Directors Report of Sri Havisha Hospitality and Infrastructure Ltd.

Mar 31, 2025

1. INTRODUCTION:

The Directors take pleasure in presenting the Annual Report of Sri Havisha Hospitality and
Infrastructure Limited (''the Company'' or ''SHHIL'') along with the Audited Financial Statements for the
Financial Year ended March 31, 2025.

2. FINANCIAL PERFORMANCE:

The Financial performance of the Company for the year 2024-25 is indicated below:

(Rupees in Lakhs)

Particulars	2024-25	2023-24
Gross Income	1584.15	1612.39
Expenses:
Cost of materials consumed	253.67	267.50
Employee benefit expenses	567.08	534.33
Finance costs	452.69	520.55
Depreciation and amortisation expenses	231.73	225.45
Other expenses	546.15	461.79
Total expenses	2051.31	2009.62
Profit / (Loss) before tax	(467.16)	(397.23)
Total Tax Expenses	(40.58)	17.67
Net Profit / (Loss) for the year after tax	(426.58)	(414.91)
Other comprehensive income (net of tax)	0.03	2.85
Total comprehensive income / (loss)	(426.61)	(417.75)

3. PERFORMANCE REVIEW:

The total revenue for FY 2024-25 is Rs. 1584.15 Lakhs, which is slightly lesser than the previous year''s
total revenue of Rs. 1612.39 Lakhs. The Company reported after tax loss of Rs. 426.61 Lakhs for the FY

2024- 25 as against the loss of Rs. 417.75 Lakhs for FY 2023-24.

The Company executed the lease agreement with Airports Authority of India (AAI) for renewal of the
leasehold rights of the land for another 30 years from the year 2023. Interest Expense on lease liability
has been provided as per Ind AS 116 and the Finance Cost for the year ended 31 March2025 of Rs. 452.69
Lakhs includes Interest expense on lease liability of INR 418.90 lakhs which is notional.

4. STATE OF AFFAIRS AND FUTURE OUTLOOK OF THE COMPANY:

After getting the land lease renewal for 30 Years with effect from 1st Jan, 2023 from Airports Authority
of India for our Flotel at Begumpet, your company has taken up a substantial renovation of the
property at Flyderabad. Twenty three rooms including three suites have been renovated to tire class
of 5 Star standards which have generated revenues with 90% plus occupancy at a higher tariff during
the Year under consideration. The customer''s feedback on these renovated rooms is continuously
encouraging and demonstrated in terms of high occupancy rate. The renovation process of the rest of
rooms is slow due to the delay in getting funding requirements from our Bankers. The fund raising
process is going on expeditiously and we are confident of completing the renovation of the Hotel as
per schedule while ensuring at the same time that oiu Hotel will continue to be operational. Your
company is also planning to add more rooms as the need is felt to considerably increase the room
inventory in view of the healthy occupancy levels witnessed in the past couple of years.

As you are aware in the last annual general meeting of the company held on September 25, 2024,
shareholders of the company approved to issue and allot 4,55,00,000 sweat equity shares subject to the
maximum limit equivalent to 15% of the Paid up capital of the Company. To comply with the
Regulation No:166A of the SEBT (ICDR) Regulations, 2018 and Regulation No: 3 of SEBI (SAST)
Regulations, 2011, the Company during the Year 2024-2025 made an application to the Stock
Exchanges for their approval to issue and allot 1,50,00,000 sweat equity shares equivalent to less than
5% of the paid up capital of the company. The company is awaiting the approval of the Stock
Exchanges for the same.

The validity of the Resolution dated 25^th September, 2024 for sweat equity is one year from the date of
passing the resolution by the shareholders of the company. Consequently the Resolution lapses by
period of limitation on 24^th September, 2025. Hence a revalidation of earlier resolution is proposed in
order to facilitate the Company to issue sweat equity shares of 1,50,00,000 during the Financial Year

2025- 2026 within the overall limit read with the applicability of relevant Regulations.

In view of the unrelenting and persistent efforts put in by your company''s Chairman & Managing
Director in achieving the renewal of the Hotel''s land lease renewal for another 30 years along with the
first right of refusal thereafter, it is proposed to allot Sweat Equity as above to him. Mr. Manohar who
was the original allottee of the above land from Airports Authority through a public tender transferred
that land to Shri Shakti Resorts & Hotels Ltd without taking any consideration whatsoever and
implemented the project and successfully running the hotel and related businesses. Shri ShaktiResorts
& Hotels Ltd is merged with our Company viz., Sri Havisha Hospitality and Infrastructure Ltd as per
NCLT Order dated 16* Nov, 2021. Tlte lease expired on 19* Nov, 2019 and Mr. Manohar has put in
herculean efforts starting from 2017 itself for the renewal of the lease. The lease deed to this effect is
signed between Airports Authority of India and Sri Havisha Hospitality and Infrastructure Limited
represented by Mr. D. V. Manohar on 27^th July, 2023.

It is an irrefutable fact that the business growth and future prospects of your company are
substantially enhanced consequent to the above.

Further Mr. Manohar is instrumental in turning around your Company from accumulated losses
of about Rs. 100 crores to the present profitable position. When Govt, of India couldn''t implement
it''s commitment to remove subsidy on LPG over 3 years, entire private LPG Industry was badly
affected. In such situation, Mr. Manohar cleared Bank loans of about Rs 106 Crores under One
Time Settlement and made your Company debt-free in FY 2007-08. Thereafter he ensured your
Company''s survival all these years despite nil revenues. After the merger with Shri Shakti Resorts
& Hotels Ltd, your Company is now turned profitable.

The efforts of Mr. Manohar for one time settlement is more in the nature of physical stress and
involvement and quantification of such efforts in monetary terms is not possible. His value
addition remains an appreciative contribution to the overall growth of the Company and has
become a decisive factor for the shareholders to consider and approve sweat equity to Mr.
Manohar.

Therefore it is proposed that Mr. Manohar shall be adequately compensated for his efforts as
above through issue and allotment of 1,50,00,000 Sweat Equity Shares of Rs. 2 each fully paid up
for his Non-cash consideration and value addition to the company.

The massive renovation of the entire Hotel that is taken up now along with addition of more
rooms to the Hotel is expected to result in substantial increase in revenues and lead to
considerable profitability. Hence, your directors are confident that these plans achieve better
results in coming years. The endeavour of your directors is to maximize the returns to
shareholders and we reiterate our commitment to achieve this in the near future.

5. DIVIDEND:

In view of the accumulated losses and the need to conserve available funds for the renovation and
operations of the Company, your Company has considered it prudent to not to propose dividend for
the financial year ended March 31, 2025.

6. DEPLOYMENT OF FUNDS:

R<;. In

Sources of Funds
Share Holders Funds	2551.41
Non - Current Liabilities	3569.99
Current Liabilities	1376.30
Total	7497.70

Application of Funds
Non-Current Assets	5527.03
Other Non - Current Assets	847.90
Current Assets	957.33
Long Temr Loans & Advances	13.87
Other Current Assets	151.58
Total	7497.70

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments which may likely affect financial position of the
company between end of the financial year and the date of the report.

