Directors Report of Shradha Infraprojects Ltd.

Mar 31, 2025

The Board of Directors of Shradha Infraprojects Limited ("the Company" or "SHRAHDA") have pleasure in presenting
the Twenty Eighth (28^th) Annual Report of the Company covering the highlights of the finances, business, and
operations of your Company. Also included herein are the Audited Financial Statements of the Company (standalone
and consolidated) prepared in compliance with Ind AS accounting standards, for the financial year ended March 31,
2025.

1. COMPANY INFORMATION:

1.1 FINANCIAL SUMMERY:

The Company''s financial performance (Standalone & Consolidated) during the financial year ended March 31,
2025 is summarised below:

Financial Results (Standalone & Consolidated)

(Amount in ''Rs. Lakhs except EPS)

Description	Standalone 2024-25	Standalone 2023-24	Consolidated 2024-25	Consolidated 2023-24
Revenue from Operations	1642.80	1308.58	10658.65	11044.93
Other Income	546.92	620.14	905.14	657.94
Total Income	2189.72	1928.72	11563.80	11702.87
Purchase of Stock- in- trade	11.28	110.98	94.78	----
Cost of Goods Sold or Services Rendered	634.20	648.15	7485.66	8688.56
Changes in inventory	—	----	----	----
Employee Benefits Expense	54.98	61.62	79.85	71.12
Finance Cost	9.96	0.09	331.28	14.76
Depreciation & Amortization Expenses	39.33	6.33	412.05	345.48
Other Expenses	98.40	48.01	145.67	111.47
Total Expenses	848.15	875.18	8549.29	9231.40
Profit / (Loss) before Exceptional Items and Tax	1341.57	1053.54	3014.51	2471.47
Profit Before Tax	1341.57	1053.54	3014.51	2471.47
Tax Expenses	370.12	105.44	805.43	469.69
Profit After Tax	971.44	948.10	2209.08	2001.78
Other Comprehensive Income	0.61	4.72	0.61	4.72
Tax expenses	----	----	----	----
Net Amount
Total Comprehensive Income	972.06	952.82	2209.70	2006.49
Less- Share of Non-Controlling Interest	—	----	----	----
Profit for the year for the owners of the Company	----	----	----	----
Earnings per share (Basic)	1.92	1.87	3.64	3.68
Earnings per share (Diluted)	1.92	1.87	3.64	3.68

Note: Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current
year''s classification /disclosure.

HIGHLIGHTS OF THE COMPANY''S FINANCIAL PERFORMANCE:

The highlights of the Company''s performance (Standalone) for the financial ended March 31, 2025 are
summarized below:

4 Revenue from Operations and Other income for the FY 2024-25 is '' 2189.72 Lakhs against '' 1928.72 Lakhs for the FY
2023-24.

4 Profit before Tax for the FY 2024-25 is '' 1341.57 Lakhs against '' 1053.54 Lakhs for the FY 2023-24.

4 Net Profit for the FY 2024-25 is '' 971.44 Lakhs as compared to '' 948.10 Lakhs for the FY 2023-24, Earnings per
Share (EPS) for the FY 2024-25 is '' 1.92 vis-a-vis '' 1.87 as on FY 2023-24.

The highlights of the Company''s performance (Consolidated) for the financial ended March 31, 2025 are
summarized below:

4 Total Consolidated Revenue from Operations and other Income, for the FY 2024-25 was '' 11563.80 Lakhs as
compared to '' 11702.87 Lakhs in FY 2023-24.

4 Consolidated Profit before Tax for the FY 2024-25 was '' 3014.51 Lakhs as compared to '' 2471.47 Lakhs in 2023-24.

4 Consolidated Profit after Tax for the FY 2024-25 was '' 2209.08 Lakhs as compared to '' 2001.78 Lakhs in 2023-24.

4 Earnings per Share (EPS) for the FY 2024-25 is '' 3.64 vis-a-vis '' 3.68 as on FY 2023-24.

1.2 TRANSFER TO RESERVES:

The amount transferred to Reserves and Surplus (Balance Sheet) as at 31st March 2025 (FY 2024-25) (Previous Year
FY 2023-24) is as follows:-

Particulars	As at 31.03.2025	As at 31.03.2024
Other Equity Reserves and Surplus: (a) Securities Premium Balance as per last balance sheet	1,208.48	1,208.48
Add: Addition/deletion during the year	-	-
Total	1,208.48	1,208.48
(b) Amalgamation Reserve Balance as per last balance sheet Add: Addition/deletion during the year	8.11	8.11
Total	8.11	8.11
(c) Surplus in Statement of Profit and Loss Balance as per last balance sheet	4586.27	3,688.79
Add: Profit for the year	971.44	948.10
Less: Dividend Paid (Interim)	(202.49)	(50.62)
Total	5,355.22	4,586.27
Total Reserves and Surplus	6,571.81	5,802.86
Other Comprehensive Income: (a) Actuarial Gains on Remeasurement of PVDBO Balance at the beginning of the period	5.37	0.65
Add: Addition durig the period through OCI	0.61	4.72
Total	5.98	5.37
TOTAL	6577.79	5,808.23

The opening balance as on 01st April, 2024 of Reserves & Surplus Account stood at '' 5808.23/- Lakhs. After making
adjustments and appropriations, the closing balance as on 31st March 2025 of Reserves & Surplus Account stood at
'' 6577.79/- Lakhs. The Members are advised to refer the Note No. 14 as given in the financial statements which forms
the part of the Annual Report.

1.3 DIVIDEND :

During the financial year 2024-25 under review, a final dividend @ 20% (Twenty Percent) i.e. Rs.1.00/- (Rupees
One Only) per Equity Share of face value of Rs.5/- each appropriated from the profits of the year 2023 - 2024,
and was paid to those members whose names appear on the Register of Members on Friday, 12th July, 2024
after approval of the shareholders (members) at their Twenty Seventh (27^th) Annual General Meeting held on
27^th July, 2024.

Further, Your Directors recommended a final dividend @ 25% (Twenty Five Percent) i.e. Rs.0.50/- (Rupees Fifty
Paisa Only) per Equity Share of face value of Rs.2/- each appropriated from the profits of the year 2024 - 2025,
subject to the approval of the shareholders (members) at the ensuing Twenty Eighth (28^th) Annual General
Meeting and will be paid to those members whose names appear on the Register of Members on Friday, 11^th
July, 2025.

1.4 MAJOR EVENTS OCCURRED DURING THE YEAR:

i) STATE OF COMPANY''S AFFAIRS OF THE COMPANY.

During the financial year 2024-25 under review, there are no major events occurred, affecting the state of
affairs of the company that include segment-wise position of business and its operations, status, key
business developments, financial year, capital expenditure programs, status related to acquisition, merger,
expansion, modernization, diversification, acquisition and assignment of material Intellectual Property
Rights or any other material event having an impact on the affairs of the company.

ii) CHANGE IN THE NATURE OF BUSINESS:

The Company is primarily engaged in the activities of Real Estate Development. The Company develops
residential, commercial, retail and social infrastructure projects. There was no change in nature of the
business of the Company, during the year under review.

iii) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the
Company''s financial position have occurred between the end of the financial year of the Company and date
of this report. The Company will continue to closely monitor any material changes to future economic
conditions.

iv) DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT:

There is no occasion whereby the Company has either revised or required to revise the Financial Statement
or the Board''s Report of the Company for any period prior to the FY 2024-25. Hence, no specific details are
required to be given or provided.

v) CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:

There was no change in the registered office of the company during the financial year 2024-2025.

2. BROAD INFORMATION:

OVERVIEW OF THE INDUSTRY

The details discussion on the overview of the industry is covered under the Management Discussion and Analysis
report has been separately furnished in the Annual Report and forms a part of the Annual Report.

ECONOMIC OUTLOOK

The details discussion on the Global Economic outlook is covered under the Management Discussion and Analysis

report has been separately furnished in the Annual Report and forms a part of the Annual Report.

3. ALTERATION OF THE OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE
COMPANY:

During the year under review, the members of the Company, has made the following alteration in the Memorandum
of Association and Articles of Association of the Company.

1. The members of the Company at their Second (02/2024-25) Extra-Ordinary General Meeting of the Company held
on 19th November, 2024 approved the alteration of the capital Clause V of Memorandum of Association (MOA) of
the Company to effect the Sub-Division of Shares from Rs.5/- to Rs.2/- each.

The Memorandum of Association of the Company altered in the following manner i.e., existing Clause V of the
Memorandum of Association deleted and the same were substituted with the following new clause as Clause V:

• The Authorized Share Capital of the Company is Rs.11,00,00,000/- (Rupees Eleven Crores only) divided into
5,50,00,000 (Five Crores Fifty Lakhs) Equity Shares of Rs.2/- (Rupees Two only) each.

2. The members of the Company at their Third (03/2024-25) Extra-Ordinary General Meeting of the Company held on
30th January, 2025 approved the alteration of the capital Clause V of Memorandum of Association (MOA) of the
Company to effect the Increase in authorized share capital of the company from Rs. 11,00,00,000/- (Rupees Eleven
Crores only) divided into 5,50,00,000 Equity Shares of Rs. 2/- each to Rs. 25,00,00,000/- (Rupees Twenty Five Crores
only) divided into 12,50,00,000 Equity Shares of Rs. 2/- each.

The Memorandum of Association of the Company altered in the following manner i.e., existing Clause V of the
Memorandum of Association deleted and the same were substituted with the following new clause as Clause V:

• The Authorized Share Capital of the Company is Rs.25,00,00,000/- (Rupees Twenty Five Crores only) divided
into 12,50,00,000 (Twelve Crores Fifty Lakhs) Equity Shares of Rs.2/- (Rupees Two only) each.

4. SHARE CAPITAL STRUCTURE :

(i) During the year under review, the members of the Company in their Second (02/2024-25) Extra-Ordinary General
Meeting of the Company held on 19th November, 2024 approved the Subdivision of existing equity share of face
value of Rs.5/- each fully paid up into equivalent number of equity shares having a face value of Rs.2/- each fully paid up.
Accordingly, the Authorized Share Capital of the Company is reconstituted to Rs. 11,00,00,000/- (Rupees Eleven
Crores only) divided into 5,50,00,000 Equity Shares of Rs. 2/- each.

(ii) Consequent to aforesaid sub-division of share capital of the Company, the Issued, Subscribed and Paid-up Share
Capital of the Company reconstituted to Rs.10,12,46,960/- (Ten Crores Twelve Lakhs Forty Six Thousand Nine
Hundred and Sixty) divided into 5,06,23,480 (Five Crores Six Lakhs Twenty Three Thousand Four Hundred and Eighty)
Equity Shares of face value of Rs.2/- (Rs. Two) each.

(iii) Subsequently, the National Depository Services Limited (NSDL) and Central Depository Services Limited (CDSL)
("the Depositories") issued and activated new ISIN INE715Y01031 for the Equity shares of the Company.

(iv) During the year under review, the Board of Directors of the Company in their meeting held on 31st December, 2024,
Approved the issuance of fully paid-up or partly paid up equity shares of the Company for an amount not exceeding
^250 Crores (Rupees Two Hundred Fifty Crores only) by way of a Rights Issue to the eligible equity shareholders of
the Company.

(v) During the year under review, the members of the Company in their Third (03/2024-25) Extra-Ordinary General
Meeting of the Company held on 30th January, 2025 approved the Increase in authorized share capital of the
company from Rs. 11,00,00,000/- (Rupees Eleven Crores only) divided into 5,50,00,000 Equity Shares of Rs. 2/- each
to Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 12,50,00,000 Equity Shares of Rs. 2/- each and
consequent alteration in capital clause of the memorandum of association of the company.

Accordingly, the Authorized Share Capital of the Company is reconstituted to Rs. 25,00,00,000/- (Rupees Twenty Five
Crores only) divided into 12,50,00,000 Equity Shares of Rs. 2/- each.

The Capital Structure of the company as on 31st March, 2025 is as follows:

Particulars	As at 31.03.2025		As at 31.03.2024
	No. of Shares	Amount	No. of Shares	Amount
Share Capital Authorised Share Capital - Equity Shares at a par value of Rs.2/- (Rs.5/-) each	12,50,00,000	2,500.00	2,20,00,000	1,100.00
Issued, Subscribed and Fully Paid-up Capital - Equity Shares at a par value of Rs.2/- (Rs.5/-) each fully paid up	5,06,23,480	1,012.47	2,02,49,392	1,012.47
TOTAL		1,012.47		1,012.47

4.1 DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

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

4.2 DISCLOSURE RELATING TO SWEAT EQUITY SHARES:

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

5. CREDIT RATING OF SECURITIES:

During the F.Y. 2024-25 under review, the Company has neither issued nor required to obtain credit rating of its
securities. As such, no specific details are required to be given or provided.

6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There was no amount liable or due to be transferred to Investor Education and Protection Fund (IEPF) during the
financial year ended March 31,2025.

7. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the Board of Directors comprised of 6 (Six) Directors which includes Two (2) Executive
Director, One (1) Non - Executive Director and Three (3) Independent Directors. The overall composition of Board
of Directors included one women Director.

Further the changes amongst the Board of Director/s including the Executive Director/s and Key Managerial
Personnel during the period under review are as follows:-

I. CHANGES RELATED TO THE NON EXECUTIVE/ EXECUTIVE DIRECTOR/S:

A. Pursuant to the applicable provisions of the Companies Act, 2013, the Members of the Company, on the
recommendation of the Board of Directors and the Nomination and Remuneration Committee (NRC) of
the Board, at their Twenty-Seventh (27th) Annual General Meeting held on 27th July, 2024, consented to
re-appointment of Mr. Shreyas Raisoni (DIN: 06537653), (Category: Executive, Non-Independent) Whole
Time Director of the Company, who retired by rotation and being eligible offered himself for re¬
appointment.

II. CHANGES RELATED TO THE KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, there was no change in the Key Managerial Personnel (KMP) of the Company. In
accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel
(KMP) of the Company viz:

Sr. No.	Name of KMP	Designation
1.	Mr. Nitesh Sanklecha	Managing Director & Chief Financial Officer
2.	Mr. Shreyas Raison	Whole-Time Director
3.	Mr. Shrikant Huddar	Company Secretary & Compliance Officer

III. CHAIRMAN OF THE BOARD:

During the year under review, there was no change in the Chairman of the Board of Directors of the Company
and Mr. Satish Wate Director (Category: Independent, Non-Executive Director) will continued to serve as the
Chairman of the Board of Directors of the Company, effective on June 10, 2021.

IV. DIRECTOR RETIREMENT BY ROTATION:

Pursuant to Section 152 of the Act read with the Companies (Appointment and Qualification of Directors)
Rules, 2014 (as amended), Mr. Chandrakant Waikar (DIN: 09533456), retires by rotation as Director at the
ensuing Annual General Meeting & being eligible, offers himself for re-appointment. The Board recommends
his re-appointment.

A brief resume and other details of the above Director seeking re-appointment are provided in the Notice of AGM.

V. PROPOSED CHANGES AMONGST DIRECTOR/S PLACED BEFORE THE MEMBERS FOR THEIR APPROVAL :

1. The First term of Ms. Asha Sampath [DIN: 02160962], as Director [Category - Non-executive, Independent]
of the Company, is expiring at the conclusion of the ensuing Twenty Eighth Annual General Meeting of the
Company. The Board recommends appointment of Ms. Asha Sampath [DIN: 02160962], as an Independent
Director [Category - Nonexecutive, Independent] not liable to retire by rotation, to hold the office for a
fixed second term of consecutive Five (5) year, from the conclusion of 28th Annual General Meeting to be
held for the financial year ended 31st March, 2025 till the conclusion of 33 rd Annual General Meeting to be
held for the financial year ended 31st March, 2030. The Company has received a Notice in writing under
Section 160 of the Companies Act, 2013 from a Member proposing the candidature of Ms. Asha Sampath
[DIN: 02160962], for the office of a Director of the Company. The Company has also received the self-
declaration/s from Ms. Asha Sampath [DIN: 02160962], inter-alia to the effect that, (i) She was/is not
disqualified from being appointed as a Director of the Company in terms of the provisions of Section 164
of the Companies Act, 2013 and has submitted her consent to act as a Director of the Company; (ii) She was
or is not debarred from holding the office of a Director pursuant to any order of the SEBI or such other
authority in terms of SEBI''s Circular No. LIST/COMP/14/2018-19 dated 20th June, 2018 on the subject
"Enforcement of SEBI Orders regarding appointment of Directors by listed companies"; (iii) She meets the
criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ["Listing Regulations"];
and (iv) She has complied with the provisions of the rule 6 (1) (b) of the Companies (Appointment and
Qualification of Directors) Rules, 2014 of the Companies Act, 2013, by registering her name in the
Independent Director''s Data Bank maintained by the Indian Institute of Corporate Affairs at Manesar. The
information (details) of Director/s of seeking appointment or re-appointment at the Twenty Eighth (28th)
Annual General Meeting of the Company, pursuant to Regulation 26(4) and 36(6) of the Listing Regulations
and Secretarial Standards on General Meetings (SS-2) is annexed to the Notice convening the Twenty
Eighth (28th) Annual General Meeting of the Company.

2. The First term of Mr. Satish Wate [DIN: 07792398], as the Director [Category - Non-executive,
Independent] of the Company, is expiring at the conclusion of the ensuing Twenty Eighth (28th) Annual
General Meeting of the Company. The Board recommends appointment of Mr. Satish Wate [DIN:
07792398], as an Independent Director [Category - Nonexecutive, Independent] not liable to retire by
rotation , to hold the office for a fixed Second term of consecutive Five (5) year, from conclusion of 28th
Annual General Meeting to be held for the financial year ended 31st March, 2025 till the conclusion of 33 rd
Annual General Meeting to be held for the financial year ended 31st March, 2030 The Company has
received a Notice in writing under Section 160 of the Companies Act, 2013 from a Member proposing the
candidature of Mr. Satish Wate [DIN: 07792398], for the office of a Director of the Company. The Company
has also received the self-declaration/s from Mr. Satish Wate [DIN: 07792398], inter-alia to the effect that,
(i) he was/is not disqualified from being appointed as a Director of the Company in terms of the provisions
of Section 164 of the Companies Act, 2013 and has submitted his consent to act as a Director of the
Company; (ii) he was or is not debarred from holding the office of a Director pursuant to any order of the
SEBI or such other authority in terms of SEBI''s Circular No. LIST/COMP/14/2018-19 dated 20th June, 2018
on the subject "Enforcement of SEBI Orders regarding appointment of Directors by listed companies"; (iii)
he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ["Listing
Regulations"]; and (iv) he has complied with the provisions of the rule 6 (1) (b) of the Companies
(Appointment and Qualification of Directors) Rules, 2014 of the Companies Act, 2013, by registering his
name in the Independent Director''s Data Bank maintained by the Indian Institute of Corporate Affairs at
Manesar. The information (details) of Director/s of seeking appointment or re-appointment at the Twenty
Eighth (28th) Annual General Meeting of the Company, pursuant to Regulation 26(4) and 36(6) of the
Listing Regulations and Secretarial Standards on General Meetings (SS-2) is annexed to the Notice
convening the Twenty Eighth (28th) Annual General Meeting of the Company.

VI. STATEMENT OF DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given declarations that they meet the criteria of
independence as laid down under section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations.

VII. DECLARATION REGARDING NON - APPLICABILITY OF THE DISQUALIFICATION:

During the year under review, the Company has received the written declarations from all the Directors of the
Company regarding non-applicability of the disqualification as mentioned under Section 164 of the Act read
with Companies (Appointment and Qualification of Directors) Rules, 2014. The Board noted the same and
further the company obtained the Certificate from CS Riddhita Agrawal, (ICSI Membership Number FCS 10054
and Certificate of Practice Number 12917 and Peer Review Certificate No. 1838/2022), Practicing Company
Secretary, Mumbai.

