

DISCLOSURES IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The information required pursuant to rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return in the prescribed form MGT-9 for the financial year March 31, 2015 is attached with the Boards' Report as 'Annexure C'.

ACKNOWLEDGMENTS

Your Directors take this opportunity to acknowledge with gratitude the trust reposed in the Company by the Shareholders, Investors, Customers, Corporations and Government Authorities. Directors of your Company specifically express their gratitude to the Bankers and Financial Institutions who have extended immense support to the Company for implementation of all the projects in time. Further, your Directors also keenly appreciate the dedicated commitment of the employees without which the sustained progress of the Company would not have been a reality.

For & on Behalf of the Board of Directors

Date: May 25, 2015 Manoj B. Vadodaria Place: Ahmedabad Chairman & Managing Director DIN: 00092053

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Mar 31, 2014

Dear Members,

The Directors of your company are pleased to present the 24th Annual Report to the Members with the audited financial statements for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The performance of the Company for the financial year 2013-14 is as under: (Rs in Lacs)

Particulars For the year ended 31st March, 31st March, 2014 2013

Total Income 10014.92 9754.65

Less: Total Expenditure 8196.71 7825.61

Profit Before Tax 1818.21 1929.04

Less: Current Tax 632.33 641.50

Deferred Tax 0.82 4.57

Net Profit After Tax 1185.06 1282.97

Add: Balance Brought Forward from previous year 4105.78 3268.20

Profit available for appropriation 5290.84 4551.17

Less: Transfer to General Reserve 100.00 100.00

Less: Proposed Dividend 295.23 295.23

Less: Dividend Distribution Tax 50.17 50.17

Surplus carried to Balance Sheet 4845.44 4105.77

Security Premium 2678.34 2678.34

General Reserve 524.77 424.77

Reserves

[Excluding Revaluation Reserve] 8048.55 7208.88

Paid up Share Capital 2952.26 2952.26

Net Worth 11000.81 10,161.14

REVIEW OF OPERATIONS:

Your Company is engaged primarily in the business of urban infrastructure development, real estate, construction of housing projects and leasing of properties.

In spite of the slow down in the economy in general and in real estate and construction sector in particular, your Company has reported increase in turnover due to efficient management of resources and timely exection of projects.

During the year under review, total turnover of the Company increased by 2.67% from Rs. 9754.65 to Rs. 10014.92 as compared to the previous financial year.

EXPANSION PLANS:

Your Company foresees acceleration in growth of infrastructural development in the nation in general and in the city where your

company mainly operates owing to the expectation of steady government, reforms of policies, faster approvals of pending projects and overall improvement in the investment sentiment of the economy. This is likely to provide ample opportunities to infrastructure developers in one or another way. Your Company endeavors to identify profitable projects and bid for the same.

As mentioned during previous year, your Company has obtained several projects of construction of Affordable Housing and is also looking to bid several other projects as and when opportunity appears. The Company anticipates enormous opportunity in the affordable housing segment in years to come. The Company is also under planning to develop its own land by various residential housing schemes in the back of expected housing demand in years to come.

Your Company foresees to expand its leasing activities to ensure steady cash flow income and planning is under process to offer some immovable properties and land on long term lease to repute corporate.

DIVIDEND:

The Directors have recommended payment of dividend of Rs. 0.10 per equity share of Re. 1 each i.e 10 % of paid up capital. The dividend pay out will absorb an amount of Rs. 295.23 Lacs. The dividend will be paid to the members, whose name appears in the register of members as on 16th September, 2014.

CORPORATE SOCIAL RESPONSIBILITY:

During the year under review your Company has approached the Waste Management Department of the Ahmadabad Municipal Corporation with a proposal to initiate a campaign, for awareness of environmental protection, proper removal of solid waste, at Makarba area where the majority of the residential schemes of the Company are constructed. The proposal is under active consideration with the corporation.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted / renewed any deposits covered under the provisions of Section 58A of the Companies Act, 1956.

ISO 9001:2008

Your Company has maintained its Quality Management System to the international standards of ISO 9001:2008 Company is striving to maintain its commitment to customer''s expectations for quality work and adherence of time schedule and safety at work sites.

HUMAN RESOURCE MANAGEMENT:

Employees are vital input of your Company. Your Company created a favorable work environment that encourages innovation and superior performance. Your Company has also set up a scalable recruitment and human resource management process, which enables your Company to attract and retain high caliber employees.

EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceiling prescribed under the provisions of Section 217

(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

DIRECTORS:

Pursuant to Section 152 of the Companies Act, 2013 (Corresponding section 256 of the Companies Act 1956), Mr. Dilip D. Patel Director of the Company retires by rotation at the ensuing annual general meeting of the Company and being eligible offers himself for reappointment.

During the year under review Mr. Ashok R Bhandari has been appointed as an additional director of the Company. Further in terms of section 161 (1) of the Companies Act, 2013, the Board of Directors has, at its meeting held on 29th May, 2014, appointed Mr. Harcharansingh P. Jamdar as an additional director.

Mr. Ashok R. Bhandari, Mr. Harcharansingh P. Jamdar, Mr. Hiren G. Pandit and Mr. Shyamal S. Joshi, directors of the Company, are being appointed as independent directors for five consecutive years for a term w.e.f 20th September, 2014 as per provisions of Section 149 and other applicable provisions of the Companies Act 2013

AUDITORS:

The present Auditor M/s O. P. Bhandari & Co, Chartered Accountants. Ahmedabad retires at the forthcoming annual general meeting and being eligible offer themselves for re-appointment

The Company has received certificate from them that their appointment if approved by shareholders, would be within the ceiling prescribed under section 224 (1B) of the Companies Act, 1956.