8. MATERIAL ORDERS OF REGULATORS/COURTS/TRIBUNALS:

During the quarter ended 30 June 2025, the Company has made a payment of ? 99.91 lakhs to Telangana
State Power Distribution Company Ltd (TGSPDCL) under protest towards Cross Subsidy Surcharge
(CSS) for availing electricity from third party power generators 25 to 30 years back despite having
necessary approvals from the then State Electricity Board. When the Company along with other
aggrieved Companies and Hotels challenged the above unilateral charge before the Hon''ble Telangana
High Court, the Hon''ble Corut while giving a Stay directed all the aggrieved Companies and Hotels to
pay 50% of the amount equivalent to Rs 99.91 lakhs in oru case. The Final order is yet to be passed by
the Hon''ble Telangana High Corut and the matter is currently sub-judice. Pending final adjudication,
the said amount has been disclosed rmder "Other Crurent Assets" / "Deposits", and no provision has
been made in the books. The management, based on legal opinion, believes that it has a strong case and
the likelihood of liability crystallizing is remote.

Apart from this, no other significant or material orders were passed by the regulators or coruts or
tribunals which may impact the going concern status and Company''s operations in future.

9. TRANSFER TO RESERVES:

As permitted rmder the provisions of the Companies Act, 2013, the Board feels that the profit of the
Company can be utilised in other profitable way and considering the same no amount of the Profit has
been transferred to the Reserve.

10. DEPOSITS:

The Company has not accepted any deposits covered rmder chapter V of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014 for the year rmder review.

11. PARTICULARS OF LOAN. GUARANTEE OR INVESTMENTS:

Your Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013
with respect to Loans, guarantees or investments made.

12. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND TOINT VENTURE
COMPANIES:

During the year under review, the Company did not have any subsidiary, associate and joint venture
company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• Mr. Binod Kumar Sinha (DIN: 00290750) and Mr. Vuppu Subrahmanayam (DIN: 02937206) resigned
from the position of Independent Directors of the Company with effect from 28.09.2024, due to
completion of the second term of five years as Non-executive Independent Directors of the company
pursuant to the provisions of Regulation 30 read with Schedule HI of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.

• Mr. Satyanarayana Reddy Theepireddy (DIN: 06902037) and Mr. Mahalingam Jayaraman Iyer (DIN:
10741697) were appointed as Independent Directors of the Company with effect from 25.09.2024.
Further Mr. Abhaya Shankar (DIN: 00008378) was proposed by the Board to be re-appointed as an
Independent Director for five consecutive years pursuant to the provisions of section 149(6) of the
Companies Act, 2013 and pursuant to the provisions of Regulation 30 read with Schedule El of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015.

• During the year under review, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees.

• Mr. Sonu Kumar, resigned from the position of Company Secretary and Comphance Officer of the
Company with effect from 04.11.2024 and Mr. Sivaiah Patia appointed as new Company Secretary
and Comphance Officer of the Company with effect from 13.02.2025 pursuant to Section 203 of the
Companies Act, 2013 and pursuant to the provisions of Regulation 30 read with Schedule El of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as
on March 31, 2025 are:

S. No.	Name	Designation
1.	Mr. Venkat Manohar Dontamsetti	Managing Director
2.	Mrs. Satya Pinjala	Whole Time Director
3.	Mr. Chandrasekhar Prasad Chodavarapu	Chief Financial Officer
4.	Mr. Sivaiah Palla	Company Secretary

14. BOARD MEETINGS:

During this financial period under review, the Board of Directors of your Company met 4 (four) times
as summarized below in comphance with the minimum stipulated requirement and the gap between
any two meetings did not exceed 120 days.

Sr. No.	Date of Board Meeting
1.	Wednesday, May 29, 2024
2.	Thursday, August 8, 2024
3.	Monday, November 11, 2024
4.	Thursday, February 13, 2025

15. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted
declarations that each of them meet tire criteria of independence as provided in Section 149(6) of the Act
along with Rules framed thereunder and Regulation 16(l)(b) of SEBI Listing Regulations. There has
been no change in the circumstances affecting their status as Independent Directors of the Company. In
tenns of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of
any circumstance or situation, which exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective independent judgment and without any
external influence. The Board of Directors of the Company has taken on record the declaration and
confirmation submitted by the Independent Directors after undertaking due assessment of the veracity
of the same.

The Independent Directors of the Company have confirmed that they have registered their names in
the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in
terms of Section 150 of the Act read with Rule 6 of the Ccanpanies(Appointment and Qualification of
Directors) Rules,2014 (as amended).

16. EVALUATION OF THE BOARD''S PERFORMANCE:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees,
and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on
the basis of criteria such as the Board Composition and Structure; Degree of fulfilment of key
responsibilities towards stakeholders (by way of monitoring corporate governance practices,
participation in the long term strategic planning etc.); Effectiveness of board processes, information and
functioning, etc.; Extent of co-ordination and cohesiveness between the Board and its Committees; and
Quality of relationship between Board Members and the Management.

The performance of the Committees was evaluated by the Board after seeking inputs from the
Committee Members on the basis of criteria such as the composition of committees, effectiveness of
committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board
as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive
Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of
individual Directors on the basis of criteria such as the contribution of the individual Director to the
Board and committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

In the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the
performance of the Board, its committees, and individual Directors was also discussed. Performance
evaluation of Independent Directors was done by the entire Board, excluding the Independent Director
being evaluated.

17. POLICY ON DIRECTORS/ APPOINTMENT AND REMUNERATION:

The policy of the Company on Directors'' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other matters provided
under Section 178(3) of the Companies Act, 2013 is adopted by the Board. We affirm that the
renumeration paid to the Directors is as per the terms laid out in nomination and renumeration policy
of the Company.

18. AUDITORS:

a) THE STATUTORY AUDITORS.

M/s P. Suryanarayana & Co., Chartered Accountants were appointed as Statutory Auditors of your
Company at the Annual General Meeting (AGM) held on 12th August, 2022 for a period of five years
commencing from the conclusion of the 29^th AGM of the Company until the conclusion of the 34^th AGM
of the Company to be held on in the year 2027. M/s P. Suryanarayana & Co. earlier completed its first
term as the Statutory Auditors of the Company and were re-appointed as the Statutory Auditors of the
Company for another term of five years.

The Report given by Auditors on Financial Statements of the Company is part of this report. There has
been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their report.

b) SECRETARIAL AUDITORS.

Section 204 of the Companies Act, 2013 inter aha requires every listed Company to annex to its Board
Report, a Secretarial Audit Report, given in the prescribed form by a Company Secretary in practice.
The Board appointed Krishna Kumar & Associates, Practicing Company Secretaries, represented by CS

A. Krishna Kumar as the Secretarial Auditor to conduct Secretarial Audit of the Company for the
Financial Year 2024-25 and their report is being obtained.

The Board also recommend for re-appointment of M/s. Krislma kumar & Associates, Company
Secretaries as secretarial auditors for a period of 5 (five) consecutive years commencing from FY 2025¬
26 till FY 2029-30 subject to the approval of shareholders ensuing Annual General Meeting.

c) COST RECORDS.

Pursuant to Section 148(1) of the Act and the relevant rules made thereunder the Company is not
required to maintain cost records hence the same is not maintained by the Company.

19. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

As per SEBI TODR, Management Discussion and Analysis, Corporate Governance Report and
Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate
Governance forms part of this Annual Report.