VIII. COMPOSITION OF THE BOARD DURING FINANCIAL YEAR 2024-25:

The Composition of Board of Directors of the Company during the Financial Year 2024-25 is as follows:

Sr. No.	Name	Designation
1.	Mr. Satish Wate	Chairman- Independent Director
2.	Mr. Nitesh Sanklecha	Managing Director cum Chief Financial Officer
3.	Mr. Shreyas Raisoni	Whole-Time Director
4.	Mr. Chandrakant Waikar	Non- Independent Director
5.	Mr. Ravindra Singh Singhvi	Independent Director
6.	Ms. Asha Sampath	Independent Director
7.	Mr. Shrikant Huddar	Company Secretary & Compliance Officer

IX MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review total Six (6) Board Meetings were held and the gap between two meetings did

nr»t pvrpprl 1 90 rla\/c Tho Rnarrl mnntinnc \A/orn h o IH nrv

Sr. No. of Meeting	Day	Date
01/2024-25	Thursday	30/05/2024
02/2024-25	Saturday	10/08/2024
03/2024-25	Saturday	26/10/2024
04/2024-25	Thursday	21/11/2024
05/2024-25	Tuesday	31/12/2024
06/2024-25	Saturday	08/02/2025

The details of Board Meetings are provided in the Corporate Governance Report forming part of this Annual Report.

(X) COMMITTEES OF THE BOARD:

The Board has established the following Committees:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Grievances and Relationship Committee

4. Corporate Social Responsibility Committee

5. Management Committee

The compositions of the Committees during the Financial Year 2024-25 are detailed below:

Sr. No.	Name of Committee Members	Audit Committee	Nomination & Remuneration Committee	Stakeholders'' Grievances & Relationship Committee	Corporate Social Responsibility Committee	Management Committee
1.	Mr. Satish Wate	Chairman	Member	Member	-	-
2.	Mr. Nitesh Sanklecha	-	-	-	Chairman	Chairman
3.	Mr. Chandrakant Waikar	Member	Member	Member	Member	Member
4.	Mr. Ravindra Singh Singhvi	Member	Chairman	Member	Member	-
5.	Mrs. Asha Sampath	Member	Member	Chairperson	-	-
6.	Mr. Shreyas Raisoni	-	-	-	Member	Member

The detailed disclosures of all the Committees of the Board of Directors are provided in the Corporate Governance
Report forming part of this Annual Report.

XI. RECOMMENDATIONS OF AUDIT COMMITTEE:

There is no occasion wherein the board of directors of the Company has not accepted any recommendations
of the Audit committee of the Company during the financial year 2024-25. As such, no specific details are
required to be given or provided.

XII. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The highlights of the Familiarization Programme are explained in the Corporate Governance Report forming
part of this Annual Report and are also available on the Company''s website: www.shradhainfra.in

XIII. BOARD EVALUATION:

In pursuant to the provisions of Section 134(3) (p) of the Act, the Board of Directors of the Company is
committed to get its performance evaluated in order to identify its strengths and areas in which it may
improve its functioning.

In terms of the framework of the Board Performance Evaluation, the Nomination and Remuneration
Committee and the Board of Directors have carried out an annual performance evaluation of the
performance of its own performance, Committee and Individual Directors.

The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted based on the
evaluation parameters such as Board composition and Structure, effectiveness of the Board, participation at
meetings, awareness, observance of governance, and quality of contribution, etc.

XIV APPOINTMENT AND REMUNERATION POLICY :

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations
and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted a
policy for selection, appointment and remuneration of Directors and Key Managerial Personnel.

The detailed features of Remuneration Policy are stated in the Report on Corporate Governance forming part
of this Annual Report.

XV PARTICULARS OF EMPLOYEES:

The disclosures pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure I", which forms part of
the Board''s Report.

XVI DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

None of the employee of your Company, who was employed throughout the financial year, was in receipt of
remuneration in aggregate of Rupees One Crore and Two Lakhs or more or if employed for the part of the
financial year was in receipt of remuneration of Rupees Eight Lakh & Fifty Thousand or more per month.

XVII REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING OR
SUBSIDIARY COMPANY:

The Company does not have any Holding Company. Further, the Managing or Whole-time Director have not
received any remuneration from its subsidiaries company during the FY 2024-25.

XVIII DIRECTORS'' RESPONSIBILITY STATEMENT:

During the year under review, the Audited Financial Statements of the Company for the year under review
are in conformity with the requirements of the Act read with the rules made thereunder and the Accounting
Standards. To the best of their knowledge and ability, the Board of Directors makes the following statements
in terms of Section 134 of the Act:

(a) that in the preparation of the Annual Accounts for the year ended March 31, 2025, all the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;

(b) that the directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on
that date;

(c) that 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 and
for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

XIX MEETINGS OF THE MEMBERS

The Last i.e. the 27th Annual General Meeting of the Company for the financial year 2023-2024 was held on
27/07/2024 through video conferencing/other audio visual means at the deemed venue at the Registered
Office of the Company at - "Shradha House, Near Shri Mohini Complex, Kingsway, Block No F/8 Nagpur
440001, Maharashtra, India.

XX Particulars of the Extra-Ordinary General Meeting of the Company held during the year

During the financial year 2024-25 the Company has not conducted following Extra_ordinary general
meeting:

a) Extraordinary General Meeting held on 23.04.2024

• To approve sell or transfer or otherwise dispose-off Company''s stake in Active Infrastructures
Private Limited (the wholly owned subsidiary company)

b) Extraordinary General Meeting held on 19.11.2024

• Subdivision of Existing Equity Share of Face Value of Rs.5/- Each Fully Paid Up Into Equivalent
Number of Equity Shares having a Face Value of Rs.2/- Each Fully Paid Up ("Sub-Division").

• Alteration of Capital Clause V of Memorandum of Association (MOA) of the Company

c) Extraordinary General Meeting held on 30.01.2025

• Increase in Authorized Share Capital of the Company and consequent Alteration in Capital Clause
of the Memorandum of Association of the Company

POSTAL BALLOT CONDUCTED DURING THE YEAR

The Board of Directors of the Company at its Board Meeting held on 10th August, 2024, approved the proposal to
conduct a Postal Ballot by remote e-voting process, to seek approval of the Members on the following special

hi i^inpQQ Qpt m it in thp nntirp nf thp Pn^t^l R^llnt rtatprl 10th Ai mi i<;t 909A

Sr. No.	Type of Resolution	Resolution
1	Ordinary Resolution	Approval of Material Related Party Transaction to be entered into by Material Unlisted Subsidiary "Active Infrastructures Limited (Formerly Active Infrastructures Private Limited)" with "Jain Engineering Works (India) Private Limited.
2	Ordinary Resolution	Approval for Material Related Party Transaction(s) with Active Infrastructures Limited (Formerly Active Infrastructures Private Limited).
3	Ordinary Resolution	Approval for Material Related Party Transaction(s) with Suntech Infraestate Nagpur Private Limited.

The remote e-voting period commenced on Friday, 16th August, 2024 (9:00 A.M. IST) to Sunday, 15th September,
2024 (5:00 P.M. IST), both days inclusive. Post conclusion of the remote e-voting period on 15th September, 2024,
based on the analysis of votes, the Scrutinizer submitted her report dated 16th September, 2024, addressed to the
Chairman of the Company in the prescribed format. Based on the Report, the resolutions set out in the Postal Ballot
Notice were passed with requisite majority on 16th September, 2024. The results were declared on 16th
September, 2024.

8. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

8.1 SUBSIDIARIES COMPANIES:

During the year under review, the Company has Three (3) Subsidiary Companies and Two (2) Fellow

Subsidiary Companies. The details are given below:

• DETAILS OF SUBSIDIARIES COMPANIES:

(A) MRUGNAYANI INFRASTRUCTURES PRIVATE LIMITED (MIPL)

CIN: U45200MH2008PTC180766

The Company has 51% equity stake in Mrugnayani Infrastructures Private Limited, thus according to
Section 2(86) of the Companies Act, 2013, it became a subsidiary of the Company w.e.f. March
31,2017.

During the year under review, the total revenue of Mrugnayani Infrastructures Private Limited was
Rs. 40.32/- in 2024-25 compared to 18.24/- in 2023-24. The Net Profit after tax/ (loss) for the year 2024¬
25 was Rs. 0.43/- as against Rs. 3.20/- in the year 2023-24. (Rs. In lakhs)

(B) SUNTECH INFRAESTATE NAGPUR PRIVATE LIMITED (''SINPL'')

CIN: U70102MH2012PTC228897

The Company has 100% equity stake in SINPL, thus according to Section 2(86) of the Companies Act,
2013, it became a Wholly - Owned Subsidiary of the Company w. e. f. February 20, 2018.

During the year under review, the total revenue of Suntech Infraestate Nagpur Private Limited was Rs.
471.40/- in 2024-25 compared to 12.85/- in 2023-24. The Net Profit after tax for the year 2024-25 was
Rs. 115.53/- as against Rs. 6.93/- in the year 2023-24. (Rs. In lakhs)

(C) ACTIVE INFRASTRUCTURES LIMITED (''AIL'') (Formerly known as Active Infrastructures Private
Limited)

CIN: L45200MH2007PTC174506

The Company has 71.36% equity stake in ''Active Infrastructures Limited'', thus it became the Subsidiary
of the Company as per section 2(86) of the Companies Act, 2013 w.e.f. April 23, 2024.

(a) Disposal of Equity Investment in Active Infrastructures Limited (The wholly owned
Subsidiary Company):

During the year under review, in order to comply with the provisions of the Initial Public Offering
(IPO) of Active Infrastructures Limited (Formerly known as Active Infrastructures Private Limited)
The members of the Company in their meeting held on 23rd April, 2024 have approved to sell/
transfer or otherwise dispose-off in one or more tranches the Equity Shares held in Active
Infrastructures Private Limited, a wholly owned subsidiary company consequently the status of
Active Infrastructures Limited changed from wholly owned subsidiary company to Subsidiary
Company of Shradha Infraprojects Limited.

(b) Conversion of status of unlisted material subsidiary Company from Private Limited Company
to Public Limited Company:

During the year under review, the Unlisted material subsidiary "Active Infrastructures Private
Limited" has been converted into a public limited company and the name of the Company has
changed to "Active Infrastructures Limited" pursuant to a special resolution passed at the Extra¬
Ordinary General Meeting of our Company held on June 12, 2024 and a fresh Certificate of
incorporation dated August 09, 2024 has been issued by the Registrar of Companies, Mumbai.

(c) Listing of Equity Shares of Subsidiary Company- Active Infrastructures Limited (SME IPO)
During the year under review, the entire capital of the Company Active Infrastructures Limited
(Formerly known as Active Infrastructures Private Limited) comprising of equity shares of the
company has been listed and admitted to dealings on the EMERGE SME platform of the National
Stock Exchange of India Limited (NSE) w.e.f. March 28, 2025.

During the year under review, the total revenue of Active Infrastructures Limited was Rs. 3663.10/-
in 2024-25 compared to Rs. 5901.29/- in 2023-24. The Net Profit after tax for the year 2024-25 was
Rs. 568.74/- as against Rs. 761.66/- in the year 2023-24. (Rs. In lakhs)

• DETAILS OF FELLOW SUBSIDIARIES COMPANIES:

(D) ACHIEVERS VENTURES PRIVATE LIMITED (AVPL)

The Listed material subsidiary Company "Active Infrastructures Limited" has 100% equity stake in
"Achievers Ventures Private Limited", thus it became the Wholly Owned Subsidiary of the listed material
subsidiary Company and Fellow Subsidiary of the Company, as per section 2(86) of the Companies Act,
2013 w.e.f. 04th February, 2022.

During the year under review, the total revenue of Achievers Ventures Private Limited was Rs. 97.63/- in
2024-25 compared to Rs. 447.95/- in 2023-24. The Net Profit / (Loss) after tax for the year 2024-25 was
Rs. 9.92/- as against loss of Rs. 7.33/- in the year 2023-24. (Rs. In lakhs)

(E) DIGVIJAY SHRADHA INFRASTRUCTURE PRIVATE LIMITED:

The Listed material subsidiary Company "Active Infrastructures Limited" has 50.50% equity stake in
"Digvijay Shradha Infrastructure Private Limited", thus it became the Subsidiary of the listed material
subsidiary Company and Fellow Subsidiary of the Company, as per section 2(86) of the Companies Act,
2013 w.e.f. 09th June, 2022.

During the year under review, the total revenue of Digvijay Shradha Infrastructure Private Limited was
Rs. 5289.15/- in 2024-25 as compared to Rs. 3393.81/- in 2023-24. The Net Profit / (Loss) after tax for the
year 2024-25 was Rs.731.86/- as compared to 275.77/- in 2023-24 (Rs. In lakhs)

8.2 MATERIAL SUBSIDIARIES:

The Board of Directors of the Company has approved Policy for determining material subsidiaries in line with
the Listing Regulations. The Policy has been available on the Company''s website: www.shradhainfra.in.

As per the Companies policy for determining material subsidiaries in line with the thresholds laid down
under the SEBI Listing Regulations, the ''Suntech Infraestate Nagpur Private Limited (''SINPL'')'' and
''Active Infrastructures Limited'' (''AIL'')'' ("Subsidiary Companies") are classified as the Material
Subsidiaries of the Company, as the income/ net worth exceeds ten percent of the consolidated income/
net worth of the listed entity and its subsidiaries in the immediately preceding accounting year.

8.3 CONSOLIDATED FINANCIAL STATEMENTS:

The Board of Directors of the Company at its meeting held on May 28, 2025 approved the Audited
Consolidated Financial Statements together with the Auditors'' Report thereon for the Financial Year ended
March 31, 2025 forms part of the Annual Report. Pursuant to Section 129(3) of the Act, a Statement
containing salient features of the financial statements of each of the Subsidiaries of the Company in the
prescribed Form AOC-1 is attached which forms part of the Financial Statements.

8.4 JOINT VENTURES / ASSOCIATE COMPANIES :

During the year 2024-25, the Company does not have any Joint Ventures/ Associate Company.

9. PUBLIC DEPOSITS :

The Company has neither invited nor accepted any deposits falling under the ambit of Section 73 of the Act and the
Companies (Acceptance of Deposit) Rules, 2014 framed thereunder during the year under review.

10. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED:

The particulars of loans given, investments made, guarantees given or security provided under the provisions of
Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given under
notes to the Financial Statements, which forms part of this Annual Report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year under review, all contracts / arrangements entered into by the Company with related
parties were in the ordinary course of business and on an arm''s length basis.

There are no materially significant related party transactions that may have potential conflict with the interest of
the Company at large except Advance of Loans / Investment in Wholly Owned Subsidiary of the Company.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the
Company''s website: www.shradhainfra.in.

Pursuant to Section 134(3)(h) of the Act read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014,
disclosures of Related Party Transactions in the prescribed Form AOC-2 is attached as "Annexure II", which forms
part of the Board''s Report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with Section 135 of the Act, the Company has a Corporate Social Responsibility (CSR) Committee.
The details of CSR Committee are stated in the Report on Corporate Governance forming part of this Annual
Report.

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy
("CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board.
The CSR Policy is available on the Company''s website: www.shradhainfra.in.

An Annual Report on CSR Activities of the Company for the Financial Year 2024-25 is annexed as "Annexure III"
which forms part of the Board''s Report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the
information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as
follows:

(A) CONSERVATION OF ENERGY :

(i) The Steps taken or impact on conservation of energy:

The Company lays great emphasis on savings in the cost of energy consumption. Therefore, achieving
reduction in per unit consumption of energy is an ongoing exercise in the Company. The effective
measures like education, training, publicity, messaging through use of social media have been taken to
minimize the loss of energy as far as possible.

The Company does not have any internal generation of power (captive, surplus or otherwise) and the
amount spent during the financial year 2024-25 is Rs NIL/-.

(ii) Steps taken by the Company for utilizing alternate sources of energy:

Presently, the Company does not have any alternate sources of energy for internal generation of power
(captive, surplus or otherwise). However, the management of the Company is exploring an alternative
source of energy like solar, wind, thermal or otherwise for internal generation of power for captive
purposes.

(iii) The Capital investment on energy conservation equipment:

The Company has not made any capital investment on energy conservation equipment/s.

(B) TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

(i) The efforts made towards technology absorption:

The Company is always in pursuit of finding the ways and means to improve the performance, quality
and cost effectiveness of its services. The technology used by the Company is updated as a matter of
continuous exercise.

(ii) The benefits derived like product improvement, cost reduction, product development or import
substitution:

As the Company is in service industry, there is no question of product improvement, product
development or import substitution. Moreover, the Company has not derived any material benefits in
cost reduction against technology absorption.

(iii) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) :

The Company has not imported any technology during the last three years reckoned from the
beginning of the financial year.

(iv) The expenditure incurred on Research and Development:

The Company does not have a separate independent research and development activity. As such, no
material amount of expenditure was incurred on research and development activity of the Company.

(C) FOREIGN EXCHANGE EARNINGS / OUTGO

During the financial year 2024-25 under review, there are no foreign exchange earnings and outgo.

14. RISKS MANAGEMENT :

In terms of the provisions of Regulation 17 of the Listing Regulations, the Company has framed a Risk Management
Policy, for assessment and minimization of risk.

Risk Management Policy enables the Company to ensure sustainable business growth with stability and to
promote a proactive approach in reporting, evaluating and resolving risks associated with the business. The Board
members are informed about risk assessment and minimization procedures after which the Board formally
adopted steps for framing, implementing and monitoring the risk management plan for the Company.

The details of Risk Management Policy are available on the Company''s website: www.shradhainfra.in.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:

Pursuant to the provisions of Section 177 of the Act read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, the Company has established a Vigil Mechanism that enables the directors, employees and
other stakeholders to report genuine concerns.

The details of Vigil Mechanism are provided in the Corporate Governance Report forming part of this Annual Report.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the
going concern status of the Company and its future operations.

17. AUDITORS :

A. STATUTORY AUDITOR AND THEIR REPORTS:

In compliance with the provisions of the Companies (Audit and Auditors) Rules, 2014, M/s. Paresh Jairam
Tank & Co., Chartered Accountants, having Firm Registration No. 139681W has been appointed as Statutory
Auditors of the Company by the members at their 23rd Annual General Meeting ("AGM") held on 30th
September, 2020 to hold office for their second term of 5 (five) years i.e. till the conclusion of AGM for the
financial year 2024-25. As per the provisions of Section 139 of the Companies Act, 2013 no listed Company
can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. In view
of the above, M/s. Paresh Jairam Tank & Co., Chartered Accountants, Nagpur (ICAI Firm Registration No.
139681W) second term as auditors of the Company is up to the conclusion of the forthcoming Twenty Eighth
(28th ) Annual General Meeting (''AGM'').

Pursuant to the provisions of Section 139 and other applicable provisions, if any, the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014 (as amended), the Company is now required to
appoint the new Statutory Auditors, amongst those who has subjected himself to the peer review process of
the Institute of Chartered Accountants of India and holds a valid certificate issued by the Peer Review Board
of the Institute of Chartered Accountants of India.

The Board of Directors of the Company has based on the recommendation of the Audit Committee at its
meeting held on 28th May 2025 has approved the appointment of M/s M/s. V. K. Surana & Co., Chartered
Accountants, Nagpur (Firm Registration No. 110634W) as the Statutory Auditors of the Company for a First
term of Five (05) Years to hold the office of the Statutory Auditors of the Company for the financial year 2025¬
2026 to 2029-2030, and recommended the same for further approval of the Members of the Company at the
ensuing Annual General Meeting.

M/s. V. K. Surana & Co., Chartered Accountants, Nagpur (Firm Registration No. 110634W), have submitted
their consent and confirmed their eligibility for appointment as Statutory Auditors of the Company under
Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The Audit Committee and the Board of Directors have recommended their appointment considering their
credentials, experience, and proven track record.