AUDITOR''S OBSERVATIONS:

Observations of the Auditors in their report together with the notes on accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended to this report.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with Certificate on Corporate Governance by O.P.Bhandari & Co, Chartered Accountants, Ahmedabad.

As part of the good Corporate Governance practices, we have obtained a Secretarial Audit Report from M/s R.S. Sharma & Associates, Company Secretaries, Ahmedabad, in respect of compliance of all rules, regulations, under the various applicable provisions of the Companies Act, 1956 and the applicable regulations under the Listing Agreement entered with stock exchange. A copy of the said report is appended to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 your directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a going concern basis.

STATUTORY DISCLOSURES REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Detail of foreign exchange earning and outgo form part of the financial statement for the year under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particular in the Report of the Board of Directors) Rules, 1988.

INSURANCE:

All the existing properties of the Company are adequately insured.

MATERIAL CHANGES:

No material changes have taken place since the closure of the financial accounts upto the date of the report, which may substantially affect the financial performance, or financial statements of the Company

AUDIT COMMITTEE:

The audit committee constituted in accordance with Clause 49 of the Listing Agreement reviewed the internal control system, scope of internal audit and compliance of related regulations. The Audit Committee also reviewed at length and approved the Financial Statements before the same were considered by the Board of Directors of the Company.

COST AUDIT COMPLIANCE CERTIFICATE:

Your Company has, in compliance of the provisions of the Companies (Cost Accounting Record) Rules 2011, read with Rules and Regulation made there under by the Cost Audit Branch of the Ministry of Corporate Affairs; obtain compliance certificates from M/s J B Mistri & Co., Cost Accountants, Ahmedabad.

LISTING OF SHARES:

Equity shares of your Company are presently listed at Bombay Stock

Exchange Limited (BSE). The Company has duly paid the annual listing fees for the year 2014-15 to the exchange. Adequate care has been taken to comply all the norms and requirements as per the provisions of the Listing Agreement. The Companies shares are under ''Compulsory Demat''. The ISIN allotted to the equity share of the Company is INE937C01029. As directed by the SEBI Circular, your Company has appointed M/s MCS Ltd as its Registrar and Share Transfer Agent to undertake transfer of physical share certificates besides acting as electronic registrar.

ACKNOWLEDGEMENT:

Your Directors place on record its gratitude to the Stakeholders, Banks, Valued clients, suppliers and Business Associates and employees of the Company for their continued support and confidence. Your Directors also place on record their appreciation, commitment and contribution made by employees at all levels and look forward for their continued support in future as well.

For & on Behalf of the Board of Directors Manoj B. Vadodaria Chairman & Managing Director DIN : 00092053

Place: Ahmedabad Date: 29.05.2014

---

Mar 31, 2013

Dear Members,

The Directors of your company are pleased to present the 23rd Annual Report to the Members with the audited financial statements for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The performance of the Company for the financial year 2012- 13 is as under:

(Rs. in Lacs)

Particulars For the year ended 31st March 31st March 2013 2012

Total Revenue 9,754.65 9,061.95

Less: Total Expenditure 7,825.61 7,254.94

Profit Before Tax 1,929.04 1,807.01

Less: Current Tax 641.50 551.44

D eferred Tax 4.57 11.11

Net Profit After Tax 1,282.97 1,244.46

Add: Balance Brought Forward

from previous year 3,268.20 2,466.86

Profit available for appropriation 4,551.17 3,711.32

Less: Transfer to General Reserve 100.00 100.00

Less: Proposed Dividend 295.23 295.23

Less: Dividend Distribution Tax 50.17 47.89

Surplus carried to Balance Sheet 4,105.77 3,268.20

Security Premium 2,678.34 2,678.34

General Reserve 424.77 324.77

Reserve [Excluding Revaluation Reserve 7,208.88 6,271.31

Paid up Share Capital 2,952.26 2,952.26

Net Worth 10,161.14 9,223.57

REVIEW OF OPERATIONS :

Your Company is engaged primarily in the business of real estate, construction of housing projects and urban infrastructure development.

Your Company has during the year successfully completed some ongoing projects including "ANURAADHAA”, joint venture scheme "ANANYA” and construction work of "Venus IVY”. Projects like construction of bungalows for Applewoods Township, Construction work assigned by Adani Group at its prestigious township at Tragad, erection of bus shelters of BRTS projects are under progress as per the schedule. In spite of the slow down in the economy in general and in real estate and construction sector in particular, your Company has reported increase in turnover and profitability due to efficient management of resources and timely execution of projects.

EXPANSION PLANS :

Your Company has been actively ascertaining opportunities in new avenues in the industry. Land acquisition, plan approvals of new residential projects are in process. Residential projects for Economically Weaker Section (EWS) is under appraisal where the management anticipates enormous demand in years to come. Under the infrastructure activities, the Company continuously endeavors to identify the lucrative projects and bid for the same. Your Company envisages opportunity in affordable housing segment due to huge demand. Your Company foresees to expand its leasing activities to ensure steady cash flow income and planning is under process to offer some immovable properties and land on long term lease to repute corporate.

DIVIDEND :

The Directors have recommended payment of dividend of Rs. 0.10 per equity share of Rs. 1 each i.e 10 % of paid up capital. The dividend pay out will absorb an amount of Rs. 295.23 Lacs. The dividend will be paid to the members, whose name appears in the register of members as on 1st July, 2013.

PUBLIC DEPOSITS :

During the year under review, your Company has not accepted / renewed any deposits covered under the provisions of Section 58A of the Companies Act, 1956.

ISO 9001:2008 :

Your Company has maintained its Quality Management System to the international standards of ISO 9001:2008 Company is striving to maintain its commitment to customer''s expectations for quality work and adherence of time schedule and safety at work sites.