Pursuant to Regulation 34 of the SEBI LODR, the Management Discussion and Analysis is presented in
a separate section forming part of this Annual Report. As required under the provisions of the SEBI
LODR, the Audit Committee of the Company has reviewed the Management Discussion and Analysis
report of the Company for the year ended March 31, 2025

20. RISK MANAGEMENT COMMITTEE:

The Company has a robust risk management framework in place, which provides an integrated
approach for identifying, assessing, mitigating, monitoring, and reporting of various risks associated
with the business of the Company. The Audit Committee has been entrusted by the Board with the
primary responsibility to monitor and review risk management, assessment and minimization
procedures and to develop, implement and monitor the risk management plan and identify, review and
mitigate all elements of risks which the Company may be exposed to.

21. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Though pursuant to the provisions of Section 135 read with Schedule VII of the Companies Act, 2013,
the Company does not fall under the criteria of CSR Policy, the Company is actively promoting cycling
which is the most eco-friendly means of commuting.

22. PERSONNEL:

During the year none of the employees is in receipt of renumeration in excess of the limits prescribed
u/s. 197(12) of the Companies Act, 2013, read with Rule 5 and 35 of the Companies (Appointment and
Renumeration of Managerial Personnel) Rules, 2014.

23. DEMATERIALISATION OF SHARES:

Around 65.95% of the Paid-Up Equity Share Capital of the Company was dematerialized as on 31st
March, 2025 and the balance Paid-Up Equity Share Capital is in physical form. The Company''s Registrar
is XL Softech Systems Limited, 3 Sagar Society, Banjara Hills, Hyderabad.

24. LISTING WITH STOCK EXCHANGES:

The Company''s securities are listed at BSE Limited and National Stock Exchange of India Ltd. and the
new Listing Agreement as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 has been entered with both the Exchanges.

25. RELATED PARTY TRANSACTIONS:

During tire year under review, all Related Party Transactions that were entered into were in the
Ordinary Course of Business and at Arms'' Length Basis. All transactions entered into with related
parties were approved by the Audit Committee. None of the transactions with related parties are
material in nature or fall under the scope of Section 188(1) of the Act.

The information on transactions with related parties pursuant to Section 134(3)(h) of die Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for
the FY 2024-2025 and hence the same is not provided.

26. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(C) OF
THE COMPANIES ACT. 2013:

Pursuant to the requirement under Section 134(3)(C) of the Companies Act, 2013with respect to
Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of die accounts for the financial year ended March 31, 2025 the applicable
accounting standards have been followed along with proper explanation relating to material
departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of the
state of affairs of your Company at the end of the financial year and of the profit or loss of your
Company for the year imder review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the Provisions of the Companies Act, 2013 for safeguarding the assets
of vour Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the accounts for the financial year ended March 31, 2025 on a
''going concern'' basis.

(v) the Directors have laid down internal financial controls, which are adequate and are operating
effectively.

(vi) the Directors have devised proper systems to ensiue compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.

27. REMUNERATION RATIO OF THE DIRECTORS AND KMP:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment
and Remuneration of Managerial personnel) Rules 2014 and Companies (Particulars of employees)
Rules 1975 in respect of Employees of the Company, Directors and Key Managerial Person (KMP) is
furnished below:

S.No	Name of the	Designation	Remuneration	Median	Ratio
	Director/KMP		for FY 2024-25	Remuneration o
				Employees

1	Mr. Venkat Manohar Dontamsetti	Managing Director	84.00	3.30	25.45 :1
2	Mrs. Satya Pinjala	Whole-Time Director	31.50	3.30	9.55 :1
3	Mr. Chandrasekhar Prasad Chodavarapu	CFO	15.00	3.30	4.55 :1
4	Mr. Sonu Kumar & Mr. Sivaiah Palla	CS	7.01	3.30	2.12 :1

• Total no of Employees for the FY 2024-25: 130 and total Salaries paid Rs: 429.57 Lakhs

• Total Sitting fee paid for Directors attending Board and Committee meetings Rs: 2.5 lakhs

28. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,
2025 is available on the Company''s website at https://srihavisha.in/annual-retum-as-per-section-92/

29. SECRETARIAL STANDARDS:

The Directors state that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of
Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings
respectively have been duly complied with.

30. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND RFDRFSSAI) ACT. 2013:

The Company has always believed in providing a safe and harassment-free workplace for every
individual working in the Company. Hie Company has complied with the applicable provisions of the
POSFF Act, and the rules framed thereunder, including constitution of the Internal Complaints
Committee headed by Ms. Shanthi Pothapragada.

During the financial year Financial Year 2024-25, the Company did not receive any instance of such
event of sexual harassment.

31. INTERNAL FINANCIAL CONTROL OVER FINANCIAL REPORTING:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of
its business, including adherence to the Company''s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial disclosures.

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT:

The Statutory Auditors of the Company have not reported any fraud as specified under the second
proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the
time being in force).

33. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Information under Section 134(3)(m)of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014 is given below:

A. CONSERVATION OF ENERGY:

^ Energy Consumption measures taken

a. The Company has initiated effective measures for saving all forms of Energy.

b. Additional investments and proposals, if any being implemented for reduction in
consumption of energy.

c. Impact of the measures at (a) and (b) above for reduction of energy consumption.

d. Total Energy Consumption and Energy Consumption per unit of product.

> Energy Conservation Measures

The following Energy Conservation Measures were implemented during the year.

a. Auto switching off of A/c Units, Exhaust Fans, Street Lights.

b. Reduction in compressed air consumption by fixing Regulators and Auto Controllers.

B. TECHNOLOGY ABSORPTION:

Tire Company has taken up several initiatives for undertaking Research and Development (R&D)
on Technology, Absorption, Adaptation and Innovation during the year. Earlier the Company has
indigenously developed a Conversion Kit with fixed tank for Three Wheelers to rim on LPG. Tire
Company holds two patents jointly with M/s. Automotive Research Association of India (ARAI)
towards the same.

C. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

Current Year
1)	Foreign Exchange earned	NIL
2)	Foreign Exchange used	NIL
	a. Import of Capital Goods	NIL
	b. Import of raw materials and spares	NIL
	c. Travelling and other expenditure	NIL

34. WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy as part of vigil mechanism to provide appropriate
avenues to the Directors and employees to bring to the attention of the management any issue which is
perceived to be in violation of or in conflict with the Code of Business Principles of the Company.

35. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016:

During the financial period under review, no application was made under the Insolvency and
Bankruptcy Code, 2016 by your Company. No proceedings are pending under IBC 2016 against your
Company.

36. PARTICULARS OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS:

During tire financial period under review, there were no instances of any one-time settlement against
loans taken from banks or financial institutions.

37. ACKNOWLEDGEMENT:

The Directors thank the Company''s customers, vendors, investors and academic partners for their
continuous support. The Directors also thank the Government of India, Governments of various states
in India, concerned Government departments & agencies and our Bankers for their co-operation. The
Directors appreciate and value the contribution made by all our employees and their families and the
contribution made by every other member of the SHHIL family, for making the Company what it is.