M/s. V. K. Surana & Co., established in 1965, is a peer-reviewed firm offering a wide spectrum of services,
including audit, taxation, financial consultancy, and specialized advisory. With over six decades of
professional experience, a qualified team, and robust infrastructure, the firm is known for its quality, client-
focused approach, and commitment to excellence.

EXPLANATIONS BY THE BOARD ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE:

The Auditor''s Report for financial year 2024-25 does not contain any qualification, reservation or adverse
remark. The Auditor''s Report is enclosed with the financial statements in this Annual Report.

During the year under review,

1) The observation(s) made by the Statutory Auditor in their Report are self-explanatory and therefore, do
not call for any further comments under Section 134(3)(f) of the Act.

2) The Auditor''s Report does not contain any reservation, qualification, disclaimer or adverse remarks.

3) The Statutory Auditor has not reported any incident of fraud to the Audit Committee or the Board of
Directors under Section 143(12) of the Act.

B. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

CS Riddhita Agrawal, Company Secretary in Practice, (Certificate of Practice No. 12917) have furnished a

Certificate of their consent, qualification and eligibility and also, have confirmed about their not being
disqualified for the appointment including re-appointment as the Secretarial Auditors of the Company for
the FY 2024-25.

Accordingly, the Board of Directors, on the recommendations of the Audit Committee, of the Company, has
approved and appointed, CS Riddhita Agrawal, Company Secretary in Practice, (Certificate of Practice No.
12917), as the Secretarial Auditors of the Company for the FY 2024-25.

The Secretarial Audit Report in Form No. MR-3 submitted by CS Riddhita Agrawal, Company Secretary in
Practice, (Certificate of Practice No. 12917), the Secretarial Auditors of the Company, do not contain any
adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the
Company. The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors of the
Company, for the FY 2024-25 is attached herewith as an "Annexure IV", which forms part of the Board''s Report.
Pursuant to SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, and in
compliance with the amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("LODR Regulations"), the appointment, re-appointment, or continuation of the
Secretarial Auditor of the Company with effect from April 1, 2025, shall be in accordance with the revised
regulatory framework.

The said circular further mandates that the tenure of appointment of the Secretarial Auditor shall not be for a
period less than five years. In accordance with the above requirements, the Company approached Ms.
Riddhita Agrawal, Practicing Company Secretary, who has conveyed her consent and confirmed her
eligibility to be appointed as the Secretarial Auditor of the Company. Based on the recommendation of the
Audit Committee, the Board of Directors recommends the appointment of Ms. Riddhita Agrawal for a
continuous term of five (5) financial years commencing from FY 2025-26 to FY 2029-30.

The said appointment is subject to the approval of the members at the ensuing 28th Annual General
Meeting.

C. SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY:

For the financial year 2024-25, SUNTECH INFRAESTATE NAGPUR PRIVATE LIMITED (''SINPL'')'' and ''ACTIVE
INFRASTRUCTURES LIMITED (''AIL'')'' ("Subsidiary Companies") are the material unlisted/Listed subsidiaries
of the Company. As per Regulation 24A of SEBI Listing Obligation and Disclosure Requirements, 2015, the
Secretarial Audit of the material subsidiaries mentioned above has been conducted for the financial year
2024-25 by Practicing Company Secretary. None of the said Audit Reports contain any qualification,
reservation or adverse remark or disclaimer. The Secretarial Audit Reports of material subsidiaries for the
financial year ended 31st March, 2025, are annexed herewith and marked as Annexure- V to this Report.

D. INTERNAL AUDITOR / INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules,
2014 and on recommendation of Audit Committee, M/s. V. K. Surana & Co., Chartered Accountants, Nagpur
(Firm Registration No. 110634W) were appointed as the Internal Auditors of the Company to periodically
audit the adequacy and effectiveness of the internal controls laid down by the management and suggest
improvements.

The Company ensures reliability in conducting its business, precision and comprehensiveness in
maintaining accounting records and anticipation and detection of frauds and errors. There were no adverse
remarks or qualification on accounts of the Company marked by the Internal Auditors.

E. COST AUDITORS :

The provisions of Cost Audit as prescribed under Section 148 of the Act and the rules framed thereunder are
not applicable to the Company.

F. DISCLOSURES AS MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF
THE COMPANIES ACT, 2013

The Company does not fall under the preview of section 148 of the Companies Act, 2013, and hence it is not

required to maintain any cost records and accordingly such accounts and records are not made and
maintained by the company.

18. EXPLANATIONS IN RESPONSE TO AUDITORS'' QUALIFICATIONS:

The Audit Report/s submitted by the Statutory Auditors, Secretarial Auditors and Internal Auditors of the
Company, for the FY 2024-25, do not contain any qualification or adverse remarks. The observations made by all
the Auditors in their respective Report/s are self-explanatory and as such, do not call for any explanations.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year 2024-2025 under review, the Company was in compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India with respect to meetings of the Board of
Directors (SS-1) and on General Meetings (SS-2) & on Dividend (SS-3). Further, the Company has to the extent
voluntarily adopted for the compliance of Secretarial Standard (SS-4) on report of the Board of Directors for the
financial year ended on 31st March, 2025.

20. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):

During the FY 2024-25 under review, no such event occurred by which Corporate Insolvency Resolution Process
can be initiated under the Insolvency And Bankruptcy Code, 2016 (IBC). As such, no specific details are required to
be given or provided.

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

During the FY 2024-25 under review, there has been no One Time Settlement (''OTS'') of Loans taken from Banks
and Financial Institutions.

22. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the FY 2024-25 under review, there is no occasion wherein the Company failed to implement any Corporate
Action. As such, no specific details are required to be given or provided.

23. ANNUAL RETURN:

The Annual Return in Form MGT-7 for the financial year ended 31st March, 2025, is available on the website of the
Company at www.shradhainfra.in

24. OTHER DISCLOSURES :

• AUDITED FINANCIAL STATEMENTS - STANDALONE & CONSOLIDATED:

For the FY 2024-25 under review, the Company has prepared the audited financial statements on standalone
as well as consolidated basis after incorporating the share of profit or loss from its subsidiary companies
namely Mrugnayani Infrastructures Private Limited (''MIPL'') Suntech Infraestate Nagpur Private Limited
(''SINPL'') & Active Infrastructures Limited (''AIPL'') and Step Down Subsidiaries i.e. Achievers Ventures Private
Limited and Digvijay Shradha Infrastructures Private Limited.

• MATERIAL DEVELOPMENT IN HUMAN RESOURCES:

During the FY 2024-25 under review, industrial relations remained cordial. Employees'' competencies and skills
were enhanced by exposing them to several internal and external training programme/s. A number of
measures were taken to improve motivation level of employees. Additional efforts are continued to be
implemented with a view to obtain commitment and loyalty towards the organisation.

• INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees and
Visiting Faculties in all areas of operations. The Company has a structured induction process and management
development programs / workshops to upgrade skills of managers / Employees. Objective appraisal systems
based on Key Result Areas are in place for senior management staff. Additional efforts are continued to be
implemented with a view to obtain commitment and loyalty towards the organization.

The Company is dedicated to enhance and retain top talent through superior learning and organizational
development, as this being the pillar to support the Company''s growth and sustainability in the future.

• HEALTH AND SAFETY:

The operations of the Company are conducted in such a manner that it ensures safety of all concerned
and a pleasant working environment. Safety Committee and Apex Committee are available for periodical
review on safety, health & environment of all departments.

Regular Training on Safety is being organized for New Joinee, regular employees & contract labour. Mock-
drills are conducted for practical exposure to meet emergency need on quarterly basis. Hand book on safety
awareness are distributed to all employees.

25. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:

• STATEMENT OF DEVIATIONS AND VARIATIONS:

In compliance with the provisions of Regulation 32(8) of Listing Regulations, there has been no Deviation(s)
and / or Variation(s) in the utilization of the fund raised from the Initial Public Offer (IPO) as disclosed in the
Company''s Prospectus dated November 16, 2017 for the period ended March 31,2025, as it has been utilized
fully for the purpose for which funds was raised.

• MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34
read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of the
Annual Report.

• LISTING OF SHARES:

The equity shares of the Company have been listed and actively traded on the National Stock Exchange
(Capital Market Segment-Main Board) effective 22nd October, 2020. There was no occasion wherein the
equity shares of the Company have been suspended for trading during the financial year 2024-25.

• CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the
Corporate Governance practices or requirements as set out in the Listing Regulations by the SEBI, enforced
through the National Stock Exchange .The Company has also implemented several best Corporate
Governance practices as prevalent globally. Your Board of Directors are pleased to report that your Company
has complied with the SEBI Guidelines on Corporate Governance for the Financial Year 2024-25 ended as of
31st March, 2025 relating to the Listing Regulations. The details regarding Board and its Committee meetings,
Policy for Appointment of Directors, Remuneration policy for Directors and KMP''s, Induction, training and
familiarization programmes for Directors including Independent Directors and such other related information
has been provided under the Corporate Governance Report, which forms part and parcel of the Board''s
Report. Certificates from CS Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS
10054 & Certificate of Practice No. 12917 & Peer Review Certificate No 1838/2002) confirming compliance
with conditions as stipulated under Listing Regulations and Non-disqualification of Directors are annexed to
the corporate governance Report, which form an integral part of the Board''s Report of the Company.

The Copy of Report on Corporate Governance is enclosed as Annexure- VII.

26. OTHER MATTERS :

(A) DEMATERIALISATION OF SHARES:

As on 31st March 2025, the entire 100% issued, subscribed and paid-up share capital i.e. 5,06,23,480 equity
shares of the Company were held in dematerialised form through depositories namely National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

(B) PAYMENT OF LISTING AND DEPOSITORIES FEES:

The Company, has duly paid the requisite annual listing fees for the FY 2024-25, to the National Stock
Exchange of India Limited (NSE).

The Company, has also duly paid the requisite annual custodian and other fees for the FY 2024-25, to the
National Securities Depository Limited (NSDL) and Central Depository Service India) Limited (CDSIL).

(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING
AND OTHER CODE AND POLICIES OF THE COMPANY:

Your Board of Directors are pleased to report that your Company has complied with the:-

• Dividend Distribution Policy

(https://drive.googlexom/file/d/1th_cvVwo11-oO7U2r0qD5VKWVM8iX6x6/view)

• Policy for Enquiry in case of Leak of UPSI

• Nomination & Remuneration Policy

• Code of Practice for Fair Disclosure of UPSI

• Authorisation to Key Managerial Personnel

• Policy on Document Preservation

• Policy For Determining Material Subsidiary

• Policy For Determination of Materiality of Event & Info

• Familiarisation Programme For Independent Directors

• Corporate Social Responsibility Policy

• Code of Business Principles & Conduct

• Code For Prohibition of Insider Trading

• T&C of Appointment of Independent Directors

• Risk Management Policy

• Policy on Materiality of Related Party Transaction

• Whistle blower Policy

• Policy on Anti-Sexual Harassment

The aforesaid code/s and policy (ies) are available on the Company''s website www.shradhainfra.in

27. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013:

The Company has in place a Policy on prevention, prohibition and redressal of sexual harassment at workplace in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

During the year under review, there were no complaints received under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed of during the FY ?0?4-?5-

(a) Number of complaints pending at the beginning of the year	NIL
(b) Number of complaints received during the year	NIL
(c) Number of complaints disposed-off during the year	NIL
(d) Number of cases pending at the end of the year	NIL

28. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received
the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing
breaks and flexible work options.

29. DATA PRIVACY, DATA PROTECTION, AND CYBERSECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light of the
increasing reliance on digital infrastructure, the Company has implemented comprehensive cybersecurity and
data protection policies, aligned with industry best practices and the evolving regulatory framework, including
provisions under the Information Technology Act, 2000, and applicable data protection regulations.

Key initiatives undertaken during the year include:

• Deployment of end-to-end encryption and multi-layered security protocols for data storage and transfer.

• Regular cybersecurity internal audits and vulnerability assessments.

• Employee training programs on data protection and cybersecurity awareness.

• Strict access control mechanisms and implementation of role-based permissions.

• Data breach response protocols in accordance with the CERT-In guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information
and business continuity.

30. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

Pursuant to the Companies (Audit and Auditors) Second Amendment Rules, 2021, Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014, as amended, mandates that for the financial year commencing on or after April 1,
2023, the statutory auditor shall report on whether the company is maintaining an audit trail (edit log) in its
accounting software and whether the same has been operated throughout the year for all transactions recorded in
such software.

The Company has implemented accounting software that maintains an audit trail in compliance with the said
requirements. The audit trail feature has been enabled and operational throughout the financial year, and it has
not been tampered with. The statutory auditors have confirmed compliance with this requirement in their audit
report for the financial year.

31. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9
OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Companies (Management and Administration) Rules, 2014, every company which
has a share capital or which otherwise maintains a register of members is required to appoint a designated person
responsible for furnishing, extending, or authenticating information with respect to beneficial ownership and
related matters, as may be required under the applicable provisions of the Companies Act, 2013 and the rules
made thereunder.

The Company has duly appointed Mr. Shrikant Sharad Huddar, Company Secretary and Compliance Officer, as the
designated person for this purpose, and the details have been internally recorded for compliance. This
appointment ensures adherence to the applicable requirements under Rule 9 of the said Rules.

32. OBTAINING ISIN BY NON-SMALL COMPANIES - COMPANIES (PROSPECTUS AND ALLOTMENT OF
SECURITIES) SECOND AMENDMENT RULES, 2023 OF THE COMPANIES ACT 2013.

The Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023, require all non-small
companies to obtain an International Securities Identification Number (ISIN) for their securities to ensure better
transparency, traceability, and marketability.

The Company, being a public company, had already obtained the ISIN INE715Y01031 for its equity shares and is
fully compliant with the above-mentioned requirement. No further action was required under the amended rules.
CAUTIONARY STATEMENT

Certain statements in the Boards'' Report describing the Company''s objectives, projections, estimates,
expectations or predictions may be forward-looking statements within the meaning of applicable securities laws
and regulations. Actual results could differ from those expressed or implied. Important factors that could make a
difference to the Company''s operations include labour and material availability, and prices, cyclical demand and
pricing in the Company''s principal markets, changes in government regulations, tax regimes, economic
development within India and other incidental factors.

ACKNOWLEDGMENT:

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National

Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI), Auditors, Advisors & Consultants,
other Intermediary service provider/s and other Investor/s for their continuous support for the working of the
Company. The Board of Directors also take this opportunity to extend its sincere thanks for co-operation and
assistance received by the Company from the Central - State - Local Government and other regulatory authorities,
Bankers and Members.

The Directors also record their appreciation of the dedication of all the employees at all levels for their support and
commitment to ensure that the Company continues to grow.

For and On behalf of the Board of Directors of
For SHRADHA INFRAPROJECTS LIMITED

SD/- SD/-

NITESH SANKLECHA SHREYAS SUNIL RAISONI

MANAGING DIRECTOR & CFO WHOLETIME DIRECTOR

(DIN: 03532145) (DIN:06537653)

Date : 28^th May, 2025
Place : Nagpur

---

Mar 31, 2024

The Board of Directors of Shradha Infraprojects Limited ("the Company" or "SHRAHDA") have pleasure in presenting the Twenty Seventh (27th) Annual Report of the Company covering the highlights of the finances, business, and operations of your Company. Also included herein are the Audited Financial Statements of the Company (standalone and consolidated) prepared in compliance with Ind AS accounting standards, for the financial year ended March 31, 2024.

1. COMPANY INFORMATION:1.1 FINANCIAL SUMMERY:

The Company''s financial performance (Standalone & Consolidated) during the financial year ended March 31, 2024 is summarised below:

Financial Results (Standalone & Consolidated)

(Amount in ''Rs. Lakhs except EPS)
Description	Standalone 2023-24	Standalone 2022-23	Consolidated 2023-24	Consolidated 2022-23
Revenue from Operations	1308.58	102.39	11044.93	9042.22
Other Income	620.14	930.70	657.94	708.31
Total Income	1928.72	1033.09	11702.87	9750.53
Purchase of Stock- in- trade	759.12	43.17	8688.56	7671.41
Employee Benefits Expense	61.62	82.53	71.12	84.50
Finance Cost	0.09	2.05	14.76	4.21
Depreciation & Amortization Expenses	6.33	8.29	345.48	12.40
Other Expenses	48.01	51.18	111.47	63.01
Total Expenses	875.18	187.23	9231.40	7835.54
Profit / (Loss) before Exceptional Items and Tax	1053.54	845.86	2471.47	1915.00
Exceptional Items	—	—	—	—
Profit Before Tax	1053.54	845.86	2471.47	1915.00
Tax Expenses	105.44	154.31	469.69	488.62
Profit After Tax	948.10	691.54	2001.78	1426.38
Other Comprehensive Income	4.72	0.65	7.89	0.65
Tax expenses	----	----	----	----
Net Amount
Total Comprehensive Income	952.82	692.19	2009.67	1427.03
Less- Share of Non-Controlling Interest	----	----	----	----
Profit for the year for the owners of the Company		----	----	----
Earnings per share (Basic)	4.68	3.42	9.21	7.01
Earnings per share (Diluted)	4.68	3.42	9.21	7.01

Note: Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification /disclosure.

HIGHLIGHTS OF THE COMPANY''S FINANCIAL PERFORMANCE:

The highlights of the Company''s performance (Standalone) for the financial ended March 31, 2024 are summarized below:

4 Revenue from Operations and Other income for the FY 2023-24 is '' 1928.72 Lakhs against '' 1033.09 Lakhs for the FY 2022-23.

4 Profit before Tax for the FY 2023-24 is '' 1053.54 Lakhs against '' 845.86 Lakhs for the FY 2022-23.

4 Net Profit for the FY 2023-24 is '' 948.10 Lakhs as compared to '' 691.54 Lakhs for the FY 2022-23, Earnings per Share (EPS) for the FY 2023-24 is '' 4.68 vis-a-vis '' 3.42 as on FY 2022-23.

The highlights of the Company''s performance (Consolidated) for the financial ended March 31, 2024 are summarized below:

4 Total Consolidated Revenue from Operations and other Income, for the FY 2023-24 was '' 11702.87 Lakhs as compared to '' 9750.53 Lakhs in FY 2022-23.

4 Consolidated Profit before Tax for the FY 2023-24 was '' 2471.47 Lakhs as compared to '' 1915.00 Lakhs in 2022-23.

4 Consolidated Profit after Tax for the FY 2023-24 was '' 2001.78 Lakhs as compared to '' 1426.38 Lakhs in 2022-23.

4 Earnings per Share (EPS) for the FY 2023-24 is '' 9.21 vis-a-vis '' 7.01 as on FY 2022-23.

1.2 TRANSFER TO RESERVES:

The amount transferred to Reserves and Surplus (Balance Sheet) as at 31st March 2024 (FY 2023-24) (Previous Year FY 2022-23) is as follows:-

		(Rs. in lakhs)
Particulars	As at 31.03.2024	As at 31.03.2023
Other Equity Reserves and Surplus: (a) Securities Premium Balance as per last balance sheet	1,208.48	1,208.48
Add: Addition/deletion during the year	-	-
Total	1,208.48	1,208.48
(b) Amalgamation Reserve Balance as per last balance sheet	8.11	8.11
Add: Addition/deletion during the year	-	-
Total	8.11	8.11
(c) Surplus in Statement of Profit and Loss Balance as per last balance sheet	3,688.79	3,199.74
Add: Profit for the year	948.10	691.54
Less: Dividend Paid (Interim)	(50.62)	(202.49)
Total	4586.27	3,688.79
Total Reserves and Surplus	5802.86	4,905.38
Other Comprehensive Income: (a) Actuarial Gains on Remeasurement of PVDBO Balance at the beginning of the period	0.65
Add: Addition durig the period through OCI	4.72	0.65
Total	5.37	0.65
TOTAL	5808.23	4,906.03

The opening balance as on 01^st April, 2023 of Reserves & Surplus Account stood at '' 4,906.03/- Lakhs. After making adjustments and appropriations, the closing balance as on 31^st March 2024 of Reserves & Surplus Account stood at '' 5808.23/- Lakhs. The Members are advised to refer the Note No. 13 as given in the financial statements which forms the part of the Annual Report.