CREDIT RATING :

The Board of Directors are pleased to report that the India Ratings & Research Private Limited (A Fitch Group Company) has assigned the ratings on the Fund Based Facilities amounting to Rs. 419.5 millions at IND BBB- and Non Fund Based Facilities amounting to Rs. 57.5 Millions at IND BBB- / IND A3. Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk.

HUMAN RESOURCE MANAGEMENT :

Employees are vital input of your Company. Your Company created a favorable work environment that encourages innovation and superior performance. Your Company has also set up a scalable recruitment and human resource management process, which enables your Company to attract and retain high caliber employees.

EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceiling prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees ) Rules, 1975, as amended.

DIRECTORS:

Pursuant to Section 256 of the Companies Act, 1956, Shri Shyamal S. Joshi Director of the Company retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment. The Board of Directors of your Company has reappointed Shri Manoj B. Vadodaria as Chairman & Managing Director w.e.f 09.02.2013 for a period of five years subject to the approval of the members of the Company. The members are requested to pass necessary special resolution at the AGM.

AUDITORS:

The present Auditor M/s O. P. Bhandari & Co, Chartered Accountants, Ahmedabad retires at the forthcoming Annual General Meeting and being eligible offer themselves for re- appointment.

The Company has received certificate from them that their appointment, if approved by shareholders, would be within the ceiling prescribed under section 224 (1B) of the Companies Act, 1956. The members are requested to reappoint the auditors to hold office until the conclusion of the next Annual General Meeting.

AUDITOR''S OBSERVATIONS:

Observations of the Auditors in their report together with the Notes to the financial statements are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

MANAGEMENT DISCUSSION AND ANALYSIS :

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended to this report.

CORPORATE GOVERNANCE :

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with Certificate on Corporate Governance by O.P.Bhandari & Co, Chartered Accountants, Ahmedabad. As part of the good Corporate Governance practices, we have obtained a Secretarial Audit Report from M/s. R. S. Sharma & Associates, Practicing Company Secretary, Ahmedabad, in respect of compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956 and the applicable regulations under the Listing Agreement entered with stock exchange. A copy of the said certificate is appended to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act,1956, your directors confirm:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a going concern basis.

STATUTORY DISCLOSURES REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Details of foreign exchange earning and outgo form part of the notes to the financial statement for the year under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particular in the Report of the Board of Directors) Rules, 1998.

INSURANCE:

All the existing properties of the Company are adequately insured.

MATERIAL CHANGES:

No material changes have taken place since the closure of the financial accounts upto the date of the report, which may substantially affect the financial performance or financial statements of the Company.

AUDIT COMMITTEE:

The audit Committee constituted in accordance with Clause 49 of the Listing Agreement, reviewed the internal control system, scope of internal audit and compliance of related regulations. The Audit Committee also reviewed at length and approved the Financial Statements before the same were considered by the Board of Directors of the Company.

COST AUDIT COMPLIANCE CERTIFICATE:

Your Company has in compliance of the provisions of the Companies (Cost Accounting Record) Rules 2011, read with Rules and Regulation made there under by the Cost Audit Branch of the Ministry of Corporate Affairs; obtained compliance certificates from M/s J B Mistri & Co., Cost Accountants, Ahmedabad.

LISTING OF SHARES:

Equity shares of your Company are presently listed at Bombay Stock Exchange Limited (BSE). The Company has duly paid the annual listing fees for the year 2013-14 to the exchange. Adequate care has been taken to comply all the norms and requirements as per the provisions of the Listing Agreement. The Companies shares are under ''Compulsory Demat''. The ISIN allotted to the equity share of the Company is INE937C01029. As directed by the SEBI Circular, your Company has appointed M/s MCS Ltd as its Registrar & Share Transfer Agent to undertake transfer of physical transfers of share certificates besides acting as electronic registrar.

ACKNOWLEDGEMENT:

Your Directors place on record its gratitude to the Stakeholders, Banks, Valued clients, suppliers and Business Associates and employees of the Company for their continued support and confidence. Your Directors also place on record their appreciation, commitment and contribution made by employees at all levels and look forward for their continued support in future as well.

For and on Behalf of the Board of Directors

Place: Ahmedabad Manoj B. Vadodaria

Date: 14th May, 2013 Chairman & Managing Director

---

Mar 31, 2012

The Directors of your company are pleased to present the 22nd Annual Report to the Members with the audited financial statements for the year ended 31st March, 2012.

FINANCIAL RESULTS :

The performance of the Company for the financial year 2011-12 is as under:

(Amount in Rs.)

Particulars For the year ended For the year ended 31st March, 2012 31st March, 2011

Total Revenue 90,61,95,735 91,09,05,789

Less: Total Expenditure 72,54,93,997 73,82,37,377

Profit Before Tax 18,07,01,738 17,26,68,412

Less: Current Tax 5,51,44,012 4,03,13,445

Deferred Tax 11,11,484 (23,98,753)

Net Profit After Tax 12,44,46,242 13,47,53,720

Add: Balance Brought Forward from previous year 24,66,86,111 15,62,44,466

Profit available for appropriation 37,11,32,353 29,09,98,186

Less: Transfer to General Reserve 1,00,00,000 1,00,00,000

Less: Proposed Dividend 2,95,22,620 2,95,22,620

Less: Dividend Distribution Tax 47,89,455 47,89,455

Surplus carried to Balance Sheet 32,68,20,278 24,66,86,111

Paid up Share Capital 29,52,26,200 29,52,26,200

Reserves [Excluding Revaluation Reserve] 62,71,30,468 53,69,96,301

Net Worth 92,23,56,668 83,22,22,501

REVIEW OF OPERATIONS :

Your Company is engaged primarily in the business of real estate, construction of housing projects and urban infrastructure development.