Eor and on behalf of the Board
SRI HAVISHA HOSPITALITY AND
INFRASTRUCTUE LIMITED

PLACE: Hyderabad D.V.MANOHAR

DATE: 11.08.2025 CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2024

The Directors take pleasure in presenting the Annual Report of Sri Havisha Hospitality and Infrastructure Limited (''the Company'' or ''SHHIL'') along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

2. FINANCIAL PERFORMANCE:

The Financial performance of the Company for the year 2023-24 is indicated below:

Rupees in Lakh

Particulars	2023-24	2022-23
Gross Income	1612.39	1799.56
EXPENSES
Cost of materials consumed	267.50	226.30
Employee benefit expenses	534.33	497.70
Finance costs	519.50	19.48
Depreciation and amortisation expenses	225.45	78.84
Other expenses	462.84	772.25
Total expenses (IV)	2009.62	1594.57
Profit / (Loss) before tax (V VI)	(397.23)	204.99
Total Tax Expenses	17.67	55.25
Net Profit / (Loss) for the year after tax (V-VI)	(414.91)	149.74

3. PERFORMANCE REVIEW:

The total revenue for FY 2023-24 is Rs. 1612.39 Lakhs, which is lower than the previous year''s total revenue of Rs. 1799.56 Lakhs. The Company reported after tax loss of Rs. 414.91 Lakhs for the FY 2023-24 as against the profit of Rs. 149.74 Lakhs for FY 2022-23.

The Company executed the lease agreement with Airports Authority of India (AAI) for renewal of the leasehold rights of the land for another 30 years from the year 2023. Interest Expense on lease liability has been provided as per Ind AS 116 and the Finance Cost for the year ended 31 March 2024 of Rs. 519.50 Lakhs includes Interest expense on lease liability of INR 497.15 lakhs

which is notional. It may be noted that as IND AS 116 is made applicable for the FY 2023-24 onwards, such provision was not required in FY 22-23.

4. STATE OF AFFAIRS AND FUTURE OUTLOOK OF THE COMPANY:

After the merger of Shri Shakti Resorts & Hotels Ltd which is an existing operational company with our company, the overall revenues and growth have been considerably increasing for the past three years as could be seen from the financial performance above. A major achievement is getting the land lease for our hotel at Begumpet Airport renewed for another 30 years with effect from 1^st Jan, 2023, after herculean efforts. Consequent to this notable development, our company is taking up a substantial renovation of our hotel property at Hyderabad. 3 mock up room and suites are already done and being used at a higher tariff for the past few months. The feedback on the same from the guests is very good. We are now implementing total similar renovation for 19 rooms and suites which will be completed in the next few weeks. Thereafter we will be taking up the remaining renovation of the Hotel in a phased manner, ensuring at the same time that the hotel will continue to be operational. Your company is also planning to add more rooms as the need is felt to considerably increase the room inventory in view of the healthy occupancy levels witnessed in the Financial Year 2023-24.

As you are aware, in the last annual general meeting of the company held on September 28, 2023, shareholders of the company approved to issue and allot 4,55,00,000 sweat equity shares subject to the maximum limit equivalent to 15% of the Paid up capital of the Company. To comply with the Regulation No:166A of the SEBI (ICDR) Regulations, 2018 and Regulation No:

3 of SEBI (SAST) Regulations, 2011, the Company during the Year 2024-2025 made an application to the Stock Exchanges for their approval to issue and allot 1,50,00,000 sweat equity shares equivalent to less than 5% of the paid up capital of the company. The company is awaiting the approval of the Stock Exchanges for the same.

The validity of the Resolution dated 28^th September, 2023 for sweat equity is one year from the date of passing the resolution by the shareholders of the company. Consequently the Resolution lapses by period of limitation on 27^th September, 2024. Hence a fresh resolution is proposed in order to facilitate the Company to issue sweat equity shares of 1,50,00,000 during the Financial Year 2025-2026 within the overall limit read with the applicability of relevant Regulations.

In view of the unrelenting and persistent efforts put in by your company''s Chairman & Managing Director in achieving the renewal of the Hotel''s land lease renewal for another 30 years along with the first right of refusal thereafter, it is proposed to allot Sweat Equity as above to him. Mr. Manohar who was the original allottee of the above land from Airports Authority through a public tender transferred that land to Shri Shakti Resorts & Hotels Ltd without taking any consideration whatsoever and implemented the project and successfully running the hotel and related businesses. Shri Shakti Resorts & Hotels Ltd is merged with our Company viz., Sri

Havisha Hospitality and Infrastructure Ltd as per NCLT Order dated 16^th Nov, 2021. The lease expired on 19^th Nov, 2019 and Mr. Manohar has put in herculean efforts starting from 2017 itself for the renewal of the lease. The lease deed to this effect is signed between Airports Authority of India and Sri Havisha Hospitality and Infrastructure Limited represented by Mr. D. V. Manohar on 27^th July, 2023.

It is an irrefutable fact that the business growth and future prospects of your company are substantially enhanced consequent to the above.

Further Mr. Manohar is instrumental in turning around your Company from accumulated losses of about Rs 100 crores to the present profitable position. When Govt. of India couldn''t implement it''s commitment to remove subsidy on LPG over 3 years, entire private LPG Industry was badly affected. In such situation, Mr. Manohar cleared Bank loans of about Rs 106 Crores under One Time Settlement and made your Company debt-free in FY 2007-08. Thereafter he ensured your Company''s survival all these years despite nil revenues. After the merger with Shri Shakti Resorts & Hotels Ltd, your Company is now turned profitable.

The efforts of Mr. Manohar for one time settlement is more in the nature of physical stress and involvement and quantification of such efforts in monetary terms is not possible. His value addition remains an appreciative contribution to the overall growth of the Company and has become a decisive factor for the shareholders to consider and approve sweat equity to Mr. Manohar.

Therefore it is proposed that Mr. Manohar shall be adequately compensated for his efforts as above through issue and allotment of 1,50,00,000 Sweat Equity Shares of Rs. 2 each fully paid up for his Non-cash consideration and value addition to the company.

The massive renovation of the entire Hotel that is taken up now along with addition of more rooms to the Hotel is expected to result in substantial increase in revenues and lead to considerable profitability. Hence, your directors are confident that these plans achieve better results in coming years. The endeavour of your directors is to maximize the returns to shareholders and we reiterate our commitment to achieve this in the near future.

5. DIVIDEND:

In view of the accumulated losses and the need to conserve available funds for the renovation and operations of the Company, your Company has considered it prudent to not to propose dividend for the financial year ended March 31, 2024.

6. DEPLOYMENT OF FUNDS:

Rs. In lakhs

Sources of Funds
Share Holders Funds	2978.03
Non - Current Liabilities	3689.01
Current Liabilities	925.98
Total	7593.02
Application of Funds
Non-Current Assets	5971.80
Other Non - Current Assets	971.30
Current Assets	501.88
Long Term Loans & Advances	13.78
Other Current Assets	134.26
Total	7593.02

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THEFINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report.

8. SIGNIFICANT AND MATERIAL ORDERS:

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that our Company executed Lease Deed on 27^th July, 2023 with Airports Authority of India (AAI), New Delhi for the renewal of Land Leasehold Rights of the Company for another Thirty Years with effect from 01.01.2023, at Begumpet Airport, Hyderabad.

9. TRANSFER TO RESERVES:

As permitted under the provisions of the Companies Act, 2013, the Board feels that the profit of the Company can be utilised in other profitable way, considering the same no amount of the Profit has been transferred to the Reserve.

10. DEPOSITS:

The Company has not accepted any deposits covered under chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the year under review.

11. PARTICULARS OF LOAN. GUARANTEE OR INVESTMENTS:

Your Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 with respect to Loans, guarantee or investments made.

12. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND TOINT VENTURE COMPANIES

During the year under review, the Company did not have any subsidiary, associate and joint venture company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Mr. Annaiahsetty Bala Setty (DIN- BMYPS7465N) was appointed as Non-executive Non Independent Director of the company at the Annual General Meeting held on September 29, 2019. He attained the age of seventy five years as on June 11, 2023.

To comply with the provisions of the Act and Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations and on the recommendation of the Nomination and Remuneration Committee (''NRC'') and with consent of the Board of Directors of the Company, be and is hereby appointed by special resolution as a Non Executive Non Independent director of the company for the period of 5 (Five) consecutive years commencing from September 28, 2023 to September 27, 2028 liable to retire by rotation at annual general meeting held on September 28, 2023.

• In accordance with the requirements of the Act and the Company''s Articles of Association, Mr. Annaiahsetty Bala Setty, retires by rotation and being eligible, offers himself for reappointment. A resolution seeking shareholders'' approval for his re-appointment forms part of the Notice.

• During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:

S. No.	Name	Designation
1.	Mr. Venkat Manohar Dontamsetti	Managing Director
2.	Mrs. Satya Pinjala	Whole Time Director
3.	Mr. Chandrasekhara Prasad Chodavarapu	Chief Financial Officer
4.	Mr. Sonu Kumar	Company Secretary

14. BOARD MEETINGS:

Four meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms a part of the Annual Report.

15. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Independent Directors of the Company have confirmed that they have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules,2014 (as amended).

16. EVALUATION OF THE BOARD''S PERFORMANCE:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board Composition and Structure; Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long term strategic planning, etc.); Effectiveness of board processes, information and functioning, etc.; Extent of co-ordination and cohesiveness between the Board and its Committees; and Quality of relationship between Board Members and the Management.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

17. POLICY ON DIRECTORS/ APPOINTMENT AND REMUNERATION:

The policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013 is adopted by the Board. We affirm that the remuneration paid to the Directors is as per the terms laid out in nomination and remuneration policy of the Company.

18. AUDITORS:

a) THE STATUTORY AUDITORS

M/s P. Suryanarayana & Co., Chartered Accountants were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 12th August, 2022 for a period of five years commencing from the conclusion of the 29^th AGM of the Company until the conclusion of the 34^th AGM of the Company to be held on in the year 2027. M/s P. Suryanarayana & Co. earlier completed its first term as the Statutory Auditors of the Company and was re-appointed as the Statutory Auditors of the Company for another term of five years.

The Report given by Auditors on Financial Statements of the Company is part of this report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their report.

b) SECRETARIAL AUDITORS:

Section 204 of the Companies Act, 2013 inter alia requires every listed Company to annex to its Board Report, a Secretarial Audit Report, given in the prescribed form by a Company Secretary in practice. The Board appointed Krishna Kumar & Associates, Practicing Company Secretaries, represented by CS A. Krishna Kumar as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24 and their report is being obtained.

The Board also appointed Krishna Kumar & Associates as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2024-25.

c) COST RECORDS

Pursuant to Section 148(1) of the Act and the relevant rules made thereunder the Company is not required to maintain cost records hence the same is not maintained by the Company.

19. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

As per SEBI LODR, Management Discussion and Analysis, Corporate Governance Report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance forms part of this Annual Report.

Pursuant to Regulation 34 of the SEBI LODR, the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report. As required under the provisions of the SEBI LODR, the Audit Committee of the Company has reviewed the Management Discussion and Analysis report of the Company for the year ended March 31, 2024.

20. RISK MANAGEMENT COMMITTEE:

The Company has a robust risk management framework in place, which provides an integrated approach for identifying, assessing, mitigating, monitoring, and reporting of various risks associated with the business of the Company. The Audit Committee has been entrusted by the Board with the primary responsibility to monitor and review risk management, assessment and minimization procedures and to develop, implement and monitor the risk management plan and identify, review and mitigate all elements of risks which the Company may be exposed to.

Further, the Audit Committee handles risk management, assessment and minimization procedures and also periodically reviews with them the existing procedures and measures to improvise the same. The Company has in place adequate internal financial controls with reference to financial statements. Key risks and threats to the Company and internal controls and their adequacy are analyzed in the Management Discussion and Analysis, which forms part of this Report.

21. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Though pursuant to the provisions of Section 135 read with Schedule VII of the Companies Act, 2013, the Company does not fall under the criteria of CSR Policy, the Company is actively promoting cycling which is the most eco-friendly means of commuting.

22. PERSONNEL:

During the year none of the employees is in receipt of remuneration in excess of the limits prescribed u/s. 197(12) of the Companies Act, 2013, read with Rule 5 and 35 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

23. DEMATERIALISATION OF SHARES:

Around 65.83% of the Paid-Up Equity Share Capital of the Company was demater ialized as on 31st March, 2024 and the balance Paid-Up Equity Share Capital is in physical form. The Company''s Registrar is XL Softech Systems Limited, 3 Sagar Society, Banjara Hills, Hyderabad.

24. LISTING WITH STOCK EXCHANGES:

The Company''s securities are listed at BSE Limited and National Stock Exchange of India Ltd. and the new Listing Agreement as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been entered with both the Exchanges.

25. RELATED PARTY TRANSACTIONS:

During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at Arms'' Length Basis. All transactions entered into with related parties were approved by the Audit Committee. None of the transactions with related parties are material in nature or fall under the scope of Section 188(1) of the Act.

The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for the FY 2023-2024 and hence the same is not provided.

26. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(C) OF THE COMPANIES ACT, 2013:

Pursuant to the requirement under Section 134(3)(C) of the Companies Act, 2013with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended March 31, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the accounts for the financial year ended 31, 2024 on a ''going concern'' basis.

(v) The Directors have laid down internal financial controls, which are adequate and are operating effectively.

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

27. REMUNERATION RATIO OF THE DIRECTORS AND KMP:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 and Companies (Particulars of employees) Rules 1975 in respect of employees of the Company and Directors is furnished below:

Directors 116.12 Lakhs

KMP 23.65 Lakhs

Ratio 4.91:1

28. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website at https://www.srihavisha.in/agm-2024/sri-havisha-annual-report-fy-2023-24.html

29. SECRETARIAL STANDARDS:

The Directors state that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively have been duly complied with.

30. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including constitution of the Internal Complaints Committee headed by Ms Shanthi Pothapragada.

During the financial year Financial Year 2023-24, the Company did not receive any instance of such event of sexual harassment.

31. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or reenactments) for the time being in force).

32. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Information under Section 134(3)(m)of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is given below

A. CONSERVATION OF ENERGY:

> Energy Consumption measures taken

a. The Company has initiated effective measures for saving all forms of Energy.

b. Additional investments and proposals, if any being implemented for reduction in consumption of energy.

c. Impact of the measures at (a) and (b) above for reduction of energy consumption.

d. Total Energy Consumption and Energy Consumption per unit of product.

> Energy Conservation Measures

The following Energy Conservation Measures were implemented during the year.

a. Auto switching off of A/c Units, Exhaust Fans, Street Lights.

b. Reduction in compressed air consumption by fixing Regulators and Auto Controllers.