1.3 DIVIDEND :

During the financial year 2023-24 under review, a final dividend @ 5% (Five Percent) i.e. Rs.0.25/- (Rupees Twenty Five Paisa Only) per Equity Share of face value of Rs.5/- each appropriated from the profits of the year 2022 - 2023, and was paid to those members whose names appear on the Register of Members on Friday, 07^th July, 2023 after approval of the shareholders (members) at their Twenty Sixth (26^th) Annual General Meeting held on 22^nd July, 2023.

Further, Your Directors recommended a final dividend @ 20% (Twenty Percent) i.e. Rs.1/- (Rupees One Only) per Equity Share of face value of Rs.5/- each appropriated from the profits of the year 2023 - 2024, subject to the approval of the shareholders (members) at the ensuing Twenty Seventh (27^th) Annual General Meeting and will be paid to those members whose names appear on the Register of Members on Friday, 12^th July, 2024.

1.4 MAJOR EVENTS OCCURRED DURING THE YEAR:i) STATE OF COMPANY''S AFFAIRS OF THE COMPANY.

During the financial year 2023-24 under review, there are no major events occurred, affecting the state of affairs of the company that include segment-wise position of business and its operations, status, key business developments, financial year, capital expenditure programs, status related to acquisition, merger, expansion, modernization, diversification, acquisition and assignment of material Intellectual Property Rights or any other material event having an impact on the affairs of the company.

ii) CHANGE IN THE NATURE OF BUSINESS:

The Company is primarily engaged in the activities of Real Estate Development. The Company develops residential, commercial, retail and social infrastructure projects. There was no change in nature of the business of the Company, during the year under review.

iii) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report. The Company will continue to closely monitor any material changes to future economic conditions.

iv) DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT:

There is no occasion whereby the Company has either revised or required to revise the Financial Statement or the Board''s Report of the Company for any period prior to the FY 2023-24. Hence, no specific details are required to be given or provided.

2. BROAD INFORMATION:OVERVIEW OF THE INDUSTRY

The details discussion on the overview of the industry is covered under the Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

ECONOMIC OUTLOOK

The details discussion on the Global Economic outlook is covered under the Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

3. ALTERATION OF THE OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY:

During the year under review, the members of the Company, has not made any alteration in the Memorandum of Association and Articles of Association of the Company.

4. SHARE CAPITAL STRUCTURE :

The Capital Structure of the company as on 31st March, 2024 is as follows:

(Rs. In lakhs)
Particulars	As at 31.03.2024		As at 31.03.2023
	No. of Shares	Amount	No. of Shares	Amount
Share Capital Authorised Share Capital -Equity Shares at a par value of Rs.5/- (Rs.5/-) each	2,20,00,000	1,100.00	2,20,00,000	1,100.00
Issued, Subscribed and Fully Paid-up Capital - Equity Shares at a par value of Rs.5/- (Rs.5/-) each fully paid up	2,02,49,392	1,012.47	2,02,49,392	1,012.47
TOTAL		1,012.47		1,012.47

4.1 DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

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

4.2 DISCLOSURE RELATING TO SWEAT EQUITY SHARES:

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

5. CREDIT RATING OF SECURITIES:

During the F.Y. 2023-24 under review, the Company has neither issued nor required to obtain credit rating of its securities. As such, no specific details are required to be given or provided.

6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There was no amount liable or due to be transferred to Investor Education and Protection Fund (IEPF) during the financial year ended March 31,2024.

7. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2024, the Board of Directors comprised of 6 (Six) Directors which includes Two (2) Executive Director, One (1) Non - Executive Director and Three (3) Independent Directors. The overall composition of Board of Directors included one women Directors.

Further the changes amongst the Board of Director/s including the Executive Director/s and Key Managerial

Personnel during the period under review are as follows:-

I. CHANGES RELATED TO THE NON EXECUTIVE/ EXECUTIVE DIRECTOR/S:

A. Pursuant to the applicable provisions of the Companies Act, 2013, the Members of the Company, on the recommendation of the Board of Directors and the Nomination and Remuneration Committee (NRC) of the Board, at their Twenty-Sixth (26^th) Annual General Meeting held on 22^nd July, 2023, consented to the reappointment of Mr. Nitesh Sanklecha (DIN: 03532145), (Category: Executive, Non-Independent) Managing Director of the Company, who retired by rotation and being eligible offered himself for re-appointment.

B. Pursuant to the applicable provisions of the Companies Act, 2013, the Members of the Company, on the recommendation of the Board of Directors and the Nomination and Remuneration Committee (NRC) of the Board, at their Twenty-Sixth (26^th) Annual General Meeting held on 22^nd July, 2023, consented to the appointment of Mr. Chandrakant Waikar (DIN: 09533456) as a Director who was appointed as an

Additional Director (Category: Non- Executive Non- Independent Director) of the Company w.e.f. 28th June, 2023.

II. CHANGES RELATED TO THE KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, there was no change in the Key Managerial Personnel (KMP) of the Company. In accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel (KMP) of the Company viz:

Sr. No.	Name of KMP	Designation
1.	Mr. Nitesh Sanklecha	Managing Director & Chief Financial Officer
2.	Mr. Shreyas Raison	Whole-Time Director
3.	Mr. Shrikant Huddar	Company Secretary & Compliance Officer

Further, during the year under review, The Board of Directors at its meeting held on 16^th January, 2024 and based on the recommendations by the Nomination and Remuneration Committee approved and recommended the appointment of Mr. Shrikant Huddar (ICSI Membership No. A38910) as the Company Secretary (CS) of the Unlisted Material Wholly Owned Subsidiary Company "Suntech Infraestate Nagpur Private Limited", in place of Ms. Anuradha Davande (ICSI Membership No. ACS 69037) who was ceased to be the Company Secretary - Designated Key Managerial Personnel (KMP) of the Company with effect from 06th January, 2024.

Accordingly, Mr. Shrikant Huddar (ICSI Membership No. A38910) has been appointed as the Company Secretary (CS) of the Unlisted Material Wholly Owned Subsidiary Company "Suntech Infraestate Nagpur Private Limited", w.e.f. 22nd January2024.

III. CHAIRMAN OF THE BOARD:

During the year under review, there was no change in the Chairman of the Board of Directors of the Company and Mr. Satish Wate Director (Category: Independent, Non-Executive Director) will continued to serve as the Chairman of the Board of Directors of the Company, effective on June 10, 2021.

IV. DIRECTOR RETIREMENT BY ROTATION:

Pursuant to Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Shreyas Raisoni (DIN: 06537653), retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his reappointment.

A brief resume & other details of the above Director seeking re-appointment are provided in the Notice of AGM.

V. STATEMENT OF DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations.

VI. DECLARATION REGARDING NON - APPLICABILITY OF THE DISQUALIFICATION:

During the year under review, the Company has received the written declarations from all the Directors of the Company regarding non-applicability of the disqualification as mentioned under Section 164 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014. The Board noted the same and further the company obtained the Certificate from CS Riddhita Agrawal, (ICSI Membership Number FCS 10054 and Certificate of Practice Number 12917 and Peer Review Certificate No. 1838/2022), Practicing Company Secretary, Mumbai.

VII. COMPOSITION OF THE BOARD DURING FINANCIAL YEAR 2023-24:

The Composition of Board of Directors of the Company during the Financial Year 2023-24 is as follows:

Sr. No.	Name	Designation
1.	Mr. Satish Wate	Chairman- Independent Director
2.	Mr. Nitesh Sanklecha	Managing Director cum Chief Financial Officer
3.	Mr. Shreyas Raisoni	Whole-Time Director
4.	Mr. Chandrakant Waikar (Appointed w.e.f. 28.06.2023)	Non- Independent Director
5.	Mr. Ravindra Singh Singhvi	Independent Director
6.	Ms. Asha Sampath	Independent Director
7.	Mrs. Mragna Gupta (Ceased w.e.f. 28.06.2023)	Non- Independent Director
8.	Mr. Shrikant Huddar	Company Secretary & Compliance Officer

VIII MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review total Seven (7) Board Meetings were held and the gap between two meetings did not exceed 120 days. The Board meetings were held on:

Sr. No. of Meeting	Day	Date
01/2023-24	Saturday	06th May, 2023
02/2023-24	Saturday	27th May, 2023
03/2023-24	Wednesday	28th June, 2023
04/2023-24	Saturday	12th August, 2023
05/2023-24	Monday	06th November, 2023
06/2023-24	Tuesday	16th January, 2024
07/2023-24	Saturday	23rd March, 2024

The details of Board Meetings are provided in the Corporate Governance Report forming part of this Annual Report.

IX. COMMITTEES OF THE BOARD :

The Board has established the following Committees:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Grievances and Relationship Committee

4. Corporate Social Responsibility Committee

5. Management Committee

The compositions of the Committees during the Financial Year 2023-24 are detailed below:
Sr. No.	Name of Committee Members	Audit Committee	Nomination & Remuneration Committee	Stakeholders'' Grievances and Relationship Committee	Corporate Social Responsibility Committee	Management Committee
1.	Mr. Satish Wate	Chairman	Member	Member	-	-
2.	Mr. Nitesh Sanklecha	-	-	-	Chairman	Chairman
3.	Mr. Chandrakant Waikar (appointed w.e.f. 12.08.2023)**	Member**	Member**	Member**	Member**	Member**
4.	Mr. Ravindra Singh Singhvi	Member	Chairman	Member	Member	-
5.	Mrs. Asha Sampath	Member	Member	Chairperson*	-	-
6.	Mr. Shreyas Raisoni	-	-	-	Member	Member
7.	Mrs. Mragna Gupta (ceased w.e.f. 28.06.2023)**	Member**	Member**	Chairperson*	Member**	Member**

The detailed disclosures of all the Committees of the Board of Directors are provided in the Corporate Governance Report forming part of this Annual Report.

* Ms. Asha Sampath becomes the Chairperson of Stakeholders'' Grievances and Relationship Committee w.e.f. 12.08.2023 as Mrs. Mragna Gupta resigned from the Directorship w.e.f. 28.06.2023).

** Mr. Chandrakant Waikar becomes the Member of the above Committees w.e.f. 12.08.2023 in place of Mrs. Mragna Gupta as she resigned from the Directorship w.e.f. 28.06.2023).

X. RECOMMENDATIONS OF AUDIT COMMITTEE:

There is no occasion wherein the board of directors of the Company has not accepted any recommendations of the Audit committee of the Company during the financial year 2023-24. As such, no specific details are required to be given or provided.

XI. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The highlights of the Familiarization Programme are explained in the Corporate Governance Report forming part of this Annual Report and are also available on the Company''s website: www.shradhainfra.in

XII. BOARD EVALUATION:

In pursuant to the provisions of Section 134(3) (p) of the Act, the Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning.

In terms of the framework of the Board Performance Evaluation, the Nomination and Remuneration Committee and the Board of Directors have carried out an annual performance evaluation of the performance of its own performance, Committee and Individual Directors.

The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted based on the evaluation parameters such as Board composition and Structure, effectiveness of the Board, participation at meetings, awareness, observance of governance, and quality of contribution, etc.

XIII APPOINTMENT AND REMUNERATION POLICY :

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted a policy for selection, appointment and remuneration of Directors and Key Managerial Personnel.

The detailed features of Remuneration Policy are stated in the Report on Corporate Governance forming part of this Annual Report.

XIV PARTICULARS OF EMPLOYEES:

The disclosures pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure I", which forms part of the Board''s Report.

XV REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company does not have any Holding Company. Further, the Managing or Whole-time Director have not received any remuneration from its subsidiaries company during the FY 2023-24.

XVI DIRECTORS'' RESPONSIBILITY STATEMENT:

During the year under review, the Audited Financial Statements of the Company for the year under review are in conformity with the requirements of the Act read with the rules made thereunder and the Accounting Standards. To the best of their knowledge and ability, the Board of Directors makes the following statements in terms of Section 134 of the Act:

(a) that in the preparation of the Annual Accounts for the year ended March 31, 2024, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

(c) that 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 and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:8.1 SUBSIDIARIES COMPANIES:

During the year under review, the Company has Three (3) Subsidiary Companies and Two (2) Fellow Subsidiary Companies. The details are given below:

(A) MRUGNAYANI INFRASTRUCTURES PRIVATE LIMITED (MIPL)CIN: U45200MH2008PTC180766

The Company has 51% equity stake in Mrugnayani Infrastructures Private Limited, thus according to Section 2(86) of the Companies Act, 2013, it became a subsidiary of the Company w.e.f. March 31,2017.

During the year under review, the total revenue of Mrugnayani Infrastructures Private Limited was Rs. 18.24/- in 2023-24 compared to 0.47/- in 2022-23. The Net Profit after tax/ (loss) for the year 2023-24 was Rs. 3.20/- as against Rs. (5.91)/- in the year 2022-23. (Rs. In lakhs)

(B) SUNTECH INFRAESTATE NAGPUR PRIVATE LIMITED (''SINPL'')CIN: U70102MH2012PTC228897

The Company has 100% equity stake in SINPL, thus according to Section 2(86) of the Companies Act, 2013, it became a Wholly - Owned Subsidiary of the Company w. e. f. February 20, 2018.

During the year under review, the total revenue of Suntech Infraestate Nagpur Private Limited was Rs. 12.85/- in 2023-24 compared to 9.39/- in 2022-23. The Net Profit after tax for the year 2023-24 was Rs. 6.93/- as against Rs. 4.88/- in the year 2022-23. (Rs. In lakhs)

(C) ACTIVE INFRASTRUCTURES PRIVATE LIMITED (AIPL)CIN: U45200MH2007PTC174506

The Company has 100% equity stake in ''Active Infrastructures Private Limited'', thus it became the Wholly Owned Subsidiary of the Company as per section 2(86) of the Companies Act, 2013 w.e.f. June 22, 2018.

During the year under review, the total revenue of Active Infrastructures Private Limited was Rs. 5901.29/- in 2023-24 compared to Rs. 8351.55/- in 2022-23. The Net Profit after tax for the year 202324 was Rs. 761.66/- as against Rs. 8.75/- in the year 2022-23. (Rs. In lakhs)

• DETAILS OF FELLOW SUBSIDIARIES COMPANIES:(D) ACHIEVERS VENTURES PRIVATE LIMITED (AVPL)

The unlisted material subsidiary Company " Active Infrastructures Private Limited " has 100% equity stake in "Achievers Ventures Private Limited", thus it became the Wholly Owned Subsidiary of the unlisted material subsidiary Company and Fellow Subsidiary of the Company, as per section 2(86) of the Companies Act, 2013 w.e.f. 04th February, 2022.

During the year under review, the total revenue of Achievers Ventures Private Limited was Rs. 447.95/-in 2023-24 compared to Rs. 590.62/- in 2022-23. The Net Profit / (Loss) after tax for the year 2023-24 was Rs. 7.33/- as against loss of Rs. 11.70/- in the year 2022-23. (Rs. In lakhs)

(E) DIGVIJAY SHRADHA INFRASTRUCTURE PRIVATE LIMITED:

The unlisted material subsidiary Company " Active Infrastructures Private Limited " has 50.50% equity stake in "Digvijay Shradha Infrastructure Private Limited", thus it became the Subsidiary of the unlisted material subsidiary Company and Fellow Subsidiary of the Company, as per section 2(86) of the Companies Act, 2013 w.e.f. 09th June, 2022.

During the year under review, the total revenue of Digvijay Shradha Infrastructure Private Limited was Rs. 3393.81/- in 2023-24 compared to Rs. 16.55/- in 2022-23. The Net Profit / (Loss) after tax for the year 2023-24 was Rs.275.77/- as against profit of Rs. 8.21/- in the year 2022-23. (Rs. In lakhs)

8.2 MATERIAL SUBSIDIARIES:

The Board of Directors of the Company has approved Policy for determining material subsidiaries in line with the Listing Regulations. The Policy has been available on the Company''s website: www.shradhainfra.in.

As per the Companies policy for determining material subsidiaries in line with the thresholds laid down under the SEBI Listing Regulations, the ''Suntech Infraestate Nagpur Private Limited (''SINPL'')'' and ''Active Infrastructures Private Limited'' (''AIPL'')'' ("Subsidiary Companies") are classified as the Material Subsidiaries of the Company, as the income/ net worth exceeds ten percent of the consolidated income/ net worth of the listed entity and its subsidiaries in the immediately preceding accounting year.

8.3 CONSOLIDATED FINANCIAL STATEMENTS:

The Board of Directors of the Company at its meeting held on May 30, 2024 approved the Audited Consolidated Financial Statements together with the Auditors'' Report thereon for the Financial Year ended March 31, 2024 forms part of the Annual Report. Pursuant to Section 129(3) of the Act, a Statement

containing salient features of the financial statements of each of the Subsidiaries of the Company in the prescribed Form AOC-1 is attached which forms part of the Financial Statements.

8.4 JOINT VENTURES / ASSOCIATE COMPANIES :

During the year 2023-24, the Company does not have any Joint Ventures/ Associate Company.

9. PUBLIC DEPOSITS :

The Company has neither invited nor accepted any deposits falling under the ambit of Section 73 of the Act and the Companies (Acceptance of Deposit) Rules, 2014 framed thereunder during the year under review.

10. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED:

The particulars of loans given, investments made, guarantees given or security provided under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given under notes to the Financial Statements, which forms part of this Annual Report.

11. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year under review, all contracts / arrangements entered into by the Company with related parties were in the ordinary course of business and on an arm''s length basis.

There are no materially significant related party transactions that may have potential conflict with the interest of the Company at large except Advance of Loans / Investment in Wholly Owned Subsidiary of the Company.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company''s website: www.shradhainfra.in.

Pursuant to Section 134(3)(h) of the Act read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014, disclosures of Related Party Transactions in the prescribed Form AOC-2 is attached as "Annexure II", which forms part of the Board''s Report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with Section 135 of the Act, the Company has a Corporate Social Responsibility (CSR) Committee. The details of CSR Committee are stated in the Report on Corporate Governance forming part of this Annual Report.

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy is available on the Company''s website: www.shradhainfra.in.

An Annual Report on CSR Activities of the Company for the Financial Year 2023-24 is annexed as "Annexure III" which forms part of the Board''s Report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

(A) CONSERVATION OF ENERGY :

(i) The Steps taken or impact on conservation of energy:

The Company lays great emphasis on savings in the cost of energy consumption. Therefore, achieving reduction in per unit consumption of energy is an ongoing exercise in the Company. The effective measures like education, training, publicity, messaging through use of social media have been taken to minimize the loss of energy as far as possible.

The Company does not have any internal generation of power (captive, surplus or otherwise) and the amount spent during the financial year 2023-24 is Rs NIL/-.

(ii) The Steps taken by the Company for utilizing alternate sources of energy:

Presently, the Company does not have any alternate sources of energy for internal generation of power (captive, surplus or otherwise). However, the management of the Company is exploring an alternative

source of energy like solar, wind, thermal or otherwise for internal generation of power for captive purposes.

(iii) The Capital investment on energy conservation equipment:

The Company has not made any capital investment on energy conservation equipment/s.

(B) TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

(i) The efforts made towards technology absorption:

The Company is always in pursuit of finding the ways and means to improve the performance, quality and cost effectiveness of its services. The technology used by the Company is updated as a matter of continuous exercise.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

As the Company is in service industry, there is no question of product improvement, product development or import substitution. Moreover, the Company has not derived any material benefits in cost reduction against technology absorption.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) :

The Company has not imported any technology during the last three years reckoned from the beginning of the financial year.

(iv) The expenditure incurred on Research and Development:

The Company does not have a separate independent research and development activity. As such, no material amount of expenditure was incurred on research and development activity of the Company.

(C) FOREIGN EXCHANGE EARNINGS / OUTGO

During the financial year 2023-24 under review, there are no foreign exchange earnings and outgo.