In spite of industry being under stress, your Company has successfully maintained its performance due to improved operations and activities. During the year under review residential housing flats schemes "ANVAYAA" and "ANAAHATA" have been successfully completed and Company has started giving possessions to the prospective acquirers. Construction work of joint venture residential scheme "ANANYA" is in full swing and is under completion stage.

During the year your Company has commenced a 200 residential units scheme namely "ATUULYAM". It is luxurious residential flats scheme comprising of 200 units of 2 & 3 BHK near premium location of Prahladnagar in Ahmedabad. For effective completion of the project your Company has made association with "Progetto Italia Consultants" - a reputed Project Management Consultancy firm based at Dubai.

Under infrastructure activity your Company has been awarded contract for construction of 23 Bus Shelters of BRTS by the Ahmedabad Municipal Corporation. The Company has obtained a contract from M/s Adani Infrastructure and Developers Pvt. Ltd. for construction of residential apartments at Tragad, Ahmedabad.

The Company has successfully completed the construction work of some projects of other corporate including Adani Group, Singla Engineers & Contractors Pvt. Ltd. and RJD Integrated Textile Park Limited.

EXPANSION PLANS :

Your Company has been actively ascertaining opportunities in new avenues in the industry. Land acquisition, plan approvals of new residential projects are in process. Residential projects for Economically Weaker Section (EWS) is under appraisal where the management anticipates enormous demand in years to come.

The Company is also ascertaining the opportunities in project management consultancy business in association with other reputed firms.

Under the infrastructure activities, the Company proposes to identify the lucrative projects and bid for the same. Your Company envisages huge opportunity in construction through pre cast technology. The Company emphasis to promote the technology for future infrastructure projects.

Further the Company has incorporated an LLP namely "Fangdi Land Developers LLP" in partnership with reputed M/s Pacifica Developers Pvt. Ltd. The LLP proposes to develop plotting schemes, housing and infrastructure project.

Your Company foresees to expand its leasing activities to ensure steady cash flow and planning is under process to offer some immovable properties and land on long term lease to reputed corporates.

DIVIDEND :

The Directors have recommended payment of dividend of Rs. 0.10 per equity share of Rs. 1 each i.e 10 % of paid up capital. The dividend pay out will absorb an amount of Rs. 295.23 Lacs. The dividend will be paid to the members, whose name appears in the register of members as on 10th September, 2012.

PUBLIC DEPOSITS :

During the year under review, your Company has not accepted / renewed any deposits covered under the provisions of Section 58A of the Companies Act, 1956.

SUBSIDIARIES :

Your Company has in joint venture with M/s Progetto Consultants India Pvt. Ltd incorporated a subsidiary Company namely "Progetto Soluzioni Pvt. Ltd" vide Certificate of Incorporation dated 11th July, 2012. The joint venture company proposes to render project management consultancy services to the real estate and infrastructure projects in the industry.

ISO 9001:2008 :

Your Company has maintained its Quality Management System to the international standards of ISO 9001:2008. Company is striving to maintain its commitment to customer's expectations for quality work and adherence of time schedule and safety at work sites.

HUMAN RESOURCE MANAGEMENT :

Employees are vital input of your Company. Your Company created a favorable work environment that encourages innovation and superior performance. Your Company has also set up a scalable recruitment and human resource management process, which enables your Company to attract and retain high caliber employees.

EMPLOYEES :

There was no employee during the year drawing remuneration in excess of the ceiling prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees ) Rules, 1975, as amended.

DIRECTORS :

Pursuant to Section 256 of the Companies Act, 1956, Shri Akhilesh C. Mehta, Director of the Company retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re- appointment.

AUDITORS :

The present Auditor M/s O. P. Bhandari & Co, Chartered Accountants, Ahmedabad retires at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received certificate from them that their appointment, if approved by shareholders, would be within the ceiling prescribed under section 224 (1B) of the Companies Act, 1956. The members are requested to re- appoint the auditors to hold office until the conclusion of the next Annual General Meeting.

AUDITOR'S OBSERVATIONS :

Observations of the Auditors in their report together with the Notes to financial statements on accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

MANAGEMENT DISCUSSION AND ANALYSIS :

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended to this report.

CORPORATE GOVERNANCE :

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with Certificate on Corporate Governance by O.P.Bhandari & Co, Chartered Accountants, Ahmedabad.

As part of the good Corporate Governance practices, we have obtained a Secretarial Audit Report from M/s R.S. Sharma & Associates, Practicing Company Secretary, Ahmedabad, in respect of compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956 and the applicable regulations under the Listing Agreement entered with stock exchange. A copy of the said certificate is appended to this report.

DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the provisions of Section 217(2AA) of the Companies Act,1956, your directors confirm:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a going concern basis.

STATUTORY DISCLOSURES REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 :

Details of foreign exchange earning and outgo form part of the notes to the financial statement for the year under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particular in the Report of the Board of Directors) Rules, 1998.

INSURANCE :

All the existing properties of the Company are adequately insured.

MATERIAL CHANGES :

No material changes have taken place since the closure of the financial accounts and upto the date of the report, which may substantially affect the financial performance or financial statements of the Company.

AUDIT COMMITTEE :

The audit Committee constituted in accordance with Clause 49 of the Listing Agreement, reviewed the internal control system, scope of internal audit and compliance of related regulations. The Audit Committee also reviewed at length and approved the Financial Statements before the same were considered by the Board of Directors of the Company.

COST AUDIT COMPLIANCE CERTIFICATE :

Your Company has in compliance of the provisions of the Companies (Cost Accounting Record) Rules 2011, read with Rules and Regulation made there under by the Cost Audit Branch of the Ministry of Corporate Affairs; obtained compliance certificates from M/s J B Mistri & Co., Cost Accountants, Ahmedabad.

