Shradha Infraprojects Ltd

Dear Members,

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.

1.1 FINANCIAL SUMMERY:

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

(Amount in 'Rs. Lakhs except EPS)

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

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

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

• 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.

• 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.

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

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

• 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)

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.

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.

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)

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:

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:

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:

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:

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.

8.1 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:

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)

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)

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)

(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:

(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.

(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.

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

• 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.

• 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.

(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:-

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.

SHRADHA INFRAPROJECTS LIMITED

Date : 30th May, 2024

Place : Nagpur