14. RISKS MANAGEMENT :

In terms of the provisions of Regulation 17 of the Listing Regulations, the Company has framed a Risk Management Policy, for assessment and minimization of risk.

Risk Management Policy enables the Company to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. The Board members are informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company.

The details of Risk Management Policy are available on the Company''s website: www.shradhainfra.in.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:

Pursuant to the provisions of Section 177 of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism that enables the directors, employees and other stakeholders to report genuine concerns.

The details of Vigil Mechanism are provided in the Corporate Governance Report forming part of this Annual Report.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

17. AUDITORS :A. STATUTORY AUDITOR AND THEIR REPORTS:

In compliance with the provisions of the Companies (Audit and Auditors) Rules, 2014, M/s. Paresh Jairam Tank & Co., Chartered Accountants, having Firm Registration No. 139681W has been appointed as Statutory Auditors of the Company by the members at their 23rd Annual General Meeting ("AGM") held on 30th September, 2020 to hold office for their second term of 5 (five) years i.e. till the conclusion of AGM for the financial year 2024-25.

The Auditor''s Report for financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with the financial statements in this Annual Report.

During the year under review,

1) The observation(s) made by the Statutory Auditor in their Report are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

2) The Auditor''s Report does not contain any reservation, qualification, disclaimer or adverse remarks.

3) The Statutory Auditor has not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act.

B. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

CS Riddhita Agrawal, Company Secretary in Practice, (Certificate of Practice No. 12917) have furnished a Certificate of their consent, qualification and eligibility and also, have confirmed about their not being disqualified for the appointment including re-appointment as the Secretarial Auditors of the Company for the FY 2023-24.

Accordingly, the Board of Directors, on the recommendations of the Audit Committee, of the Company, has approved and appointed, CS Riddhita Agrawal, Company Secretary in Practice, (Certificate of Practice No. 12917), as the Secretarial Auditors of the Company for the FY 2023-24.

The Secretarial Audit Report in Form No. MR-3 submitted by CS Riddhita Agrawal, Company Secretary in Practice, (Certificate of Practice No. 12917), the Secretarial Auditors of the Company, do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company. The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors of the Company, for the FY 2023-24 is attached herewith as an "Annexure IV", which forms part of the Board''s Report.

C. SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY:

For the financial year 2023-24, SUNTECH INFRAESTATE NAGPUR PRIVATE LIMITED (''SINPL'')'' and ''ACTIVE INFRASTRUCTURES PRIVATE LIMITED (''AIPL'')'' ("Subsidiary Companies") are the material unlisted subsidiaries of the Company. As per Regulation 24A of SEBI Listing Obligation and Disclosure Requirements, 2015, the Secretarial Audit of the material subsidiaries mentioned above has been conducted for the financial year 2023-24 by Practicing Company Secretary. None of the said Audit Reports contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Reports of material subsidiaries for the financial year ended 31st March, 2024, are annexed herewith and marked as Annexure- V to this Report.

D. INTERNAL AUDITOR / INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and on recommendation of Audit Committee, M/s. V. K. Surana & Co., Chartered Accountants, Nagpur (Firm Registration No. 110634W) were appointed as the Internal Auditors of the Company to periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements.

The Company ensures reliability in conducting its business, precision and comprehensiveness in maintaining accounting records and anticipation and detection of frauds and errors. There were no adverse remarks or qualification on accounts of the Company marked by the Internal Auditors.

E. COST AUDITORS :

The provisions of Cost Audit as prescribed under Section 148 of the Act and the rules framed thereunder are not applicable to the Company.

18. EXPLANATIONS IN RESPONSE TO AUDITORS'' QUALIFICATIONS:

The Audit Report/s submitted by the Statutory Auditors, Secretarial Auditors and Internal Auditors of the Company, for the FY 2023-24, do not contain any qualification or adverse remarks. The observations made by all the Auditors in their respective Report/s are self-explanatory and as such, do not call for any explanations.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India i.e. SS-1, SS-2 & SS-3 with respect to Board Meetings, General Meetings and Dividend.

20. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the FY 2023-24 under review, no such event occurred by which Corporate Insolvency Resolution Process can be initiated under the Insolvency And Bankruptcy Code, 2016 (IBC). As such, no specific details are required to be given or provided.

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

During the FY 2023-24 under review, there has been no One Time Settlement (''OTS'') of Loans taken from Banks and Financial Institutions.

22. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the FY 2023-24 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such, no specific details are required to be given or provided.

23. ANNUAL RETURN:

The Annual Return in Form MGT-7 for the financial year ended 31st March, 2024, is available on the website of the Company at www.shradhainfra.in

24. OTHER DISCLOSURES :• AUDITED FINANCIAL STATEMENTS - STANDALONE & CONSOLIDATED:

For the FY 2023-24 under review, the Company has prepared the audited financial statements on standalone as well as consolidated basis after incorporating the share of profit or loss from its subsidiary companies namely Mrugnayani Infrastructures Private Limited (''MIPL''), Suntech Infraestate Nagpur Private Limited (''SINPL'') & Active Infrastructures Private Limited (''AIPL'') and Step Down Subsidiaries i.e. Achievers Ventures Private Limited and Digvijay Shradha Infrastructures Private Limited.

• MATERIAL DEVELOPMENT IN HUMAN RESOURCES:

During the FY 2023-24 under review, industrial relations remained cordial. Employees'' competencies and skills were enhanced by exposing them to several internal and external training programme/s. A number of measures were taken to improve motivation level of employees. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organisation.

• INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees and Visiting Faculties in all areas of operations. The Company has a structured induction process and management development programs / workshops to upgrade skills of managers / Employees. Objective appraisal systems based on Key Result Areas are in place for senior management staff. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organization.

The Company is dedicated to enhance and retain top talent through superior learning and organizational development, as this being the pillar to support the Company''s growth and sustainability in the future.

• HEALTH AND SAFETY:

The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. Safety Committee and Apex Committee are available for periodical review on safety, health & environment of all departments.

Regular Training on Safety is being organized for New Joinee, regular employees & contract labour. Mock-drills are conducted for practical exposure to meet emergency need on quarterly basis. Hand book on safety awareness are distributed to all employees.

25. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:• STATEMENT OF DEVIATIONS AND VARIATIONS:

In compliance with the provisions of Regulation 32(8) of Listing Regulations, there has been no Deviation(s) and / or Variation(s) in the utilization of the fund raised from the Initial Public Offer (IPO) as disclosed in the Company''s Prospectus dated November 16, 2017 for the period ended March 31, 2024, as it has been utilized fully for the purpose for which funds was raised.

• MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of the Annual Report.

• LISTING OF SHARES:

The equity shares of the Company have been listed and actively traded on the National Stock Exchange (Capital Market Segment- Main Board) effective 22nd October, 2020. There was no occasion wherein the equity shares of the Company have been suspended for trading during the financial year 2023-24.

• CORPORATE GOVERNANCE :

As the Members are aware, the securities [Equity Shares] of the Company are migrated from SME Platform of National Stock Exchange of India Limited (NSE) namely NSE EMERGE to Main Board of National Stock Exchange of India Limited, effective 22nd October 2020 (Scrip Code - SHRADHA). Therefore, provisions relating to Corporate Governance provided in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI LODR Regulations / Listing Regulations], are applicable to the Company consequent to such migration.

Your Directors are pleased to report that your Company has duly complied with the SEBI Guidelines on Corporate Governance for the year 2023-24 relating to the Listing Regulations.

A Certificate from CS Riddhita Agrawal, Practicing Company Secretary (ICSI Membership No. FCS-10054, Certificate of Practice No. 12917 and Peer Review Certificate No. 1838/2022) confirming compliance with conditions as stipulated under Listing Regulations is annexed to the Corporate Governance Report which forms an integral part of the Board''s Report of the Company.

The Copy of Report on Corporate Governance is enclosed as Annexure- VII.

26. OTHER MATTERS :(A) DEMATERIALISATION OF SHARES:

As on 31st March 2024, the entire 100% issued, subscribed and paid-up share capital i.e. 2,02,49,392 equity shares of the Company were held in dematerialised form through depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

(B) PAYMENT OF LISTING AND DEPOSITORIES FEES:

The Company, has duly paid the requisite annual listing fees for the FY 2023-24, to the National Stock Exchange of India Limited (NSE).

The Company, has also duly paid the requisite annual custodian and other fees for the FY 2023-24, to the National Securities Depository Limited (NSDL) and Central Depository Service India) Limited (CDSIL).

(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY:

Your Board of Directors are pleased to report that your Company has complied with the:-

• Dividend Distribution Policy

(https://drive.google.com/file/d/1th_cvVwo11-oO7U2r0qD5VKWVM8iX6x6/view)

• Policy For Enquiry In Case Of Leak Of UPSI

• Nomination & Remuneration Policy

• Code Of Practice For Fair Disclosure Of UPSI

• Authorisation To Key Managerial Personnel

• Policy On Document Preservation

• Policy For Determining Material Subsidiary

• Policy For Determination Of Materiality Of Event & Info

• Familiarisation Programme For Independent Directors

• Corporate Social Responsibility Policy

• Code of Business Principles & Conduct

• Code For Prohibition of Insider Trading

• T & C of Appointment of Independent Directors

• Risk Management Policy

• Policy On Materiality of Related Party Transaction

• Whistleblower Policy

• Policy on Anti-Sexual Harassment

The aforesaid code/s and policy (ies) are available on the Company''s website www.shradhainfra.in

27. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed of during the FY 2023-24:-

(a) Number of complaints pending at the beginning of the year	NIL
(b) Number of complaints received during the year	NIL
(c) Number of complaints disposed-off during the year	NIL
(d) Number of cases pending at the end of the year	NIL

CAUTIONARY STATEMENT

Certain statements in the Boards'' Report describing the Company''s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company''s operations include labour and material availability, and prices, cyclical demand and pricing in the Company''s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

ACKNOWLEDGMENT:

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI), Auditors, Advisors & Consultants, other Intermediary service provider/s and other Investor/s for their continuous support for the working of the Company. The Board of Directors also take this opportunity to extend its sincere thanks for co-operation and assistance received by the Company from the Central - State - Local Government and other regulatory authorities, Bankers and Members.

The Directors also record their appreciation of the dedication of all the employees at all levels for their support and commitment to ensure that the Company continues to grow.

---

Mar 31, 2023

The Board of Directors of Shradha Infraprojects Limited ("the Company" or "SHRAHDA") have pleasure in presenting the Twenty Sixth (26th) Annual Report of the Company covering the highlights of the finances, business, and operations of your Company. Also included herein are the Audited Financial Statements of the Company (standalone and consolidated) prepared in compliance with Ind AS accounting standards, for the financial year ended March 31, 2023.

1. COMPANY INFORMATION:1.1 FINANCIAL SUMMERY:

The Company''s financial performance (Standalone & Consolidated) during the financial year ended March 31, 2023 is summarised below:

Financial Results (Standalone & Consolidated)

(Amount in ''Rs. Lakhs except EPS)
Description	Standalone 2022-23	Standalone 2021-22	Consolidated 2022-23	Consolidated 2021-22
Revenue from Operations	102.39	70.06	9042.22	180.14
Other Income	930.70	252.91	708.31	287.49
Total Income	1033.09	322.97	9750.53	467.63
Purchase of Stock- in- trade	43.17	66.74	7671.41	163.51
Employee Benefits Expense	82.53	82.70	84.50	87.00
Financial Expenses	2.05	1.54	4.21	2.36
Depreciation & Amortization Expenses	8.29	14.13	12.40	14.17
Other Expenses	51.18	24.47	63.01	30.84
Total Expenses	187.23	189.57	7835.54	297.87
Profit / (Loss) before Exceptional Items and Tax	845.86	133.40	1915.00	169.75
Exceptional Items	—	—	—	—
Profit Before Tax	845.86	133.40	1915.00	169.75
Tax Expenses	154.32	15.51	488.70	22.50
Profit After Tax	691.54	117.89	1426.38	147.25
Other Comprehensive Income	0.65	----	0.65	----
Tax expenses	----	----	----	----
Net Amount
Total Comprehensive Income	692.19	117.89	1427.03	147.25
Less- Share of Non-Controlling Interest	----	----	6.90	0.02
Profit for the year for the owners of the Company		----	1420.13	147.23
Earnings per share (Basic)	3.42	0.58	7.01	0.73
Earnings per share (Diluted)	3.42	0.58	7.01	0.73

Note: Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification /disclosure.

HIGHLIGHTS OF THE COMPANY''S FINANCIAL PERFORMANCE:

The highlights of the Company''s performance (Standalone) for the financial ended March 31, 2023 are summarized below:

4 Revenue from Operations and Other income for the FY 2022-23 is '' 1033.09 Lakhs against '' 322.97 Lakhs for the FY 2021-22.

4 Profit before Tax for the FY 2022-23 is '' 845.86 Lakhs against '' 133.40 Lakhs for the FY 2021-22.

4 Net Profit for the FY 2022-23 is '' 691.54 Lakhs as compared to '' 117.89 Lakhs for the FY 2021-22, Earnings per Share (EPS) for the FY 2022-23 is '' 3.42 vis-a-vis '' 0.58 as on FY 2021-22.

The highlights of the Company''s performance (Consolidated) for the financial ended March 31, 2023 are summarized below:

4 Total Consolidated Revenue from Operations and other Income, for the FY 2022-23 was '' 9750.53 Lakhs as compared to '' 467.63 Lakhs in FY 2021-22.

4 Consolidated Profit before Tax for the FY 2022-23 was '' 1915.00 Lakhs as compared to '' 169.75 Lakhs in 2021-22.

4 Consolidated Profit after Tax for the FY 2022-23 was '' 1426.38 Lakhs as compared to '' 147.23 Lakhs in 2021-22.

4 Earnings per Share (EPS) for the FY 2022-23 is '' 7.01 vis-a-vis '' 0.73 as on FY 2021-22.

1.2 TRANSFER TO RESERVES:

The amount transferred to Reserves and Surplus (Balance Sheet) as at 31st March 2023 (FY 2022-23) (Previous Year FY 2021-22) is as follows:-

(Rs. in lakhs)
Particulars	As at 31.03.2023	As at 31.03.2022
Other Equity Reserves and Surplus: (a) Securities Premium Balance as per last balance sheet	1,208.48	1,208.48
Add: Addition/deletion during the year	-	-
Total	1,208.48	1,208.48
(b) Amalgamation Reserve Balance as per last balance sheet Add: Addition/deletion during the year	8.11	8.11
Total	8.11	8.11
(c) Surplus in Statement of Profit and Loss Balance as per last balance sheet	3,199.74	3,081.85
Add: Profit for the year	691.54	117.89
Less: Dividend Paid (Interim)	(202.49)	-
Total	3,688.79	3,199.74
Total Reserves and Surplus	4,905.38	4,416.33
Other Comprehensive Income: (a) Actuarial Gains on Remeasurement of PVDBO Balance at the beginning of the period
Add: Addition durig the period through OCI	0.65	-
Total	0.65	-
TOTAL	4,906.03	4,416.33

The opening balance as on 01st April, 2022 of Reserves & Surplus Account stood at '' 4416.33 /- Lakhs. After making adjustments and appropriations, the closing balance as on 31st March 2023 of Reserves & Surplus Account stood at '' 4906.03/- Lakhs The Members are advised to refer the Note No. 13 as given in the financial statements which forms the part of the Annual Report.

1.3 DIVIDEND :

During the financial year 2022-23 under review, The Board of Directors has declare payment of Interim Dividend of Rs.2/- (at the rate of 20 percent) on each fully paid-up equity share of Rs. 10/- of the Company amounting to Rs. 2,02,49,392 be paid out of the profits of the Company for the financial year 2022-23 ended 31st March 2023.

Further, Your Directors recommended a final dividend @ 5% (Five Percent) i.e. Rs.0.25/- (Rupee Twenty Five Paisa Only) per Equity Share of face value of Rs.5/- each to be appropriated from the profits of the year 2022 -2023, subject to the approval of the shareholders (members) at the ensuing Twenty Sixth (26th) Annual General Meeting and will be paid to those members whose names appear on the Register of Members on Friday, 07th July, 2023.

1.4 MAJOR EVENTS OCCURRED DURING THE YEAR:i) STATE OF COMPANY''S AFFAIRS OF THE COMPANY.

During the financial year 2022-23 under review, there are no major events occurred, affecting the state of affairs of the company that include segment-wise position of business and its operations, status, key business developments, financial year, capital expenditure programs, status related to acquisition, merger, expansion, modernization, diversification, acquisition and assignment of material Intellectual Property Rights or any other material event having an impact on the affairs of the company.

ii) CHANGE IN THE NATURE OF BUSINESS:

The Company is primarily engaged in the activities of Real Estate Development. The Company develops residential, commercial, retail and social infrastructure projects. There was no change in nature of the business of the Company, during the year under review.

iii) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report. The Company will continue to closely monitor any material changes to future economic conditions.

iv) DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT:

There is no occasion whereby the Company has either revised or required to revise the Financial Statement or the Board''s Report of the Company for any period prior to the FY 2022-23. Hence, no specific details are required to be given or provided.

2. BROAD INFORMATION:OVERVIEW OF THE INDUSTRY

The details discussion on the overview of the industry is covered under the Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

ECONOMIC OUTLOOK

The details discussion on the Global Economic outlook is covered under the Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

3. ALTERATION OF THE OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY:

During the year under review, the members of the Company at their First (01/2022-23) Extra-Ordinary General Meeting of the Company, held on 07th January, 2023, approved the alteration of the capital Clause V of

Memorandum of Association (MOA) of the Company to effect the Subdivision of existing Equity share of Face Value of Rs.10/- (Ten) Each Fully Paid Up into Two Equity shares of Face Value of Rs.5/- (Five) Each Fully Paid Up.

The Memorandum of Association of the Company altered in the following manner i.e., existing Clause V of the Memorandum of Association was deleted and the same were substituted with the following new clause as Clause V:

V. The Authorised Share Capital of the Company is Rs. 11,00,00,000/- (Rupees Eleven Crore only) divided into 2,20,00,000 (Two Crore Twenty Lakh) Equity Shares of Rs.5/- (Rupees Five only) each.

4. SHARE CAPITAL STRUCTURE :

The Capital Structure of the company as on 31^st March, 2022 is as follows:

i. During the year under review, the members of the Company in their First (01/2022-23) Extra-Ordinary General Meeting of the Company held on 07th January, 2023 approved the sub-division of existing One [01] Equity Shares of the Company of face value of Rs.10/-(Ten) each fully paid up into Two [02] Equity Shares of face value of Rs.5/-(Five) each fully paid up.

ii. Accordingly, the Authorised Share Capital of the Company is re-constituted to Rs. 11,00,00,000/- (Rupees Eleven Crore only) divided into 2,20,00,000 Equity Shares of Rs. 5/- each.

iii. Consequent to aforesaid sub-division of share capital of the Company, the Issued, Subscribed and Paid-up Share Capital of the Company reconstituted to 10,12,46,960/- (Ten Crore Twelve Lakhs Forty Six Thousand Nine Hundred and Sixty) divided into 2,02,49,392 (Two Crore Two Lakhs Forty Nine Thousand Three Hundred and Ninety Two) Equity Shares of face value of Rs.5/- (Rs. Five) each.

iv. Subsequently, the National Depository Services Limited and Central Depository Services Limited ("Depositories") issued and activated new ISIN INE715Y01023 for the Equity shares of the Company.