LISTING OF SHARES :

Equity shares of your Company are presently listed at Bombay Stock Exchange Limited (BSE). The Company has duly paid the annual listing fees for the year 2012-13 to the exchange. Adequate care has been taken to comply all the norms and requirements as per the provisions of the Listing Agreement. The Company's shares are under 'Compulsory Demat'. The ISIN allotted to the equity share of the Company is INE937C01029. As directed by the SEBI Circular, your Company has appointed M/s MCS Ltd as its Registrar & Share Transfer Agent to undertake transfer of physical transfers of share certificates besides acting as electronic registrar.

Your Company proposes to enlist the equity shares on the premium National Stock Exchange of India Limited (NSE) and application thereof is in process.

ACKNOWLEDGEMENT :

Your Directors place on record its gratitude to the Stakeholders, Banks, Valued clients, suppliers and Business Associates for their continued support and confidence. Your Directors also place on record their appreciation, commitment and contribution made by employees at all levels and look forward for their continued support in future as well.

For and on Behalf of the Board of Directors

Place: Ahmedabad Manoj B. Vadodaria

Date: 7th August, 2012 Chairman & Managing Director

---

Mar 31, 2011

Dear Members,

The Directors of your company are pleased to present the 21th Annual Report to the Members with the audited financial statements for the year ended 31st March 2011.

1. FINANCIAL RESULTS:

The performance of the Company for the financial year 2010- 2011 are as under:

(Rs.in Lacs)

Particulars For the year ended For the year ended 31st March 2011 31st March 2010

Total Income 9,109.03 6,996.99

Less: Total Expenditure 6,859.57 4,930.66

Profit Before Interest, Depreciation & Tax 2 243.46 2 066.33

Less: Interest and Finance Charges 448.57 404.85

Less; Depreciation 72.21 65.42 Profit Before Taxation 1728.68 1596.06

Less: Provision for income Tax/ Wealth tax 323.90 269.43

less: Deferred Ten (Assets /Liabilities (23.99) (12.99)

Less: MAT order available for set off 79.59 60.70

Less : Prior period expenses 1.64 0.18

Net profit 1347.54 1374.16

Add:-Balance brought forward from previous year 1562.44 633.69

Profit available for appropriation 2909.98 2007.85

Less: Transfer to General Reserve 100.00 100.00

Less: Proposed Dividend 295.23 295.23

Less: Dividend Distribution Tax 47.89 50.18

Surplus carried to

Balance Sheet 2466.86 1562,44

Paid up Share Capital 2952.26 1232.26

Share Capital suspense - 1720.00

Reserves [Excluding

Revaluation Reserve] 5369.96 4365.55

Net Worth 8322.22 7317.81

2 REVIEW OF OPERATIONS:

During the year under review your Company has completed some of the projects on hand and has made considerable progress on some other projects. Land mark achievement was completion or BRTS Bus Shelter project on three routes under Phase-1 In Ahmedabad City. By execution of (his project your Company has got Remarkable recognition and appreciation in executing the urban infrastructure Development Projects of Govt/ Local Authority Similarly work on other Infrastructure projects like RJD Textile Park is in progress as per as schedule.

Asmaakam Phase-2. which was under construction last year, has been completed and members have been given possession of their Flats. Other residential flats schemes of the company like ANVAYAA and ANAAHATA and Scheme in joint venture 'ANANYA' have also shown considerable progress during the year.

3 EXPANSION Plans:

considering the recent slow pace of growth in Construction industry, your company; has adopted GO SLOW' approach. However, process of land acquisition and process or approval of plans is taking place. Keeping the industry outlook in mind, the company may consider launching new residential flats schemes.

Under infrastructure activity, the company has put bid for the tenders for the construction of BRTS bus Shelters on two routes under Phase 2 of BRTS project.

4 DIVIDEND:

The Directors have recommended payment of dividend of Rs,0.10 per equity share of re.1 each i.e I0 % of paid up capital. The dividend pay out will absorb an amount of Rs. 295.23 Lacs. The dividend will be paid to the members whose name appears in the register of members as on 5th September. 2011.

5 CHANGES IN SHARE CAPITAL

During the year under review your Company had made allotment of 172000000 equity shares of Re. 1/- each at a premium of Rs. 1.20/- per-share on 24th July, 2010 to the shareholders of Pearl Stock holdings pvt. Ltd [PSHPL] pursuant to the scheme of amalgamation of PSHPL with Nil Consequently the paid up equity share capital of the Company Stood increased 10 Re, 29 52 25 200/- comprising of 29 52 26 200 equity shares of Re.1 each.

6 PUBLIC DEPOSITS;

During the year under review, your Company has not accepted / renewed any deposits covered under live provisions of Section 5SA of the Companies ACT 1956.

7 SUBSIDIARIES:

Presently there is no subsidiary company of your Company.

8 IS0 9001:20O8:

Your Company has maintained its Quality Management System to the international Standards of ISO 9001:2008. Your Company is striving to maintain its commitment to customer's expectations for quality work and adherence of time schedule and safety at work sites.

9 HUMAN RESOURCE MANAGEMENT;

Employees arc vital input of your Company. Your Company created a favorable work environment that encourages innovation and superior performance- Your Company has also set up a scalable recruitment and human resource management process, which enables your Company to attract and retain high caliber employees.

10 EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceiling prescribed under the provisions of Section 217 (2A) of the Companies Act 1956 read with the Companies Particulars of Employees Rules, 1975, as amended.