B. TECHNOLOGY ABSORPTION:

The Company has taken up several initiatives for undertaking Research and Development (R&D) on Technology, Absorption, Adaptation and Innovation during the year. Earlier the

Company has indigenously developed a Conversion Kit with fixed tank for Three Wheelers to run on LPG. The Company holds two patents jointly with M/s. Automotive Research Association of India (ARAI) towards the same.

C. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

(Rs. in Lakhs)

Current Year

1) Foreign Exchange earned NIL

2) Foreign Exchange used NIL

a. Import of Capital Goods NIL

b. Import of raw materials and spares NIL

c. Travelling and other expenditure NIL

33. WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the Code of Business Principles of the Company.

ACKNOWLEDGEMENT:

The Directors thank the Company''s customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, concerned Government departments & agencies and our Bankers for their co-operation.

The Directors appreciate and value the contribution made by all our employees and their families and the contribution made by every other member of the SHHIL family, for making the Company what it is.

For and on behalf of the Board SRI HAVISHA HOSPITALITY AND INFRASTRUCTUE LIMITED

PLACE: HYDERABAD D.V.MANOHAR

DATE: 13.08.2024 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2014

The Shareholders,

Shri Matre Power & Infrastructure Limited.

1. INTRODUCTION

The Directors have pleasure in presenting their report together with audited accounts for the financial year ended 31st March, 2014.

2. FINANCIAL PERFORMANCE

The Financial performance of the Company for the year 2013-14 is indicated below :

Rs. Particulars 2013-14 2012-13

Gross Income 4,42,81,306 56,50,572

Less : Expenditure excluding 1,77,32,078 77,55,239

Interest, Depreciation & prior period and Extraordinary items

Profit / (Loss) before Interest, Depreciation & 2,65,49,228 (21,04,667) prior period and Extraordinary items

Interest - -

Profit / (Loss) before Depreciation 2,65,49,228 (21,04,667)

Depreciation 2,76,89,055 3,00,75,000

Profit / (Loss) before prior period and (11,39,827) (3,21,79,667) Extraordinary items

Prior period and Extraordinary items 0 0

Net Profit / (Loss) before provision for Taxation (11,39,827) (3,21,79,667)

Provision for Taxation

Net Profit (11,39,827) (3,21,79,667)



During the year, the company incurred cash profit of Rs 2,65,49,228 (previous year loss of Rs. 21,04,667). After providing for depreciation amounting to Rs.2,76,89,055 (previous year Rs.3,00,75,000), the total Loss for the year stood at Rs.11,39,827 (previous year Loss of Rs.3,21,79,667).

FUTURE OUTLOOK

Your company is actively pursuing opportunities in the Solar Power Generation field as well as in the Infrastructure sector. However we could not penetrate into the solar power generation field so far due to several reasons such as low and not feasible rates. Further due to the then uncertain political scenario at the National level as well as the State bifurcation issue in Andhra Pradesh, there was a lull in both the fields. Your company is in the process of tying up Joint Ventures in the infrastructure development field.

Your company is in the process of divesting its LPG assets so that it would be able to mobilize the required capital for its new projects. Your company is hopeful that it would be in a position to raise the required capital in this financial year through the sale of the old LPG assets at Kakinda which are not being utilised.

As you are aware, your company is already debt free and thus in a better position to achieve its objectives once the above is accomplished.

It is the earnest endeavor of your Directors to turn the company around and make it profitable once again at the earliest.

3. Deployment of Funds : Rs.

Sources of Funds 31.03.2014 31.03.2013

Share Holders Funds 34,95,71,304 35,07,11,131 Non –Current Liabilities 3,07,25,467 3,08,44,576

Current Liabilities 1,47,33,031 6,17,68,050

Total 39,50,29,802 44,33,23,757

Application of Funds

Non-Current Assets 21,10,22,376 25,94,40,987

Long Term Loans & Advances 35,65,051 35,65,051

Other Non - Current Assets 10,97,51,995 9,12,33,827

Current Assets 7,06,90,380 8,90,83,892

Total 39,50,29,802 44,33,23,757



4. SUBSIDIARY COMPANY : No subsidiary company.

5. SALE OF ASSETS AT KAKINADA:

In terms of approval accorded by AGM at the meeting held on 26th December 2006, for sale of assets at Kakinada, action was already commenced during October 2013 for sale of assets by issuance of necessary schedule of assets for disposal, particulars of land, etc. to some of the interested parties. Negotiations are at different stages and the Board expects that proposals will be finalised by March 2015."

6. DIVIDEND

As your Company still has accumulated losses, the Directors regret to inform you that they are not in a position to recommend any Dividend for the year ended 31.03.2014.

7. DEPOSITS

Your Company has not accepted any Deposits during the year.

8. DIRECTORS

Pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed thereunder, read with Schedule IV to the Act, as amended from time to time, and Clause 49 of the Listing Agreement, every listed public company is required to have at least one-third of the total number of directors as independent directors, who are not liable to retire by rotation.

The Board of Directors at their duly held meeting on 28th August 2014 recommended the appointment of Mr. B.K. Sinha and Mr. V. Subrahmanyam as Independent Directors for a term of 5 years from September 24, 2014 up to September 23, 2019 at this Annual General Meeting.

During the year under review Mr. D.V. Rajasekhar has resigned from the office of the Director of the Company with effect from 31st July 2013.

As per Section 149(1) of the Companies Act, 2013 and The Companies (Appointment & Qualification of Director) Rules, 2014 which come into force on 1st April 2014 every listed company, within one year from the date the section came into force need to comply with the requirement of having at least of one woman director on their Boards.

To comply with the above provisions of the Act Ms. Deekshita Dontamsetti has been appointed as Additional Director (Non-Independent) of the company by the Board in its meeting held on 31st July 2014, subject to the approval of members in the general meeting.

Your Directors recommend the resolution for your approval.

9. AUDITORS

The Statutory Auditors M/s. Venugopal & Chenoy, Chartered Accountants, appointed by the Members at their earlier Annual General Meeting retire at the conclusion of this Meeting and they are eligible for re-appointment. The Members are requested to appoint the Auditors and fix their remuneration.

10. PERSONNEL

During the year none of the employees is in receipt of remuneration in excess of the limits prescribed u/s. 217(2A) for the Companies Act, 1956, read with Companies (Particulars of Employee) Rules, 1975, as amended from time to time.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A "Management Discussion and Analysis Report" has been furnished separately and the same forms part of this report.

12. CORPORATE GOVERNANCE

A brief report on Corporate Governance in compliance with clause 49 of the Listing Agreement is annexed.

13. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

14. ACKNOWLEDGEMENT

The Board wishes to place on record its deep sense of gratitude and appreciation to all the Promoters and Shareholders for their whole hearted support to your Company. The Board also wishes to acknowledge the help and assistance rendered by the Banks, Dealers, Customers, Suppliers, Collaborators, Consultants and Contractors. The Board wishes to further record its gratitude to various Departments of the Government of Andhra Pradesh and Government of India and other State Governments for their support and encouragement given to your Company. The Board records its appreciation for the contribution of all the team members of your Company.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The prescribed details as required u/s. 217(1)(e) of the Companies Act, 1956 are annexed.

For and on behalf of the Board of Directors

Sd/- D. V. MANOHAR Chairman & Managing Director

Place : Hyderabad Date : 28.08.2014

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Mar 31, 2012

To The Shareholders of Shri Matre Power & Infrastructure Ltd.

1. INTRODUCTION

The Directors have pleasure in presenting their report together with audited accounts for the financial year ended 31st March, 2012.