The Capital Structure of the company as on 31st March, 2023 is as follows:

(Rs. In lakhs)
Particulars	As at 31.03.2023		As at 31.03.2022		As at 31.03.2021
	No. of Shares	Amount	No. of Shares	Amount	No. of Shares	Amount
Share Capital Authorised Share Capital -Equity Shares at a par value of Rs.5/- (Rs.10/-) each	2,20,00,000	1,100.00	1,10,00,000	1,100.00	1,10,00,000	1,100.00
Issued, Subscribed and Fully Paid-up Capital - Equity Shares at a par value of Rs.5/- (Rs.10/-) each fully paid up	2,02,49,392	1,012.47	1,01,24,696	1,012.47	1,01,24,696	1,012.47
TOTAL		1,012.47		1,012.47		1,012.47

4.1 DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

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

4.2 DISCLOSURE RELATING TO SWEAT EQUITY SHARES:

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

5. CREDIT RATING OF SECURITIES:

During the FY 2022-23 under review, the Company has neither issued nor required to obtain credit rating of its securities. As such, no specific details are required to be given or provided.

6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There was no amount liable or due to be transferred to Investor Education and Protection Fund (IEPF) during the financial year ended March 31,2023.

7. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2023, the Board of Directors comprised of 6 (Six) Directors which includes Two (2) Executive Director, One (1) Non - Executive Director and Three (3) Independent Directors. The overall composition of Board of Directors included two women Directors.

Further the changes amongst the Board of Director/s including the Executive Director/s and Key Managerial Personnel during the period under review are as follows:-

I. CHANGES RELATED TO THE NON EXECUTIVE/ EXECUTIVE DIRECTOR/S:

A. Pursuant to the applicable provisions of the Companies Act, 2013, the Members of the Company, on the recommendation of the Board of Directors and the Nomination and Remuneration Committee (NRC) of the Board, at their Twenty-Fifth (25th) Annual General Meeting held on 24th September, 2022, consented to the re-appointment of Mr. Shreyas Raisoni (DIN: 06537653), (Category: Executive, Non-Independent) Whole Time Director of the Company, who retired by rotation and being eligible offered himself for reappointment.

II. CHANGES RELATED TO THE KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, there was no change in the Key Managerial Personnel (KMP) of the Company. In accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel (KMP) of the Company viz:

1. Mr. Nitesh Sanklecha - Managing Director & Chief Financial Officer

2. Mr. Shreyas Raisoni - Whole-Time Director

3. Mr. Shrikant Huddar - Company Secretary & Compliance Officer

III. CHAIRMAN OF THE BOARD:

During the year under review, there was no change in the Chairman of the Board of Directors of the Company and Mr. Satish Wate Director (Category: Independent Non-Executive Director) will continued to serve as the Chairman of the Board of Directors of the Company, effective on June 10, 2021.

IV. DIRECTOR RETIREMENT BY ROTATION:

Pursuant to Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Nitesh Sanklecha (DIN: 03532145), retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his reappointment.

A brief resume and other details of the above Director seeking re-appointment are provided in the Notice of AGM.

V. STATEMENT OF DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations.

VI. DECLARATION REGARDING NON - APPLICABILITY OF THE DISQUALIFICATION:

During the year under review, the Company has received the written declarations from all the directors of the Company regarding non-applicability of the disqualification as mentioned under Section 164 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014. The Board noted the same and further the company obtained the Certificate from CS Riddhita Agrawal, (ICSI Membership Number FCS 10054 and Certificate of Practice Number 12917 and Peer Review Certificate No. 1838/2022), Practicing company Secretary, Mumbai.

VII. COMPOSITION OF THE BOARD AS ON 31ST MARCH, 2023 :

The Composition of Board of Directors of the Company as on 31st March, 2023 is as follows:

Sr. No.	Name	Designation
1.	Mr. Satish Wate	Chairman- Independent Director
2.	Mr. Nitesh Sanklecha	Managing Director cum Chief Financial Officer
3.	Mr. Shreyas Raisoni	Whole-Time Director
4.	Mrs. Mragna Gupta	Non- Independent Director
5.	Mr. Ravindra Singh Singhvi	Independent Director
6.	Ms. Asha Sampath	Independent Director
7.	Mr. Shrikant Huddar	Company Secretary & Compliance Officer

VIII MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review total Five (5) Board Meetings were held and the gap between two meetings did not exceed 120 days. The Board meetings were held on:

Sr. No. of Meeting	Day	Date
01/2022-23	Saturday	28th May, 2022
02/2022-23	Friday	12th August, 2022
03/2022-23	Tuesday	08th November, 2022
04/2022-23	Saturday	10th December, 2022
05/2022-23	Tuesday	10th January, 2023

The details of Board Meetings are provided in the Corporate Governance Report forming part of this Annual Report.

IX. COMMITTEES OF THE BOARD :

The Board has established the following Committees:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Grievances and Relationship Committee

4. Corporate Social Responsibility Committee

5. Management Committee

The compositions of the Committees as on March 31, 2023 are detailed below:

Sr. No.	Name of Committee Members	Audit Committee	Nomination & Remuneration Committee	Stakeholders'' Grievances and Relationship Committee	Corporate Social Responsibility Committee	Management Committee
1.	Mr. Satish Wate	Chairman	Member	Member	-	-
2.	Mr. Nitesh Sanklecha	-	-	-	Chairman	Chairman
3.	Mrs. Mragna Gupta	Member	Member	Chairperson	Member	Member
4.	Mr. Ravindra Singh Singhvi	Member	Chairman	Member	Member	-

5.	Mrs. Asha Sampath	Member	Member	Member
6.	Mr. Shreyas Raisoni	-	-	-	Member	Member

The detailed disclosures of all the Committees of the Board of Directors are provided in the Corporate Governance Report forming part of this Annual Report.

X. RECOMMENDATIONS OF AUDIT COMMITTEE:

There is no occasion wherein the board of directors of the Company has not accepted any recommendations of the Audit committee of the Company during the financial year 2022-23. As such, no specific details are required to be given or provided.

XI. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The highlights of the Familiarization Programme are explained in the Corporate Governance Report forming part of this Annual Report and are also available on the Company''s website: www.shradhainfra.in.

XII. BOARD EVALUATION:

In pursuant to the provisions of Section 134(3)(p) of the Act, the Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning.

In terms of the framework of the Board Performance Evaluation, the Nomination and Remuneration Committee and the Board of Directors have carried out an annual performance evaluation of the performance of its own performance, Committee and Individual Directors.

The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted based on the evaluation parameters such as Board composition and Structure, effectiveness of the Board, participation at meetings, awareness, observance of governance, and quality of contribution, etc.

XIII APPOINTMENT AND REMUNERATION POLICY :

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted a policy for selection, appointment and remuneration of Directors and Key Managerial Personnel.

The detailed features of Remuneration Policy are stated in the Report on Corporate Governance forming part of this Annual Report.

XIV PARTICULARS OF EMPLOYEES:

The disclosures pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure I", which forms part of the Board''s Report.

XV REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company does not have any Holding Company. Further, the Managing or Whole-time Director have not received any remuneration from its subsidiaries company during the FY 2022-23.

XVI DIRECTORS'' RESPONSIBILITY STATEMENT:

During the year under review, the Audited Financial Statements of the Company for the year under review are in conformity with the requirements of the Act read with the rules made thereunder and the Accounting Standards. To the best of their knowledge and ability, the Board of Directors makes the following statements in terms of Section 134 of the Act:

(a) that in the preparation of the Annual Accounts for the year ended March 31, 2023, all the applicable accounting standards have been followed along with proper explanation relating to material

departures, if any;

(b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

(c) that 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 and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:8.1 SUBSIDIARIES COMPANIES:

During the year under review, the Company has Three (3) Subsidiary Companies and Two (2) Fellow Subsidiary Companies. The details are given below:

(A) MRUGNAYANI INFRASTRUCTURES PRIVATE LIMITED (MIPL)CIN: U45200MH2008PTC180766

The Company has 51% equity stake in Mrugnayani Infrastructures Private Limited, thus according to Section 2(86) of the Companies Act, 2013, it became a subsidiary of the Company w.e.f. March 31,2017.

During the year under review, the total revenue of Mrugnayani Infrastructures Private Limited was Rs. 0.47/- in 2022-23 compared to Rs. 3.34/- in 2021-22. The Net Profit after tax/ (loss) for the year 2022-23 was Rs. (5.91)/- as against Rs. 0.07/- in the year 2021-22. (Rs. In lakhs)

(B) SUNTECH INFRAESTATE NAGPUR PRIVATE LIMITED (''SINPL'')CIN: U70102MH2012PTC228897

The Company has 100% equity stake in SINPL, thus according to Section 2(86) of the Companies Act, 2013, it became a Wholly - Owned Subsidiary of the Company w.e.f. February 20, 2018.

During the year under review, the total revenue of Suntech Infraestate Nagpur Private Limited was Rs. 9.39/- in 2022-23 compared to Rs. 30.37/- in 2021-22. The Net Profit after tax for the year 2022-23 was Rs. 4.88/- as against Rs. 20.56/- in the year 2021-22. (Rs. In lakhs)

(C) ACTIVE INFRASTRUCTURES PRIVATE LIMITED (AIPL)CIN: U45200MH2007PTC174506

The Company has 100% equity stake in ''Active Infrastructures Private Limited'', thus it became the Wholly Owned Subsidiary of the Company as per section 2(86) of the Companies Act, 2013 w.e.f. June 22, 2018.

During the year under review, the total revenue of Active Infrastructures Private Limited was Rs. 8351.55/- in 2022-23 compared to Rs. 110.95/- in 2021-22. The Net Profit after tax for the year 202223 was Rs. 967.08/- as against Rs. 8.75/- in the year 2021-22. (Rs. In lakhs)

• DETAILS OF FELLOW SUBSIDIARIES COMPANIES:(D) ACHIEVERS VENTURES PRIVATE LIMITED (AVPL)

The unlisted material subsidiary Company " Active Infrastructures Private Limited " has 51% equity stake in "Achievers Ventures Private Limited", thus it became the Subsidiary of the unlisted material subsidiary Company and Fellow Subsidiary of the Company, as per section 2(86) of the Companies Act, 2013 w.e.f. 04th February, 2022.

During the year under review, the total revenue of Achievers Ventures Private Limited was Rs. 590.62/-in 2022-23 compared to Nil in 2021-22. The Net Profit / (Loss) after tax for the year 2022-23 was Rs. 11.70/- as against loss of Rs. (0.06)/- in the year 2021-22. (Rs. In lakhs)

(E) DIGVIJAY SHRADHA INFRASTRUCTURE PRIVATE LIMITED:

The unlisted material subsidiary Company " Active Infrastructures Private Limited " has 50.50% equity stake in "Digvijay Shradha Infrastructure Private Limited", thus it became the Subsidiary of the unlisted material subsidiary Company and Fellow Subsidiary of the Company, as per section 2(86) of the Companies Act, 2013 w.e.f. 09th June, 2022.

During the year under review, the total revenue of Digvijay Shradha Infrastructure Private Limited was Rs. 16.55/- in 2022-23. The Net Profit / (Loss) after tax for the year 2022-23 was Rs.8.21/-. (Rs. In lakhs)

8.2 MATERIAL SUBSIDIARIES:

The Board of Directors of the Company has approved Policy for determining material subsidiaries in line with the Listing Regulations. The Policy has been available on the Company''s website: www.shradhainfra.in.

As per the Companies policy for determining material subsidiaries in line with the thresholds laid down under the SEBI Listing Regulations, the ''Suntech Infraestate Nagpur Private Limited (''SINPL'')'' and ''Active Infrastructures Private Limited'' (''AIPL'')'' ("Subsidiary Companies") are classified as the Material Subsidiaries of the Company, as the income/ net worth exceeds ten percent of the consolidated income/ net worth of the listed entity and its subsidiaries in the immediately preceding accounting year.

8.3 CONSOLIDATED FINANCIAL STATEMENTS:

The Board of Directors of the Company at its meeting held on May 27, 2023 approved the Audited Consolidated Financial Statements together with the Auditors'' Report thereon for the Financial Year ended March 31, 2023 forms part of the Annual Report. Pursuant to Section 129(3) of the Act, a Statement containing salient features of the financial statements of each of the Subsidiaries of the Company in the prescribed Form AOC-1 is attached which forms part of the Financial Statements.

8.4 JOINT VENTURES / ASSOCIATE COMPANIES :

During the year 2022-23, the Company does not have any Joint Ventures/ Associate Company.

9. PUBLIC DEPOSITS :

The Company has neither invited nor accepted any deposits falling under the ambit of Section 73 of the Act and the Companies (Acceptance of Deposit) Rules, 2014 framed thereunder during the year under review.

10. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED:

The particulars of loans given, investments made, guarantees given or security provided under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given under notes to the Financial Statements, which forms part of this Annual Report.

11. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year under review, all contracts / arrangements entered into by the Company with related parties were in the ordinary course of business and on an arm''s length basis.

There are no materially significant related party transactions that may have potential conflict with the interest of the Company at large except Advance of Loans / Investment in Wholly Owned Subsidiary of the Company.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company''s website: www.shradhainfra.in.

Pursuant to Section 134(3)(h) of the Act read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014, disclosures of Related Party Transactions in the prescribed Form AOC-2 is attached as "Annexure II", which forms part of the Board''s Report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with Section 135 of the Act, the Company has a Corporate Social Responsibility (CSR) Committee. The details of CSR Committee are stated in the Report on Corporate Governance forming part of this Annual Report.

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy is available on the Company''s website: www.shradhainfra.in.

An Annual Report on CSR Activities of the Company for the Financial Year 2022-23 is annexed as "Annexure IN" which forms part of the Board''s Report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

(A) CONSERVATION OF ENERGY :

(i) Steps taken or impact on conservation of energy:

The Company lays great emphasis on savings in the cost of energy consumption. Therefore, achieving reduction in per unit consumption of energy is an ongoing exercise in the Company. The effective measures like education, training, publicity, messaging through use of social media have been taken to minimize the loss of energy as far as possible.

The Company does not have any internal generation of power (captive, surplus or otherwise) and the amount spent during the financial year 2022-23 is Rs NIL/-.

(ii) Steps taken by the Company for utilizing alternate sources of energy:

Presently, the Company does not have any alternate sources of energy for internal generation of power (captive, surplus or otherwise). However, the management of the Company is exploring an alternative source of energy like solar, wind, thermal or otherwise for internal generation of power for captive purposes.

(iii) Capital investment on energy conservation equipment:

The Company has not made any capital investment on energy conservation equipment/s.

(B) TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

(i) The efforts made towards technology absorption:

The Company is always in pursuit of finding the ways and means to improve the performance, quality and cost effectiveness of its services. The technology used by the Company is updated as a matter of continuous exercise.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

As the Company is in service industry, there is no question of product improvement, product development or import substitution. Moreover, the Company has not derived any material benefits in cost reduction against technology absorption.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) :

The Company has not imported any technology during the last three years reckoned from the beginning of the financial year.

(iv) The expenditure incurred on Research and Development:

The Company does not have a separate independent research and development activity. As such, no material amount of expenditure was incurred on research and development activity of the Company.

(C) FOREIGN EXCHANGE EARNINGS / OUTGO

During the financial year 2022-23 under review, there are no foreign exchange earnings and outgo.

14. RISKS MANAGEMENT :

In terms of the provisions of Regulation 17 of the Listing Regulations, the Company has framed a Risk Management Policy, for assessment and minimization of risk.

Risk Management Policy enables the Company to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. The Board members are informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company.

The details of Risk Management Policy are available on the Company''s website: www.shradhainfra.in.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:

Pursuant to the provisions of Section 177 of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism that enables the directors, employees and other stakeholders to report genuine concerns.

The details of Vigil Mechanism are provided in the Corporate Governance Report forming part of this Annual Report.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

17. AUDITORS :A. STATUTORY AUDITOR AND THEIR REPORTS:

In compliance with the provisions of the Companies (Audit and Auditors) Rules, 2014, M/s. Paresh Jairam Tank & Co., Chartered Accountants, having Firm Registration No. 139681W has been appointed as Statutory Auditors of the Company by the members at their 23rd Annual General Meeting ("AGM") held on 30th September, 2020 to hold office for their second term of 5 (five) years i.e. till the conclusion of AGM for the financial year 2024-25.

The Auditor''s Report for financial year 2022-23 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with the financial statements in this Annual Report.

During the year under review,

1) The observation(s) made by the Statutory Auditor in their Report are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

2) The Auditor''s Report does not contain any reservation, qualification, disclaimer or adverse remarks.

3) The Statutory Auditor has not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act.

B. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

CS Riddhita Agrawal, Company Secretary in Practice, (Certificate of Practice No. 12917) have furnished a Certificate of their consent, qualification and eligibility and also, have confirmed about their not being disqualified for the appointment including re-appointment as the Secretarial Auditors of the Company for the FY 2022-23.

Accordingly, the Board of Directors, on the recommendations of the Audit Committee, of the Company, has approved and appointed, CS Riddhita Agrawal, Company Secretary in Practice, (Certificate of Practice No. 12917), as the Secretarial Auditors of the Company for the FY 2022-23.

The Secretarial Audit Report in Form No. MR-3 submitted by CS Riddhita Agrawal, Company Secretary in Practice, (Certificate of Practice No. 12917), the Secretarial Auditors of the Company, do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company. The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors of the Company, for the FY 2022-23 is attached herewith as an "Annexure IV", which forms part of the Board''s Report

C. SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY:

For the financial year 2022-23, SUNTECH INFRAESTATE NAGPUR PRIVATE LIMITED (''SINPL'')'' and ''ACTIVE INFRASTRUCTURES PRIVATE LIMITED (''AIPL'')'' ("Subsidiary Companies") are the material unlisted subsidiaries of the Company. As per Regulation 24A of SEBI Listing Obligation and Disclosure Requirements, 2015, the Secretarial Audit of the material subsidiaries mentioned above has been conducted for the financial year 2022-23 by Practicing Company Secretary. None of the said Audit Reports contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Reports of material subsidiaries for the financial year ended 31st March, 2023, are annexed herewith and marked as Annexure- V to this Report.

D. INTERNAL AUDITOR / INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and on recommendation of Audit Committee, M/s. V. K. Surana & Co., Chartered Accountants, Nagpur (Firm Registration No. 110634W) were appointed as the Internal Auditors of the Company to periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements.

The Company ensures reliability in conducting its business, precision and comprehensiveness in maintaining accounting records and anticipation and detection of frauds and errors. There were no adverse remarks or qualification on accounts of the Company marked by the Internal Auditors.

E. COST AUDITORS :

The provisions of Cost Audit as prescribed under Section 148 of the Act and the rules framed thereunder are not applicable to the Company.

18. EXPLANATIONS IN RESPONSE TO AUDITORS'' QUALIFICATIONS:

The Audit Report/s submitted by the Statutory Auditors, Secretarial Auditors and Internal Auditors of the Company, for the FY 2022-23, do not contain any qualification or adverse remarks. The observations made by all the Auditors in their respective Report/s are self-explanatory and as such, do not call for any explanations.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India i.e. SS-1 and SS-2 with respect to Board Meetings and General Meetings.

20. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the FY 2022-23 under review, no such event occurred by which Corporate Insolvency Resolution Process can be initiated under the Insolvency And Bankruptcy Code, 2016 (IBC). As such, no specific details are required to be given or provided.

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

During the FY 2022-23 under review, there has been no One Time Settlement (''OTS'') of Loans taken from Banks and Financial Institutions.

22. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the FY 2022-23 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such, no specific details are required to be given or provided.

23. ANNUAL RETURN:

The Annual Return in Form MGT-7 for the financial year ended 31st March, 2023, is available on the website of the Company at www.shradhainfra.in

24. OTHER DISCLOSURES :• AUDITED FINANCIAL STATEMENTS - STANDALONE & CONSOLIDATED:

For the FY 2022-23 under review, the Company has prepared the audited financial statements on standalone as well as consolidated basis after incorporating the share of profit or loss from its subsidiary companies namely

Mrugnayani Infrastructures Private Limited (''MIPL'') Suntech Infraestate Nagpur Private Limited (''SINPL'') & Active Infrastructures Private Limited (''AIPL'') and Step down Subsidiaries i.e. Achievers Ventures Private Limited and Digvijay Shradha Infrastructure Private Limited.