11 DIRECTORS:

During the year Shri Shyarnal S. Joshi has been appointed as Director of the Company. Pursuant to Section 256 of the Companies Act, 1056.Shri Dilip D. Patel, Director or the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

12 AUDITORS:

The present Auditor M/s O.p.Bhandan & Co, Chartered Accountants, Ahmedabed relines at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment, The Company has received certificate from them that their appointment, if approved by shareholders, would be within the ceiling prescribed under section 224 {1B) of the Companies Act, 1956. The members are requested to reappoint the auditors to held office until the conclusion or the next Annual General Meeting,

13 AUDITOR' s OBSERVATIONS;

Observations of the Auditors In (heir report together with the notes on accounts are serf explanatory and therefore. in the opinion of Directors, do not call for any Further explanation.

14 MANAGEMENT DISCUSSION ANALYSIS.-

As required by try Clause 49 of the Listing, Agreement with the stock Exchange, a Management Discussion and Analysis Report is appended to this report.

15 CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, a Report or Corporate Governance is appended together with Certificate on Corporate Governance by M/e 0. P. Bhandari &. Co. Chartered Accountants, Ahmedabad.

AS part of the good Corporate Governance practices, your Company has obtained a Secretarial Audit Report from m/s R, S. Sharme & Associates. Practicing Company Secretaries, Ahmedabad. in respect of compliance of all rules, regulations,, under the various applicable provisions of the Companies Ad, 1556 and the applicable regulations under the Listing Agreement entered with stock exchange. A copy of the Said report is appended to this report.

16 DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, your Directors confirm:

a} That in the preparation of the annual accounts, the applicable Accounting standards have been followed along with proper explanation relating to material departures.

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and Fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company For that period.

c) That they have taken proper and sufficient care for the maintenance or adequate accounting records in accordance with the provisions of the Act for safeguarding the assets or the Company for preventing and detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a going concern basis.

17. STATUTORY DISCLOSURES REQUIRED UNDER THE COMPANIES {DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS RULES, 1988:

Considering the business of the company, the provisions OF Clause (C) or sub-Clause 217 or the Companies Act. 1956 relating to disclosure of particulars of energy conservation, technology absorption, and foreign exchange earnings and outgo read with (he Companies (Disclosure of Particulars in the Report of Board of Directors) Rules. 1988. are not applicable.

18. MATERIAL CHANGES:

No material changes have taken place since (he closure of the financial accounts upto the date or the report, which may substantially affect the financial performance, or financial statements of the Company.

19. AUDIT COMMITTEE:

The Audit Committee constituted In accordance with Clause 49 of the Listing Agreement reviewed the internal control system, scope or internal audit and compliance of related regulations. The Audit Committee also reviewed at length and approved the Financial Statements before the same were considered by the Board of Director of the Company.

20. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Stakeholders. Banks, Valued Clients, Suppliers, Business Associates and Employees of the Company for their continued support and confidence. Your Directors' also place on record their appreciation, commitment and contribution made by employees at all levels and look forward for their continued support in future as well,

For & on Behalf of the Board of Directors

Place:Ahmedabad Manoj B.Vadodaria

Date :06th August 2011 Chairman

Managing Director

---

Mar 31, 2010

The Directors of your Company are pleased to present the 20th Annual Report to the Members with the audited financial statements for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

The performance of the Company for the financial year 2009-10 including the effect of amalgamation of erstwhile Pearl Stockholdings Pvt Ltd with your company w.e.f the appointed date i.e 1st April, 2009 are as under:

(Rs in Lacs)

Particulars For the year ended For the year ended

31/03/2010 31/03/2009

Total Income 6 996.99 4 643.37

Less: Total Expenditure 4 930.66 3 995.02

Profit Before Interest, Depreciation & Tax 2 066.33 648.35

Less: Interest and finance charges 404.85 199.32

Less: Depreciation 65.42 10.74

Profit Before Taxation 1 596.06 438.29

Less: Provision for IT/FBT/Wealth Tax 269.46 149.68

Less: Deferred Tax Liabilities/(Assets) 12.99 8.89

Add: MAT credit available for set off 60.70 --- Add: Excess Provision Written Back 0.03 4.45

Less : Prior period expenses 0.18 3.08

Net Profit 1374.16 281.09

Add : Balance Brought Forward from previous year 633 .69 352.60

Profit available for appropriation 2 007.85 633.69

Less : Transfer to General Reserve 100.00 ---

Less : Proposed Dividend 295.23 ---

Less : Dividend Distribution Tax 50.18 ---

Surplus carried to Balance Sheet 1 562.44 633.69 Paid-up Share Capital 1 232.26 1 232.26

Share Capital Suspense 1 720.00 ---

Reserves [Excluding Revaluation Reserves 4 365.55 1 272.37

Net Worth 7 317.81 2 504.63

2. REVIEW OF OPERATIONS:

The Company carries on its business primarily of real estate, construction of residential flats and infrastructure development.

During the year under review your Company has completed Phase-I of residential flats scheme- ASMAAKAM, obtained Building Use (BU) permission and started possession of flats to owners. Phase-II of the scheme has also shown considerable progress.

Under infrastructure activity, Company has completed 34 Nos BRTS Bus Shelters and progress of work on remaining Bus Shelters and BRTS Railing project is satisfactory. Similarly work on other infrastructure projects like RJD Textile Park, Surat and Rajkot Utility Services is in progress as per schedule. Your Company got recognition in execution of public utility projects after taking up of the above said Projects. During the year the Company has also successfully executed the projects for erection of 150 Nos. AMTS Bus Shelters.

3. EXPANSION PLANS:

Encouraged by the progress and customers response in the scheme-ASMAAKAM and considering overall growth scenario in real estate sector, your Company has decided to launch two new residential flats schemes of 3BHK/2BHK comprising of 44 flats in each scheme. Further the Company is in the process of acquiring land for development of few more residential flats schemes. The Company is also entering into development of residential flats in joint venture with other groups.