2. FINANCIAL PERFORMANCE

The Financial performance of the Company for the year 2011-12 is indicated below :

Rs. 000 Omitted

Particulars 2011-12 2010-11

Gross Income 36409 51768

Less : Expenditure excluding Interest, Depreciation & prior period and Extraordinary items 7733 12328

Profit / (Loss) before Interest, Depreciation & prior period and 28676 39440

Extraordinary items Interest

Profit / (Loss) before Depreciation 28676 39440

Depreciation 30085 30093

Profit / (Loss) before prior period and Extraordinary items -1409 9347

Net Profit / (Loss) before provision for Taxation -1409 9347

Net Profit / (Loss) -1409 9347

During the year, the company incurred cash profit of Rs. 28,676 thousands, (previous year Profit of Rs. 39,440 thousands). After providing for depreciation amounting to Rs. 30,085 thousands (previous year Rs. 30,093 thousands), the total loss for the year stood at Rs. 1409 thousands (previous year profit of Rs. 9347 thousands).

Future Outlook :

As you are aware, your Company decided to diversify into solar power generation to begin with under the name Shri Matre Power & Infrastructure Ltd. Despite putting best efforts to revive its LPG Business your company could not achieve much progress. This is primarily due to the fact that the Government could not do much to withdraw the subsidy on LPG as committed by it.

Your company acquired requisite land in Ramdevara Village near Pokhran, Jodhpur, Rajasthan to set up its solar project. Though your Company did not succeed in the tender bid process floated by NTPC Vidyut Vyapar Nigam Ltd (NWN), it is pursuing every opportunity to enter into the solar power generation field. Your Company is geared to participate in the tender floated by Rajasthan Renewable Energy Corporation Ltd (RRECL). It would submit its bid for 10MW Solar Power Project to secure a long term Power Purchase Agreement (PPA) to set up a solar power plant & sell electricity to the Rajasthan State Discoms, through RFS issued by RRECL. Your company tied-up with Sun Power Solar of USA for this project and would be bidding for this project along with them. However we have to wait for sometime as RRECL's tender stands postponed.

Apart from participating in the above tenders, your company is also working on alternate avenue wherein it would have a tie-up for 25 year PPA under open Access Mechanism with an Obligated Entity to meet their Solar Purchase Obligations. Your company also is pursuing the option of selling power directly to Discoms and earn its profits through sale of Renewable Energy Certificates. Presently this approach is more profitable in view of the attractive prices of RECs.

Simultaneously, your Company is also working on mobilizing requisite funds to meet cost of the proposed Power Project. With your company wiping out its accumulated losses and starting off now with a clean slate, we are in a better position to achieve our objectives. As esteemed share holders are aware, your company is already Debt Free.

It is the earnest endeavor of your Directors to turn the company around at the earliest and make it profitable once again. Your Directors are putting in all out efforts and are leaving no stone unturned to achieve the same. Your Directors are optimistic that your company would succeed in the Solar Power field soon.

3. DEPLOYMENT OF FUNDS :

Rs. 000 Omitted

31.03.2012 31.03.2011

Sources of Funds

Share Holders Funds 382,891 384,300

Non-Current Liabilities 31,180 56,424

Current Liabilities 40,744 46,372

Total 454,815 487,096

Application of Funds

Non-Current Assets 279,206 309,343

Long Term Loans and Advances 3,536 3,536

Other Non-Current Assets 90,745 89,957

Current Liabilities 81,268 842,590

Total 454,815 487,096

4. SUBSIDIARY COMPANY

Financial Results of your fully owned subsidiary Company viz. Asia LPG Pvt. Ltd. (ALPL) have been appended herewith.

5. DIVIDEND

As your Company still has accumulated losses, the Directors regret to inform you that they are not in a position to recommend any Dividend for the year ended 31.03.2012.

6. DEPOSITS

Your Company has not accepted any Deposits during the year.

7. DIRECTORS

In term of Articles of Association of the Company, Mr. B.K. Bakhshi, Dr. Bharat H Barai and Mr.R.Prabhakar Rao, Directors retire by rotation at the ensuing Annual General Meeting and offered themselves for re-appointment.

8. AUDITORS

The Statutory Auditors M/s.Venugopal & Chenoy, Chartered Accountants, appointed by the Members at their earlier Annual General Meeting retire at the conclusion of this Meeting and they are eligible for re-appointment. The Members are requested to appoint the Auditors and fix their remuneration.

9. PERSONNEL

During the year, none of the employees is in receipt of remuneration in excess ot the limits prescribed u/s. 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employee) Rules, 1975, as amended from time to time.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A "Management Discussion and Analysis Report" has been furnished separately and the same forms part of this report.

11. CORPORATE GOVERNANCE

A brief report on Corporate Governance in compliance with clause 49 of the Listing Agreement is annexed.

12. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors responsibility Statement, it is hereby confirmed :

(i) that in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and ot the profit or loss of your Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern basis.

13. ACKNOWLEDGEMENT

The Board wishes to place on record its deep sense of gratitude and appreciation to all the Promoters and Shareholders for their whole hearted support to your Company. The Board also wishes to acknowledge the help and assistance rendered by the Banks, Dealers, Customers, Suppliers, Collaborators, Consultants and Contractors. The Board wishes to further record its gratitude to various Departments of the Government of Andhra Pradesh and Government of India and other State Governments for their support and encouragement given to yout Company. The Board records its appreciation for the contribution of all the team members of your Company.

14. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE

The prescribed details as required u/s. 217(l)(e) of the Companies Act, 1956 are annexed.

For and on behalf of the Board of Directors

Sd/-

D. V. MANOHAR

Chairman & Managing Director

Place : Hyderabad

Date : 04.09.2012

---

Mar 31, 2010

1. INTRODUCTION

Your Directors have pleasure in presenting their report together with audited accounts for the financial year ended 31st March, 2010.

2. FINANCIAL PERFORMANCE

The Financial performance of the Company for the year 2009-10 is indicated below:

( Rs. 000 Omitted)

Particulars 2009-10 2008-09

Gross Income 81,388 19,042

Less : Expenditure excluding Interest, Depreciation & prior period and Extraordinary items 29,704 20,548 Profit / (Loss) before Interest, Depreciation & prior period and Extraordinary items 51,684 (1,506)

Interest 721 7,500

Profit / (Loss) before Depreciation 50,963 (9,006)

Depreciation 30,122 30,284

Profit / (Loss) before prior period and Extraordinary items 20,841 (39,259)

Net Profit / (Loss) before provision for Taxation 20,841 (39,259)

Net Profit / (Loss) 20,841 (39,289)

During the year, the company incurred cash profit of Rs. 50,963 thousands, (previous year Loss of Rs. 9,006 thousands). After providing for depreciation amounting to Rs. 30,122 thousands (previous year Rs. 30,284 thousands), the total profit for the year stood at Rs. 20,841 thousands (previous year loss of Rs. 39,289 thousands).

Change in the Name and Objects of the Company :

As members are aware, during the year the Company has changed its Main Objects so as to include business relating to Power and Infrastructure and also the name from Shri Shakti LPG Limited to Shri Matre Power & Infrastructure Limited by passing through Postal Ballot as required under section 192A of the Companies Act, 1956.