• MATERIAL DEVELOPMENT IN HUMAN RESOURCES:

During the FY 2022-23 under review, industrial relations remained cordial. Employees'' competencies and skills were enhanced by exposing them to several internal and external training programme/s. A number of measures were taken to improve motivation level of employees. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organisation.

• INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees and Visiting Faculties in all areas of operations. The Company has a structured induction process and management development programs / workshops to upgrade skills of managers / Employees. Objective appraisal systems based on Key Result Areas are in place for senior management staff. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organization.

The Company is dedicated to enhance and retain top talent through superior learning and organizational development, as this being the pillar to support the Company''s growth and sustainability in the future.

• HEALTH AND SAFETY:

The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. Safety Committee and Apex Committee are available for periodical review on safety, health & environment of all departments.

Regular Training on Safety is being organized for New Joinee, regular employees & contract labour. Mock-drills are conducted for practical exposure to meet emergency need on quarterly basis. Hand book on safety awareness are distributed to all employees.

In the situation of COVID -19 pandemic, the Company has organized vaccination drive (first, second and booster dose) for its employees, labours to keep them protected from the infection. The company is extending all possible efforts to get its employees and their dependents vaccinated.

25. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:• STATEMENT OF DEVIATIONS AND VARIATIONS:

In compliance with the provisions of Regulation 32(8) of Listing Regulations, there has been no Deviation(s) and / or Variation(s) in the utilization of the fund raised from the Initial Public Offer (IPO) as disclosed in the Company''s Prospectus dated November 16, 2017 for the period ended March 31,2023, as it has been utilized fully for the purpose for which funds was raised.

• MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of the Annual Report.

• LISTING OF SHARES:

The equity shares of the Company have been listed and actively traded on the National Stock Exchange (Capital Market Segment- Main Board) effective 22nd October, 2020. There was no occasion wherein the equity shares of the Company have been suspended for trading during the financial year 2022-23.

• CORPORATE GOVERNANCE :

As the Members are aware, the securities [Equity Shares] of the Company are migrated from SME Platform of National Stock Exchange of India Limited (NSE) namely NSE EMERGE to Main Board of National Stock Exchange of India Limited, effective 22nd October 2020 (Scrip Code - SHRADHA). Therefore, provisions relating to Corporate Governance provided in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI LODR Regulations / Listing Regulations], are applicable to the Company consequent to such migration.

Your Directors are pleased to report that your Company has duly complied with the SEBI Guidelines on Corporate Governance for the year 2022-23 relating to the Listing Regulations.

A Certificate from CS Riddhita Agrawal, Practicing Company Secretary (ICSI Membership No. FCS-10054, Certificate of Practice No. 12917 and Peer Review Certificate No. 1838/2022) confirming compliance with conditions as stipulated under Listing Regulations is annexed to the Corporate Governance Report which forms an integral part of the Board''s Report of the Company.

The Copy of Report on Corporate Governance is enclosed as Annexure-VII.

26. OTHER MATTERS :(A) DEMATERIALISATION OF SHARES:

As on 31st March 2023, the entire 100% issued, subscribed and paid-up share capital i. e. 2,02,49,392 equity shares of the Company were held in dematerialised form through depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

(B) PAYMENT OF LISTING AND DEPOSITORIES FEES:

The Company, has duly paid the requisite annual listing fees for the FY 2022-23, to the National Stock Exchange of India Limited (NSE).

The Company, has also duly paid the requisite annual custodian and other fees for the FY 2022-23, to the National Securities Depository Limited (NSDL) and Central Depository Service India) Limited (CDSIL).

(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY:

Your Board of Directors are pleased to report that your Company has complied with the:-4 Dividend Distribution Policy(https://drive.google.com/file/d/1th_cvVwo11-oO7U2r0qD5VKWVM8iX6x6/view) 4 Policy For Enquiry In Case Of Leak Of UPSI 4 Nomination & Remuneration Policy 4 Code Of Practice For Fair Disclosure Of UPSI 4 Authorisation To Key Managirial Personnel 4 Policy On Document Preservation 4 Policy For Determining Material Subsidiary 4 Policy For Determination Of Materiality Of Event & Info 4 Familiarisation Programme For Independent Directors 4 Corporate Social Responsibility Policy 4 Code of Business Principles & Conduct 4 Code For Prohibition of Insider Trading 4 T & C of Appointment of Independent Directors 4 Risk Management Policy

4 Policy On Materiality of Related Party Transaction 4 Whistleblower Policy 4 Policy on Anti-Sexual Harassment

The aforesaid code/s and policy(ies) are available on the Company''s website www.shradhainfra.in.

27. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed of during the FY 2022-23:-

(a) Number of complaints pending at the beginning of the year	NIL
(b) Number of complaints received during the year	NIL
(c) Number of complaints disposed-off during the year	NIL
(d) Number of cases pending at the end of the year	NIL

CAUTIONARY STATEMENT

Certain statements in the Boards'' Report describing the Company''s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company''s operations include labour and material availability, and prices, cyclical demand and pricing in the Company''s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

ACKNOWLEDGMENT:

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI), Auditors, Advisors & Consultants, other Intermediary service provider/s and other Investor/s for their continuous support for the working of the Company. The Board of Directors also take this opportunity to extend its sincere thanks for co-operation and assistance received by the Company from the Central - State - Local Government and other regulatory authorities, Bankers and Members.

The Directors also record their appreciation of the dedication of all the employees at all levels for their support and commitment to ensure that the Company continues to grow.

---

Mar 31, 2018

BOARD S REPORT

To

The Members,

Shradha Infraprojects (Nagpur) Limited

The Board of Directors of your Company is pleased in presenting the Twenty-First (21^st) Annual Report of your Company together with the Audited Financial Statements (Standalone and Consolidated) for the year ended 31^stMarch, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. INITIAL PUBLIC OFFER (IPO) & LISTING AT NSE (e-MERGE):

During the year, pursuant to the approval by the Members of the Company at their Twentieth (20^th) Annual General Meeting held on 13^th September 2017, the Company approached the Capital Market with an Initial Public Offer of 27,04,000 (Twenty Seven Lakhs Four Thousand) Equity Shares of the Company of face value of Rs. 10/- (Rupees Ten Only) each at a Premium of Rs. 60/- (Rupees Sixty) consisting of an Offer for Sale of 5,72,000 Equity Shares by the Selling Shareholder and a Fresh Issue of 21,32,000 Equity Shares, aggregating to Rs. 18,92,80,000 (Eighteen Crore Ninety Two Lakhs Eighty Thousand) through Fixed Price Issue to the Public. The issue opened for subscription on 27^th November, 2017 and closed on 30^th November, 2017 and was oversubscribed by 2.9 times (including reserved portion of Market Maker). The allotment of the Equity Shares was finalized in consultation with the Designated Stock Exchange namely the National Stock Exchange of India Limited (NSE) on 06^th December, 2017.

In response to the Company''s application, the National Stock Exchange of India Ltd (NSE) has given its final approval for listing and trading of 21,32,000 (Twenty One Lakh Thirty Two Thousand) Equity Shares of Rs.10/- each on NSE e-MERGE (SME Emerge Platform) of the NSE effective 11^th December, 2017 with scrip code "SHRADHA".

During the Fixed Price Issue, the Company has duly complied with all the requirements prescribed under the Companies Act, 2013, various regulations of the Securities and Exchange board of India ("SEBI"), and other appropriate statutory, regulatory or other authority and such other approvals, permissions and sanctions, as may be necessary and other regulatory requirements, wherever applicable.

2. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended on 31^st March, 2018 is summarized below:

(Amount in Rs.)

Particulars	Standalone For the year ended 31st March,		Consolidated For the year ended 31st March,
	2018	2017	2018	2017
Revenue from Operation	79,186,000	372,639,500	106,712,626	390,601,500
Other Income	26,702,071	33,971,565	28,341,369	34,849,950
Total Income	105,888,071	406,611,065	135,053,995	425,451,450
Total Expenditure	62,874,385	354,970,286	86,963,536	372,886,401
Profit/(Loss) Before Tax	43,013,686	51,640,779	48,090,459	52,565,049
Tax Expenses	8,422,106	6,685,641	9,796,141	6,922,336
Profit /(Loss) After Tax	34,591,580	44,955,138	38,294,318	45,642,713
Earnings Per Share Basic	4.23	5.99	4.23	5.99
Diluted	4.23	5.99	4.23	5.99

(a) Standalone Financial Highlights:-

The financial (Standalone) performance of the Company for the year ended on 31^st March, 2018 is summarized below:

During the current financial year ended 31^st March 2018, the Revenue from operation is Rs. 105,888,071/- as against Rs. 406,611,065/- in the previous financial year ended 31^st March 2017. Other income is Rs 26,702,071/- as against Rs. 33,971,565/- in the previous financial year ended 31^st March 2017. The Profit after tax (PAT) for the financial year ended 31^st March 2018 is Rs. 34,591,580 as against Profit of Rs. 44,955,138 in the previous financial year ended 31^st March 2017.

Earnings per share as on 31^st March 2018 is Rs. 4.23 vis a vis Rs. 5.99 as on 31^st March 2017.

(b) Consolidated Financial Highlights:-

The financial (Consolidated) performance of the Company for the year ended on 31^st March, 2018 is summarized below:

The Company achieved consolidated Revenue from operation of Rs. 106,712,626/- for the year ended 31^st March, 2018 as compared to Rs. 390,601,500/- in the previous year. Other income is Rs. 28,341,369/- as against Rs. 34,849,950/- in the previous financial year ended 31^st March 2018. The Profit after tax (PAT) for the financial year ended 31^st March 2018 is Rs. 38,294,318/- as against Profit of Rs. 45,642,713/- in the previous financial year ended 31st March 2017.

Earnings per share as on 31^st March 2018 is Rs. 4.23 vis a vis Rs. 5.99 as on 31^st March 2017.

3. CHANGES IN SHARE CAPITAL STRUCTURE:

During the financial year under review, the Company has made following changes in the Share Capital of the Company:

A) AUTHORISED SHARE CAPITAL:

- The members of the Company have at their Extra-ordinary General Meeting held on 26^th June, 2017 approved the reclassification of the Share capital of the Company on consolidation of face value from Re. 1/- to Rs. 10/- and accordingly the Authorized Share Capital of the Company was reclassified as Rs. 1,10,00,000/- (Rupees One Crore Ten Lakh only) consisting of 1,10,00,000 equity shares of Re. 1/- each be divided into 11,00,000 Equity shares of Rs. 10/- each.

Further the Issued, Subscribed and Paid Up Equity Capital of the Company was reclassified as Rs. 28,88,680/- consisting of 28,88,680 Equity shares of Re. 1/- each be divided into 2,88,868 equity shares of Rs. 10/- each.

- The members of the Company have at their Extra-ordinary General Meeting held on 21^st August, 2017 approved the increase in the Authorized share capital of the Company from Rs. 1,10,00,000/- (Rupees One Crore Ten Lakh only) divided into 11,00,000 (Eleven Lakh) Equity Shares of Rs.10/- (Rupee Ten only) each to Rs. 11,00,00,000/- (Rupees Eleven Crore only) divided into 1,10,00,000 (One Crore Ten Lakh) Equity Shares of Rs.10/- (Rupees Ten only) each, ranking pari-passu in all respects with that class of existing Shares of the Company.

B) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL:

During the financial year under review, the Company has issued and allotted:

- ISSUEOF BONUS EQUITY SHARES:

72,21,700 (Seventy Two Lakhs Twenty One Thousand Seven Hundred) Equity Shares of Rs.10/- each aggregating to Rs.7,22,17,000/- (Rupees Seven Crore Twenty Two Lakhs Seventeen Thousand only) as the

-----

Bonus Equity Shares through capitalization of surplus profit or reserves to the existing Shareholders on 24^thAugust, 2017

- ISSUEOF EQUITY SHARES:

27.04.000 (Twenty Seven Lakhs Four Thousand) Equity Shares of the Company of face value of Rs. 10/-(Rupees Ten Only) each & at a Premium of Rs. 60/- (Rupees Sixty Only) consisting of an Offer for Sale of

5.72.000 Equity Shares by the Selling Shareholder and a Fresh Issue of 21,32,000 Equity Shares, aggregating to Rs. 18,92,80,000 (Eighteen Crore Ninety Two Lakhs Eighty Thousand) through Initial Public offering on 06^thDecember 2017.

Accordingly, the issued, subscribed and paid-up Equity Capital of the Company stood at Rs. 9,64,25,680/-(Rupees Nine Crore Sixty Four Lakhs Twenty Five Thousand Six Hundred Eighty only) as on 31^st March 2018.

C) ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY SHARES AND EMPLOYEE STOCK OPTION(S):

During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

4. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has three (3) Subsidiaries. However, the Company does not have any Joint Venture Company within the meaning Section 2(6) of the Companies Act, 2013.

A statement containing the salient features of the financial statement of subsidiary/ associate companies in Form AOC-1, which forms part of the Financial Statements.

The details of subsidiaries are given below:-

(a) Mrugnayani Infrastructures Private Limited:-

Mrugnayani Infrastructures Private Limited (CIN: U45200MH2008PTC180766); is a Private Limited Company incorporated on 03^rd April, 2008. The Authorized Share Capital of the Company is Rs. 2,50,00,000 comprising of 1,00,000 Equity Shares of Re. 1/- each and 24,900,000 Preference Shares (0% Redeemable Non- Cumulative Non-Convertible Non- Participating) of Re. 1/- each and Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 2,46,00,000 comprising of 1,00,000 Equity Shares of Re. 1/- each and 24.500.000 Preference Shares (0% Redeemable Non- Cumulative Non Convertible Non- Participating) of Re. 1/- each.

The main business of the Company is to purchase, acquire, take on lease or in exchange or in any other lawful manner any area, land, building, structures and to turn the same into account, develop the same and dispose of or maintain the same and to do such other act in connection therewith.

The Company has 51% equity stake in Mrugnayani Infrastructures Private Limited (CIN: U45200MH2008PTC180766), thus become a subsidiary of the Company under section 2(86) of the Companies Act, 2013 with effect from 31^st March 2017. The Company has formulated the Material Subsidiary policy and the same is uploaded on the website of the Company (www.shradhainfra.in).

(b) Suntech Infraestate Nagpur Private Limited:-

Suntech Infraestate Nagpur Private Limited (CIN: U45200MH2007PTC174506); is a Private Limited Company incorporated on 26^th September, 2007.

The Authorized Share Capital of the Company is Rs. 25,75,00,000 (Twenty Five Crores Seventy Five Lakhs Only) comprising of 14,00,00,000 Equity Shares of Re.1/- each and 11,75,00,000 Preference Shares (0% Redeemable Non- Cumulative Non-Convertible Non- Participating) of Re. 1/- each and Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 14,00,00,000 comprising of 14,00,00,000 Equity Shares of Re. 1/- each and 11,60,00,000 Preference Shares (0% Redeemable Non- Cumulative Non-Convertible Nonparticipating) of Re. 1/- each. The main business of the Company is to build, repair, remodel, demolish, develop, improve, grades, curve, pave, macadamize, cement and maintain buildings structures, houses, apartments, hospitals, schools, etc. or otherwise acquire and hold any lands and prepare lay-out thereon or buildings of any tenure or description wherever situate, or rights or interests therein or connected therewith.

The Company has 100% equity stake in Suntech Infraestate Nagpur Private Limited (CIN: U70102mH2012PTC228897), thus become a Wholly Owned Subsidiary of the Company under section 2(86) of the Companies Act, 2013 with effect from 20^th February, 2018. The Company has formulated the Material Subsidiary policy and the same is uploaded on the website of the Company (www.shradhainfra.in). The other details like benefits, advantages, etc. in monetary terms cannot be worked out at this stage and the same will be disclosed in due course of time through financial results and Annual Reports .During the year under review there were no operations and the Company (Subsidiary) did not register any income as on 31^st March 2018.

(c) Active Infrastructures Private Limited:-

Active Infrastructures Private Limited (CIN: U70102MH2012PTC228897); is a Private Limited Company incorporated on 29^th March, 2012.

The Authorized Share Capital of the Company is Rs. 2,40,00,000 (Two Crores Forty Lakhs Only) comprising of 90,00,000 Equity Shares of Re. 1/- each and 1,50,00,000 Preference Shares (2% Redeemable, Optionally Convertible and Non- Cumulative) of Re. 1/- each and Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 66,96,760 comprising of 66,96,760 Equity Shares of Re. 1/- each.

The main business of the Company is to purchase, acquire, take on lease or in exchange or in any other lawful manner any area, land, building, structures and to turn the same into account, develop the same and dispose of or maintain the same and to do such other act in connection therewith.

The Company has 100% equity stake in Active Infrastructures Private Limited (CIN: U70102MH2012PTC228897), thus become a Wholly Owned Subsidiary of the Company under section 2(86) of the Companies Act, 2013 with effect from 22^nd June, 2018. The Company has formulated the Material Subsidiary policy and the same is uploaded on the website of the Company (www.shradhainfra.in).

The other details like benefits, advantages, etc. in monetary terms cannot be worked out at this stage and the same will be disclosed in due course of time through financial results and Annual Reports.

AUDITED FINANCIAL STATEMENTS OF THE COMPANY''S ASSOCIATE & SUBSIDAIRY:

The Board of Directors of your Company at its meeting held on 26^th May, 2018, approved the Audited Consolidated Financial Statements for the Financial Year 2017- 18 which includes financial information of its Associate & Wholly Owned subsidiary, and forms part of this report.

The Consolidated Financial Statements of your Company for the Financial Year 2017- 18, have been prepared in compliance with applicable Accounting Standards and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 requirement. A report on the performance and financial position of Associate and subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1, forms part of this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its

Associate and subsidiaries, are available on our website www.shradhainfra.in. These documents will also be available for inspection during business hours at our registered office of the Company.

5. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF:

During the financial year 2017-18 under review, the Board of Directors of the Company has explored to expand the existing activities through provision of additional facilities & also all such related activities which would otherwise support in overall growth of the Company. As such, the Board of Directors of the Company considers enlarging the activities of the Company as prudent and favorable to the growth of the Company in view of the Company''s anticipated approach to the Capital Markets through Initial Public Offer (IPO). To include all those enabling activities coupled with requirements due to changes in the applicable legislations like the Companies Act, 2013 read with the rules made there under, the Object Clause/s of the Memorandum and Articles of Association was altered/amended by the Shareholders (Members) of the Company at an Extra-ordinary General Meeting held on 21^st August, 2017. However, the aforesaid change does not construed as any change in the nature of business activity of the Company.

6. CONVERSION OF THE COMPANY:

The Company - Shradha Infraprojects (Nagpur) Limited [formerly known as Shradha Realty Private Limited since Incorporation and Shradha Infraprojects (Nagpur) Private Limited effective 18^th July 2005] (hereinafter referred to as ''the Company'') was originally incorporated and registered under the Companies Act, 1956 as a Private Limited Company, Limited by Shares (Category - Private Limited Company, Limited by Shares and Sub-Category - Indian Non-Government Company) bearing the Corporate Identification No. (CIN) U 45200 MH 1997 PTC 110971 on 29^th September, 1997 at Nagpur in the State of Maharashtra.

Subsequently the unanimous consent of the Shareholders (Members) of the Company was granted to the conversion of the Company from Private Limited Company into a Public Limited Company whereby the Name of the Company was changed from "Shradha Infraprojects (Nagpur) Private Limited" to "Shradha Infraprojects (Nagpur) Limited" on conversion vide Special Resolution passed by the Shareholders (Members) of the Company at an Extra-ordinary General Meeting held on Monday, the 21^st August, 2017 and the same was approved by the Registrar of Companies, Maharashtra vide its certificate dated 08^th September, 2017.

7. DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for the future growth of the Company and as such, do not recommend any dividend on equity shares for the financial year ended 31^st March, 2018.