Under the infrastructure activity, the Company may bid for the tenders for development of foot overbridges, sports complexes, road construction activities etc.

4. DIVIDEND:

The Directors have recommended payment of dividend of Rs. 0.10 per equity share of Re. 1 each i.e 10 % of paid up share capital. The dividend pay out will absorb an amount of Rs. 295.23 Lacs. The dividend will be paid to the members whose name appears in the Register of Members as on 20th September, 2010.

5. AMALGAMATION:

The scheme of amalgamation of Pearl Stockholdings Pvt Ltd [PSHPL] [Transferor Company] with your Company, Nila Infrastructures Ltd [Transferee Company] w.e.f the appointed date viz. 1st April, 2009 was sanctioned by Honble High Court of Gujarat at Ahmedabad on 29th June, 2010.

The amalgamation would result in synergy of business through optimum utilization of resources, achievement of economies of scale, efficient control system and reduction in operative costs shall lead to maximization of profits of amalgamated company.

Consequent upon the sanction of the scheme, the copy of the order dated 29th June, 2010 of the Honble High Court was filed by the respective companies with the Registrar of Companies on 19th July, 2010 and from the said date being the effective date the Transferor Company is stood merged with your Company. As per the exchange ratio provided in the sanctioned scheme, the shareholders of Pearl Stockholdings Pvt Ltd as on 24th July, 2010 being the record date fixed by your Company would be allotted shares by Nila Infrastructures Ltd.

6. CHANGES IN SHARE CAPITAL:

In terms of the scheme of amalgamation the authorized share capital of the Transferor Company stood merged/clubbed with the authorized capital of your Company and increased to Rs. 35 00 00 000 and on allotment of shares to the shareholders of the Transferor Company the paid up capital of your Company would increase from Rs. 12 32 26 200 to Rs. 29 52 26 200.

7. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted / renewed any deposits covered under the provisions of Section 58A of the Companies Act, 1956.

8. SUBSIDIARIES:

Presently there is no subsidiary company of Nila Infrastructures Ltd .

9. ENTER INTO LIMITED LIABILITY PARTNERSHIPS

During the year under review, your Company has entered into two Limited Liability Partnership agreements under Limited Liability Partnership Act, 2009 for the development and construction of residential, commercial, residential cum commercial projects.

10. ISO 9001:2008

Your Company has upgraded its Quality Management System to the international standards from ISO 9001:2000 to ISO 9001:2008. Your Company is striving to maintain its commitment to customers expectations for quality work and adherence of time schedule and safety at work sites.

11. HUMAN RESOURCE MANAGEMENT:

Employees are vital input of your Company. Your Company has created a favorable work environment that encourages innovation and superior performance. Your Company has also set up a scalable recruitment and human resource management process, which enables your Company to attract and retain high caliber employees.

12. EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceiling prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of

Employees) Rules, 1975,as amended.

13. DIRECTORS:

During the year under review, Smt. Nila M. Vadodaria and Mr. Yagnesh D. Vyas had resigned from the office of the Directorship due to their busy schedule and other engagements. The Company appreciates and puts on record their valuable contribution in the growth of the Company.

During the year, Shri Kiran B. Vadodaria, Shri Dilip D. Patel and Shri Akhilesh C. Mehta have been appointed as Directors of the Company.

Pursuant to Section 256 of the Companies Act, 1956, Shri Hiren G. Pandit, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

14. AUDITORS:

The present Auditors, O. P. Bhandari & Co, Chartered Accountants. Ahmedabad retire at the forthcoming Annual General Meeting and being eligible offers themselves for reappointment.

The Company has received certificate from them that their appointment if approved by the shareholders, would be within the ceiling prescribed under section 224 (1B) of the Companies Act, 1956. The members are requested to reappoint the Auditors to hold office until the conclusion of the next Annual General Meeting.

15. AUDITORS OBSERVATIONS:

Observations of the Auditors in their report together with the notes on accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange, a Management Discussion and Analysis Report is appended to this report.

17. CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with Certificate on Compliance of Corporate Governance by O. P. Bhandari & Co, Chartered Accountants, Ahmedabad.

As part of the good Corporate Governance practices, we have obtained a Secretarial Audit Report from M/s R. S. Sharma & Associates, Practicing Company Secretaries, Ahmedabad, in respect of compliance of all rules, regulations, under the various applicable provisions of the Companies Act, 1956 and the applicable regulations under the Listing Agreement entered with the Bombay Stock Exchange. A copy of the said certificate is appended to this Report.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures

(b) That they have selected such accounting policies

and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

(c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

(d) That they have prepared the annual accounts on a going concern basis.

19. STATUTORY DISCLOSURES REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

The provisions of Section 217 of the Companies Act, 1956 relating to disclosure of particulars of energy conservation, technology absorption, and foreign exchange earnings and outgo read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are-NIL.

20. INSURANCE:

All the existing properties of the Company are adequately insured.

21. ACKNOWLEDGMENT:

Your Directors place on record their gratitude to the Shareholders, Banks, Valued Clients, Suppliers and Business Associates and Employees of the Company for their continued support and confidence. Your Directors also place on record their appreciation, commitment and contribution made by employees at all levels and look forward to their continued support in future as well.

For & on Behalf of the

Board of Directors

Place : Ahmedabad Manoj B. Vadodaria

Date : 25th August, 2010 Chairman & Managing Director

---

Mar 31, 2009

The Directors take pleasure in presenting their report on the business and operations of the Company along with the Nineteenth Annual Report to the Members with the audited financial statements for the year ended 31st March. 2009.