Proposed Reduction of Share Capital

The Board of Directors at its meeting held on 6th September 2010 opinioned to write off the accumulated losses unrepresented by its assets through reduction in the Share Capital. Accordingly resolution recommending the same was passed by the Board and placed before the Share holders for their approval by way of Special Resolution which forms part of the Notice of the ensuing Annual General Meeting.

Future Outlook :

As you are aware, the Company had been badly let down by the Government of India who did not honour its commitments given to the Private Sector LPG Industry. Despite the best efforts being put in by all the team members, the company is not able to make much progress in reviving its LPG Business. It is primarily due to the fact that the Government could still not do much to withdraw the subsidy on LPG as committed by it. Over the years, the subsidy has further ballooned thereby substantially enlarging the gap between government subsidized gas and the private sector non subsidized gas.

Thus your company is not able to achieve any significant improvement in its revenues and come up with profitability. This is despite the fact that the company has achieved a debt free status consequent to One Time Settlements with the banks, financial institutions and others wherein their dues have been cleared with Herculean efforts from the Directors. As the future prospects in LPG business do not seem to be bright enough, it is decided to diversify.

In India electricity is always in short supply. Despite the increase in new power generation plants, the gap between demand and supply has not reduced. The average per capita consumption of electricity in India is about 700 kWh which is far below the World average of 2300 kWh. The Indian government has set ambitious goals in the 11th plan for power sector owing to which the power sector is poised for significant expansion. In order to provide availability of over 1000 units of per capita electricity by year 2012, it has been estimated that need-based capacity addition of more than 100,000 MW would be required.

The Government of India has recently announced Jawaharlal Nehru National Solar Mission (JNNSM) for promoting solar power projects in various parts of the country. The objective of the JNNSM under the brand “Solar India” is to establish India as a global leader in solar energy by creating the policy conditions for its diffusion across the country as quickly as possible. The Mission has set a target of 20,000 MW and stipulates implementation and achievement of the target in 3 phases (first phase upto 2012-13, second phase from 2013-17 and third phase from 2017-22) for various components including utility grid connected solar power. Under this, it is proposed to harness the solar energy abundantly available in India and use the same for power generation to meet the ever growing demand for electricity across the country.

The target of 1000 MW of solar power by 2013 and 20,000 MW by 2022 under the JNNSM can make an important contribution by augmenting the generation targets of conventional power. Solar Power projects have some advantages over conventional power projects such as

· Environmental Clearance is not required unlike Thermal, Hydro and Biomass power projects.

· Solar Resource Assessment studies can be done quickly (unlike Wind Power).

· Low Gestation for project planning and implementation; 1 year from financial closure is possible.

The above opens very good opportunity for diversification into solar power generation wherein the raw material is the solar radiation and there is one single customer - the Government through its specified agency viz., NTPC Vidyut Vyapar Nigam Ltd (NVVN) who would be buying the entire production at a price which permits 16% ROI through a Power Purchase Agreement (PPA) for 25 years.

Therefore it is decided to diversify into power generation and solar power to begin with. This would be followed up with a foray into the infrastructure arena. To enable your company to do the same, the Main Objects and Other Objects of the Memorandum of Association of your Company have been changed along with the change of name to Shri Matre Power & Infrastructure Ltd after duly obtaining the shareholders approval through the postal ballot process and securing the requisite statutory approvals.

Your Company Shri Matre Power & Infrastructure Limited is participating in the tender bid process floated by the above nodal agency NVVN. Your company has already acquired 146 acres of land in Ramdevara Village near Pokhran, Jodhpur District, Rajasthan where the solar radiation levels are amongst the highest in the country. Further, requisite water for a solar thermal project is also available on the land. Your Company is in the process of tying up for advanced technology with leading international technology providers. Your Directors are optimistic that your Company would succeed in the above bid process and implement and operate the solar power project profitably.

Our objective is to totally revive our company and put it on a firm profitable track. We have come a considerable way in reaching the present stage from the earlier stage wherein our accumulated losses as well as our loan liabilities both were far in excess of Rs. 100 crores each. From the depths of huge losses and liabilities, we have now reached a stage wherein we are a virtually debt free company and with the above measure viz., proposed reduction of share capital, we would become a company with nil losses. Further your company’s suspension has been revoked by the Bombay Stock Exchange w.e.f. 29th June, 2010 and share is actively trading thereafter. But still there is a long way to go and we should not shy away from taking the necessary bold steps to realize our goals.The Directors would like to assure our esteemed share holders that no stone shall be left unturned and no effort will be spared to take your company forward and profitable.

3. DEPLOYMENT OF FUNDS :

( Rs. 000 Omitted) 31.03.2010 31.03.2009

Sources of Funds

Share Capital and Reserves 787,361 773,986

Un-secured Loans and Trade Deposits 113,465 215,125

Total 900,826 989,111 Application of Funds

Net Fixed Assets, Capital Work-in-progress 339,404 404,512

Investments 10,250 10,250

Net Current Assets 138,764 115,601

Miscellaneous Expenditure to the extent not written off 0 25,499

Profit and Loss A/C 412,408 433,249

Total 900,826 989,111

4. SUBSIDIARY COMPANY

Financial Results of your fully owned subsidiary Company viz. Asia LPG Pvt. Ltd. (ALPL) have been appended herewith.

5. DIVIDEND

As your Company still has accumulated losses, the Directors regret to inform you that they are not in a position to recommend any Dividend for the year ended 31.03.2010.

6. DEPOSITS

Your Company has not accepted any Deposits during the year.

7. DIRECTORS

In term of Articles of Association of the Company, Mr. B.K. Bakhshi, Dr. Bharat H. Barai and Dr. Gorantla Govindaiah, Directors retire by rotation at the ensuing Annual General Meeting and offered themselves for re-appointment. Your Directors recommend their re-appointment.

8. AUDITORS

The Statutory Auditors M/s. Venugopal & Chenoy, Chartered Accountants, appointed by the Members at their earlier Annual General Meeting retire at the conclusion of this Meeting and they are eligible for re-appointment. The Members are requested to appoint the Auditors and to fix their remuneration.

9. PERSONNEL

During the year, none of the employees is in receipt of remuneration in excess of the limits prescribed u/s. 217(2A) for the Companies Act, 1956, read with Companies (Particulars of Employee) Rules, 1975, as amended from time to time.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A “Management Discussion and Analysis Report” has been furnished separately and the same forms part of this report..

11. CORPORATE GOVERNANCE

A brief report on Corporate Governance in compliance with clause 49 of the Listing Agreement is annexed.

12. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors responsibility Statement, it is hereby confirmed :

(i) that in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a ‘going concern’ basis.

13. ACKNOWLEDGEMENT

The Board wishes to place on record its deep sense of gratitude and appreciation to all the Promoters and Shareholders for their whole hearted support to your Company. The Board also wishes to acknowledge the help and assistance rendered by the Banks, Dealers, Customers, Suppliers, Collaborators, Consultants and Contractors. The Board wishes to further record its gratitude to various Departments of the Government of Andhra Pradesh and Government of India and other State Governments for their support and encouragement given to your Company. The Board records its appreciation for the contribution of all the team members of your Company.

14. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE

The prescribed details as required u/s. 217(1)(e) of the Companies Act, 1956 are annexed.

For and on behalf of the Board of Directors

Sd/-

D. V. MANOHAR Chairman & Managing Director

Place : Hyderabad

Date : 06.09.2010