8. TRANSFER TO RESERVES (BALANCE SHEET):

The opening balance as on 01^st April 2017 of Reserves & Surplus Account stood at Rs. 33,65,78,822/-. After making adjustments and appropriations, the closing balance as on 31^st March 2018 of Reserves & Surplus Account stood at Rs. 42,08,22,217/- . The Members are advised to refer the Note No. 04 as given in the financial statements which forms the part of the Annual Report.

9. PUBLIC DEPOSITS:

During the Year under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies act 2013 read with Companies (Acceptance of Deposit) Rules, 2014. As such, no specific details prescribed in Rule 8 (1) of the Companies (Accounts) Rules, 2014 (As amended) are required to be given or provided.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

I. DIRECTOR - RETIREMENT BY ROTATION:

Pursuant to Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Ms. Mragna Gupta (DIN: 07587619) Director (Category: Nonexecutive & Non-Independent), retires by rotation and being eligible, offers herself for re-appointment.

The Board of Directors of the Company recommends the appointment of Ms. Mragna Gupta (DIN: 07587619) Director (Category: Non-executive & Non-Independent) to the Shareholders for their consideration at the Twenty- First (21^st) Annual General Meeting. The brief resume and other details relating to Ms. Mragna Gupta (DIN: 07587619) as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated to the notice calling Twenty-First (21^st) Annual General Meeting of the Company.

II. APPOINTMENT / RE-APPOINTMENT OF INDEPENDENT DIRECTORS:

Mrs. Tripti Kochar (DIN: 07914207) was appointed as an Independent Director on the Board of Directors of the Company in the Twentieth (20^th) Annual General Meeting of the Company held in financial year 2016

2017 to hold office for a period of 1 (One) year effective from Twentieth (20^th) Annual General Meeting for the financial year 2016-2017 up to the conclusion of Twenty- First (21^st) Annual General Meeting to be held for the financial year 2017-18. Her term expires at the ensuing Twenty- First (21^st) Annual General Meeting of the Company.

The Members are requested to approve her re-appointment as recommended by the Board and mentioned in the Notice convening the Twenty- First (21^st) Annual General Meeting of the Company. Mrs. Tripti Kochar (DIN: 07914207) if appointed as an Independent Director shall not be liable to retire by rotation.

The brief resume and other details relating to Mrs. Tripti Kochar (DIN: 07914207) as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated to the notice calling Twenty- First (21^st) Annual General Meeting of the Company.

III. KEY MANAGERIAL PERSONNEL:

- Mr. Siddharth Raisoni (PAN:- AIXPR2810C) has been appointed as the Chief Financial Officer o f t h e Company w.e.f. 07^th July, 2017.

- Ms. Nisha Dwivedi (ICSI Membership No. ACS 37739), was appointed as the Company Secretary and Compliance Officer of the Company effective 18^th May 2017 and she ceased to be the Company Secretary and Compliance Officer of the Company effective 31^st August, 2018. The Board of Directors would like to take on record her appreciation for the services rendered during her tenure a s a Company Secretary of the Company.

- Ms. Komal Shrimankar (ICSI Membership No. ACS 47702), was appointed as the Company Secretary and Compliance Officer, designated Key Managerial Personnel of the Company effective 03^rd September, 2018.

The present composition of the Board of Directors of the Company is as follows:

DIN / PAN	Name of the Director/ KMP	Designation
00162965	Sunil Raisoni	Managing Director
03417200	Ravindra Singh Singhvi	Director (Non-executive, Independent)
07587619	Mragna Gupta	Director (Non-executive, Non-Independent)
07914207	Tripti Kochar	Director (Non-executive, Independent)
AIXPR2810C	Siddharth Raisoni	CFO(KMP)
EODPS9235C	Komal Shrimankar	Company Secretary(KMP)

IV. DISQUALIFICATIONS OF DIRECTORS:

During the year under review, the Company has received Form DIR-8 from all Directors of the Company as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. The Board noted the same and confirmed that, none of the Directors of your Company is disqualified to hold office as per the provisions of Section 164(2) of the Companies Act, 2013.

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

V. DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013 FROM THE INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, a meeting of the Independent Directors of the Company which was duly convened, held and conducted without the participation of Executive Directors of the Company, on 20^th February, 2018.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The details of the meeting of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and/or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. BOARD EVALUATION:

In pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, the Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of performance of Executive Directors is done by Independent Directors. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria and process for performance evaluation of the Non-Executive Directors and Executive Directors through questionnaire to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The appointment/re-appointment / continuation of Directors on the Board shall be based on the outcome of evaluation process.

During the year under review as per the policy for the performance evaluation, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the Nomination and Remuneration Committee in their respective meetings and the evaluation result was placed before the Board for its information and consideration.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) that in the preparation of the Annual Accounts for the year under review, all applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the director had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2018 and of the profit of the Company for the year ended on that date;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. COMMITTEE OF THE BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 read with the rules made there under and Listing Regulations, the Board has constituted the following Committee(s), namely:

a) Audit Committee

b) Stakeholders Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Committee of Board of Directors

The detailed disclosure about all the Committees of the Board of Directors is provided in the Report on Corporate Governance which forms part of this Annual Report as "Annexure D".

15. VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:

In pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairman of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

The detailed disclosure of the Vigil Mechanism policy are made available on the Company''s website (www.shradhainfra.in) and have also been provided in the Corporate Governance Report forming part of this Report.

16. RISK MANAGEMENT:

Your Company has long been following the principle of risk minimization as is the norm in every industry. The Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this plan is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the plan establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk and legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

17. AUDITORS AND THEIR REPORTS: STATUTORY AUDITOR:

Pursuant to the provisions of Section 139, 141, 142 of the Companies Act, 2013 read with the Rules made there under, M/s V. K. Surana & Co., Chartered Accountants, Nagpur (Firm Registration No. 110634W) had been appointed as the Statutory Auditors of the Company in the Eighteen (18^th) Annual General Meeting

(''AGM'') held on Monday, 28^th September 2015 to hold office from the conclusion of the Eighteen (18^th) AGM of the Company till the conclusion of the Twenty Second (22^nd) AGM of the Company to be held for the Financial Year ending 31^st March 2019, subject to ratification at every AGM thereof.

The existing Statutory Auditors of the Company, M/s. V. K. Surana & Co., Chartered Accountants, Nagpur (Firm Registration No. 110634W) have been the Auditors of the Company since Financial Year 1997-1998 and have completed a term of ten years.

In accordance with the provisions Section 139 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 ["Listing Regulations"], no listed Company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years.

Section 139 of the Companies Act, 2013 has also provided a transition period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above, M/s V. K. Surana & Co., Chartered Accountants, Nagpur (Firm Registration No. 110634W), retire at the ensuing Annual General Meeting.

The Audit Committee evaluated Audit firm, the Board of Directors on the recommendation of the Audit Committee, has appointed M/s Paresh Jairam Tank & Co., Chartered Accountants, Nagpur (Firm Registration No. 139681W) as Statutory Auditors to audit the accounts of the company for a period of 2 (Two) years to hold office commencing from the conclusion of ensuing Twenty First (21^st) Annual General Meeting for the financial year 2017-18 up to the conclusion of Twenty Third (23^rd) Annual General Meeting Annual General Meeting to be held for the financial year 2019-2020.

The Company has received a certificate to the effect that their appointment, if made, would be within limits prescribed under the provisions of Section 139(1), Section 141(2) and Section 141(3) of the Companies Act 2013 read with Companies (Audit and Auditors) Rules, 2014 and according to Listing Regulations.

The Auditors Report for the financial year 2017-18 does not contain any qualification, reservation or adverse remarks. The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to the Account and as such do not call for any explanations.

Further, there is no fraud occurred, noticed and/or reported by the Statutory Auditor under Section 143 (12) of the Companies Act 2013 read with Companies (Audit & Auditors) Rules 2014 (as amended).

As such, no specific information details or explanations required to be given or provided by the Board of Directors of the Company.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Riddhita Agrawal, Company Secretary in Practice, Nagpur (Membership No. ACS 34625 & Certificate of Practice No. 12917) has been appointed as a Secretarial Auditor to conduct the Secretarial Audit for the financial year 2017-18.

The Secretarial Audit Report for the financial year ended 31^st March, 2018 is set out in the "Annexure A", to this Directors'' Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board of Directors of the Company has re-appointed CS Riddhita Agrawal, Company Secretary in Practice, Nagpur (Membership No. ACS 34625 & Certificate of Practice No. 12917), to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 prescribed under Section 204 of the Companies Act, 2013 for the financial year 2018-2019.

INTERNAL AUDITORS/ INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:-:

Pursuant to the provisions of Section 138 and any other applicable provisions of the Companies Act, 2013 and the rules made there under, M/s Roopeshkumar Chandak & Associates, Chartered Accountants (ICAI Membership No. 160397), Nagpur has been appointed as an Internal Auditor of the Company w.e.f. 27^th December, 2017.

The Company has appointed Internal Auditors to check and have an effective internal control and risk mitigation system, which are assessed and strengthened with standard operating procedures. The Company''s internal control system is commensurate with its size, scale and modalities of operation. The main trust of the audit is to test and review controls, appraisal of risk and business process.

The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the internal control system and suggests improvement to strengthen the same. The Company has strong Management Information System, being an integral part of control mechanism.

The Audit Committee, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays an important role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee. Proper steps have been taken to ensure and maintain objectivity and independence of Internal Audit. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.

COST RECORD / AUDIT:

During the financial year 2017-18 under review, the Company does not fall within the provisions of Section 148 of Companies Act, 2013 read with Rules made thereunder, therefore, the requirement of maintenance of cost records/audit are not applicable.

18. PERSONNEL / PARTICULARS OF EMPLOYEES:

Information required pursuant to 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 provided below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Director	Designation	Ratio to median remuneration
Mr. Sunil Raisoni	Managing Director	NIL

b. The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary in the financial year:

Name of the Directors & KMPs other than Directors	Designation	% Increase in remuneration in the financial year 2017 - 18
Mr. Siddharth Raisoni	CFO (Appointed w.e.f. 03rdJuly, 2017)	Financial Year 2017-18; being the first year of association of Mr. Siddharth Raisoni as Chief Financial Officer with the Company. Therefore, the question of increase in remuneration does not arise.
Ms. Nisha Dwivedi	Company Secretary & Compliance Officer	Ms. Nisha Dwivedi (ICSI Membership No. ACS-37739) was appointed as the Company Secretary and Compliance officer of the Company effective 18th May, 2017 and she ceased to be Company Secretary and Compliance officer of the Company effective 31st August, 2018. Therefore, the question of increase in remuneration does not arise.

Name of the Directors & KMPs other than Directors	Designation	% Increase in remuneration in the financial year 2017 - 18
Ms. Komal Shrimankar	Company Secretary & Compliance Officer	Ms. Komal Shrimankar (ICSI Membership No. ACS-47702) was appointed as the Company Secretary and Compliance officer, designated Key Managerial Personnel of the Company effective 03rd September, 2018. Therefore, the question of increase in remuneration does not arise.

c. The number of permanent employees on the rolls of Company as on 31^st March 2018: 06 employees.

The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase between 5% to 15%. The average increase in the remuneration of both, the managerial and non-managerial personnel was determined based on the overall performance of the Company. Further, the criteria for remuneration of non-managerial personnel is based on an internal evaluation of key performance areas (KPAs), while the remuneration of the managerial personnel is based on the remuneration policy as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

d. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Particulars	31st March 2018
Aggregate remuneration of key managerial personnel (KMP) in FY 2017-18	00.00
Revenue (Rs. in Crores)	10.58
Remuneration of KMPs (as % of revenue)	0.00%
Profit before Tax (PBT) (Rs. in Crores)	4.301
Remuneration of KMP (as % of PBT)	0.00%

Note: During the financial year under review, no remuneration is drawn by the Key Managerial Personnel (KMP) of the Company. Hence no comparison of the remuneration of the KMP''s has been provided against the performance of the Company.

e. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	31st March 2018
Market Capitalisation (Rs. in Crores)	Rs. 49.18
Price Earnings Ratio	12.06%

The closing price of the Company''s equity shares on NSE e-MERGE (SME Emerge Platform) as on 31^st March 2018 was Rs. 51/-.

f. The key parameters for any variable component of remuneration availed by the directors:

Not Applicable as no variable component of remuneration availed by the directors.

g. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

h. Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration paid to Director/s, Key Managerial Personnel and Employees of the Company is as per the remuneration policy of the Company.

i. Information as per Section 197 of the Companies Act, 2013 ("the Act") and Rule 5(2) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules, 2014 (as amended), forms part of this report. However, in terms of Section 136(1) of the Act, the Report and Financial Statements are being sent to all the shareholders and others entitled to receive the same, excluding the statement of particulars of employees. The statement is available for inspection by the members at the Registered Office of the Company during business hours on any working day up to the date of the ensuing Annual General Meeting. If any member interested in obtaining a copy thereof, such member may write to the Company Secretary at the registered office of the Company.

None of the employee is a relative of any director of the Company. None of the employee holds (by himself or along with his spouse and dependent children) more than two percent of the Equity shares of the Company.

19. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, (as amended) is furnished in Form MGT-9 as "Annexure B", attached to this report, which forms an integral part of this report.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT, 2013:

During the year under review, the Company has not given and/or extended any Loans to, Investments in, other bodies corporate nor given and/or extended guarantees or provided securities to other bodies corporate/s or persons covered under the provisions of Section 186 of the Companies Act, 2013 read with the Rules made there under except Loans which were granted to Suntech Infraestate Nagpur Private Limited, the Wholly - Owned Subsidiary of the Company. The Members are requested to refer the Note/s to the financial statements which forms the part of the Annual Report for detailed information.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

All contracts / arrangements / transactions entered by the Company during the year with related parties were in ordinary course of business and on arms'' length basis.

During the financial year, there are no materially significant related party transactions that may have potential conflict with interest of the Company at large except Advance of Loans /Investment in Wholly Owned Subsidiary of the Company.

The details of the related Party transactions are provided in Form AOC-2 as "Annexure C", which forms part of this Annual Report.

22. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

There was no amount liable or due to be transferred to Investor Education and Protection Fund during the financial year ended 31^st March 2018.

23. CORPORATE GOVERNANCE:

Your Company believes in adopting best practices of Corporate Governance. Corporate governance guiding principles are articulated through the Company''s code of business conduct, Corporate Governance guidelines, charter of various sub-committees and disclosure policy.

The members may please note that the provisions relating to Corporate Governance i.e. Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company and accordingly, the Company is not required to submit the Corporate Governance Report with this Annual Report. However, keeping in view the objective of encouraging the use of better practices through voluntary adoption, the Company has decided to adopt and disseminate voluntary disclosure of Corporate Governance which not only serve as a benchmark for the corporate sector but also help the Company in achieving the highest standard of corporate governance.

Accordingly, a voluntary disclosure i.e. the report on Corporate Governance as stipulated under regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as "Annexure D", and forms a part of this report.

As such, the Members may note that any omission of any corporate governance provisions shall not be construed as noncompliance of the above mentioned regulations.

24. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of the Annual Report.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review the Board of your Company approved a comprehensive CSR Budget and the CSR activities planned for the financial year 2017-18 on recommendation of CSR Committee and since then it is pursuing the CSR programs and projects as per its approved Corporate Social Responsibility Policy. The projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR policy. The Report on CSR Activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as "Annexure E" forming part of this Report.

Your Directors wish to share that despite all the odds the Company tried its best to fulfill its responsibilities towards society and has spent the entire amount earmarked for the CSR activities.

The Annual Report on CSR activities is attached as "Annexure E" and forms part of this report.

26. LISTING OF SHARES:

The Equity shares of the Company continued to be listed with and actively traded on The National Stock Exchange of India Limited (NSE) EMERGE [SME Platform]. The listing fees for the financial year 2017-18 have been paid to the Stock Exchange on 11^th December, 2017.

27. SECRETARIAL STANDARDS:

During the financial year under review, the Company was in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board and General Meetings.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in the "Annexure F", attached to this report, which forms an integral part of this report.

29. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the financial year under review, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which this financial statements relate and date of this report.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

31. CODES OF CONDUCT OF BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODES /POLICIES

Your Directors are pleased to report that your Company has complied with the:

1. Code of Business Principles and Conduct;

2. Code of Prevention of Insider Trading in Shradha Infraprojects securities by the designated persons (insider) (as amended from time to time);

3. Code for Vigil Mechanism - Whistle Blower Policy;

4. Code for Independent Directors;

5. Corporate Social Responsibility Policy;

6. Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations, 2015);

7. Policy for determining of ''material'' Subsidiary (Regulation 16 of the SEBI (LODR) Regulations, 2015);

8. Policy on materiality of related party transaction/s and on dealing with related party transactions (Regulation 23 of the SEBI (LODR) Regulations, 2015); and

9. Policy for determination of materiality based on specified criteria and accordingly, grants authorization for determination of materiality of events (Regulation 30 of the SEBI (LODR) Regulations, 2015).

The aforesaid code(s) and policy(ies) are posted and available on the Company''s website (www.shradhainfra.in).

32. MATERIAL DEVELOPMENT IN HUMAN RESOURCES:

i) INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees and Visiting Faculties in all areas of operations. The Company has a structured induction process and management development programs / workshops to upgrade skills of managers / Employees. Objective appraisal systems based on Key Result Areas are in place for senior management staff. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organization.

The Company is dedicated to enhance and retain top talent through superior learning and organizational development, as this being the pillar to support the Company''s growth and sustainability in the future.

ii) SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Shradha Infraprojects (Nagpur) Limited ("the Company") has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees etc) are covered under this Policy. During the year 2017-18, the Company has not received any complaint of sexual harassment. The Certificate by Managing Director and Director of the Company to that effect is enclosed herewith as "Annexure G" and forms part of this report.

iii) HEALTH AND SAFETY:

The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. Safety Committee and Apex Committee are available for periodical review on safety, health & environment of all departments.

Regular Training on Safety is being organized for New Joinee, regular employees & contract labour. Mock drills are conducted for practical exposure to meet emergency need on quarterly basis. Hand book on safety awareness are distributed to all employees.

iv) CODE OF CONDUCT COMPLIANCE:

A declaration signed by the Whole Time Director and Director affirming compliance for the Financial Year 2017-18, with the Company''s Code of Conduct by the Directors and Senior Management as required under Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, as amended, is annexed as a part of the Corporate Governance Report.

v) OTHER DISCLOSURES:

The details regarding Board and its Committee meetings, Declaration by Independent Directors, Remuneration policy for Directors and KMP''s, Induction, training and familiarization programmes for Directors including Independent Directors and such other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Board''s Report.

ENCLOSURES:

a) Annexure A : Secretarial Auditors'' Report in Form MR- 3;

b) Annexure B : Extract of Annual Return as of 31^st March, 2018 in Form MGT-9;

c) Annexure C : Form AOC-2;

d) Annexure D : Report on Corporate Governance;

e) Annexure E : Annual Report on Corporate Social Responsibility (CSR) activities;

f) Annexure F : Report on Energy Conservation, Technology Absorption and Foreign

Exchanges Earnings and Outgo;

g) Annexure G : Certificate on Sexual Harassment of Women at the Workplace and its

Prevention, Prohibition & Redressal.

h) Annexure H : Form AOC-1;

33. ACKNOWLEDGEMENTS:

The Board appreciates and places on record the contribution made by all concerned during the year under review and the support received from all. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, Bankers, customers, suppliers and business partners.

On behalf of the Board

For SHRADHA INFRAPROJECTS

(NAGPUR) PRIVATE LIMITED

SUNIL RAISONI MRAGNA GUPTA

MANAGING DIRECTOR DIRECTOR

DIN:00162965 DIN: 07587619

Address: 75, North Ambazari Road,

Address: Flat No. 303, Venketesh Apartment, Salasar Vihar,

Shivaji Nagar, Nagpur 440010,

Maharashtra, India New Deshpande Layout,

Bhandewadi, Nagpur 440035,

Maharashtra, India

Place : Nagpur

Date : 3rd September, 2018