I. FINANCIAL RESULTS:

The performance of the Company for the financial year 2008-09 is summarized below:

(Rs in Lacs)

Particulars For the year ended For the year ended

31/03/2009 31/03/2008

Total Income [After increase/ (decrease) in stock-in-trade] 4 415.29 2 565.64

Less: Total Expenditure 3 766.94 2 182.76

Profit Before Interest, Depreciation & Tax 648.35 382.88

Less: Interest and finance charges 199.31 49.80

Less: Depreciation 10.75 13.61

Profit Before Taxation 438.29 319.47

Less: Provision for IT/FBT/ Wealth Tax 149.68 122.22

Add: Deferred Tax Assets/ (Liabilities) (8.89) 0.47

Add: Excess Provision Written Back 4.45 9.37

Less: Prior period expenses 3.08 0.00

Net Profit 281.09 207.09

Paid-up Share Capital 1232.26 1232.26

Reserves [Excluding Revaluation Reserves] 1272.37 991.29

2. REVIEW OF OPERATIONS:

Your Company carries on its business primarily of real estate and infrastructure development. During the year the Company achieved a consolidated total income of Rs. 4643.37 Lacs and earned operating profit of Rs. 648.35 Lacs for the year ended on 31st March, 2009 as against Rs. 1071.79 Lacs and Rs. 382.88 Lacs respectively in the previous year. Profit Before Tax increased to Rs. 438.29 Lacs from Rs. 319.47 Lacs in the previous year registering a growth of 37.19%.

3. EXPANSION PLANS:

Your Company has taken projects for construction of residential scheme after a span of fourteen years and encouraged by the overwhelming response, your company proposes to take similar projects in the near future for middle / lower income group segment. Similarly your company has established reputation with local authorities for development of infrastructure projects through quality constructions at lowest cost and for maintaining time schedule. We expect to get more infrastructure development work from local authorities and private parties in near future

4. DIVIDEND:

Directors of your Company are of the opinion that for building up the sound and strong economic base of the Company and in order to conserve the resources, it will be not possible to recommend any dividend for the current year.

5. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted / renewed any deposits covered under the provisions of Section 58A of the Companies Act, 1956.

6. SUBSIDIARIES:

Presently there is no subsidiary company of Nila Infrastructures Ltd.

7. ISO 9001:2000

Your Company is striving to maintain its commitment to customers expectations for quality work and adherence of time schedule and safety at work sites. Company has upgraded its Quality Management System to the international standards as per ISO 9001:2000.

8. HUMAN RESOURCE MANAGEMENT:

Employees are vital input of your Company. Your Company created a favorable work environment that encourages innovation and superior performance. Your Company has also set up a scalable recruitment and human resource management process, which enables your Company to attract and retain high caliber employees

9. EMPLOYEES:

There was no employee durjng the year drawing remuneration in excess of the ceiling prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

10. DIRECTORS:

Pursuant to Section 256 of the Companies Act, 1956, Smt. Nila M. Vadodaria, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer herself for reappointment.

11I. PROJECTS ON HAND:

11.1 Residential project "Asmaakam"

Your Company is constructing a residential flats project "ASMAAKAM" at Vejalpur, Ahmedabad. The project consists of 325 Flats of 2BHK.

11.2 BRTS - Bus Shelters

Your company has been awarded a project for

development of 28 Nos. of bus shelters on BRTS stretch along the RTO to Pirana Route in Ahmedabad by the AMC. The AMC has further awarded 40 Nos. of bus shelters at various locations on the Ahmedabad BRTS Corridor.

12. AUDITORS:

The present Auditor M/s O. P. Bhandari & Co, Chartered Accountants, Ahmedabad retires at the forthcoming Annual General Meeting and being eligible for re-appointment.

The Company has received a certificate from them that their appointment if approved by shareholders, would be within the ceiling prescribed under section 224 (I B) of the Companies Act, 1956. The members are requested to appoint the auditors to hold office until the conclusion of the next Annual General Meeting.

13. AUDITORS OBSERVATIONS:

Observations of the Auditors in their report together with the notes on accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended to this report.

15. CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with Certificate on Corporate Governance by O. P. Bhandari & Co, Chartered Accountants, Ahmedabad.

As part of the good Corporate Governance practices, we have obtained a Secretarial Compliance Certificate from M/s R. S. Sharma &

Associates, Practicing Company Secretaries, Ahmedabad, in respect of compliance of all rules, regulations, under the various applicable provisions of the Companies Act, 1956 and the applicable regulations under the Listing Agreement entered with stock exchange. A copy of the said certificate is appended to this report.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures

(b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period. However during the year the Company has changed its accounting policy of providing depreciation from reducing balance method to straight line method. The details of financials due to this change are given in note no 2 of notes forming part of accounts.

(c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provsions of the Act for safeguarding the asses of the Company for preventing and detecting fraud and other irregularities.

(d) That they have prepared the annual account- on a going concern basis.

17. STATUTORY DISCLOSURES REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

The particulars as prescribed under section 217( I )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure-"A" annexed hereunder and forms part of this report.

18. INSURANCE:

All the existing properties of the Company are adequately insured

19. MATERIAL CHANGES:

No material changes have taken place since the closure of the financial accounts up to the date of report, which may substantially affect the financial performance or the statement of the Company.

ACKNOWLEDGMENT:

Your Directors place on record its gratitude to the Stakeholders, Banks, Valued clients, suppliers and Business Associates and employees of the Company for their continued support and confidence. Your Directors also place on record their appreciation, commitment and contribution made by employees at all levels and look forward for their continued support in future as well.

For & on Behalf of the Board of Directors

Place : Ahmedabad Manoj B.Vadodaria

Date : 25th April, 2009 Chairman & Managing Director