Madhav Infra Projects Ltd

To,

The Members,

Madhav Infra Projects Limited

Your Directors have pleasure in submitting their 3^1st Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

Financial Results of the Company for the year under review along with the figures for previous year are as follows:—

(Rs. in Crore) except per equity share data

2. TRANSFER TO RESERVES

The Board of Directors have decided to transfer 21.97 Crore of the net profit after tax and adjustment for FY 2023-24 in the General Reserve account.

3. OPERATION AND PERFORMANCE REVIEW Standalone Results

The Company recorded revenues of Rs.363.09 Crore in the year under review as against Rs. 350.66 Crore in the previous year. The EBIDTA for the year was Rs. 51.81 Crore as compared to Rs. 74.93 Crore in the previous year. The Profit after tax was Rs 21.97 crore against Rs. 40.55 Crore for the previous year. The Company's net worth touched Rs. 185.95 Crore as on March 31, 2024 from Rs. 165.34 Crore as on March 31, 2023.

Consolidated Results

The Company recorded revenues of Rs. 466.51 Crore in the year under review as against Rs. 541.55 Crore in the previous year. . The EBIDTA for the year was Rs. 64.44 Crore as compared to Rs. 86.42 Crore in the previous year. The Profit after tax was Rs. 24.95 crore against Rs. 42.38 Crore for the previous year. The Company's consolidated net worth touched Rs. 188.49 Crore as on March 31, 2024 from Rs. 166.62 Crore as on March 31, 2023.

4. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended March 31, 2024. Your Directors have not recommended dividend for the period ended March 31, 2024.

5. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, there is no unclaimed dividend due for remittance to the Investor Education and Protection Fund established by the Central Government.

6. PROJECT IMPLEMENTATION

During the year under review, Your Company has various projects through various clients were as under:

• Construction of Railway Over Bridge in liue of LC no. 25 in KM 1050 / 1-2 of Bina - Katni section between Sagar bus stand to sadar bazar road near dimple petrol pump in Sagar city Distt. Sagar (M.P.)

• Construction of Railway Over Bridge in Lieu of L.C. No. 47 / S.P.L. on Guna - Ashoknagar Road in Distt. Guna (M.P.)

• Construction of Railway Over Bridge in Lieu of L.C. No. 17, On Mugawli - Chanderi Road in Distt. Ashoknagar (M.P.)

• Construction of Railway Over Bridge in Liue of Level Crossing No. 70 in KM 1141 / 16-18 of Bina-Katni Track on Damoh- Bandakpur Road Distt. Damoh (M.P.)

• Earthwork in bank, cutting in all kind of soil / soft rock / hard rock and blanketing for formation, Yards, trolley refugees & bridge approaches etc. and construction of Minor Bridges, RUBs, Side drains, Toe Walls, Retaining Walls and protection works etc. from Km 89/000 to 101/280 between Dekakund to Tanda Road stations of Alirajpur - Tanda road section in connection with Construction of New BG line between Chhotaudepur Dhar.

• Construction of Elevated Corridor on Raisen-Gairatgang-Rahatgarh Road (Bina Irrigation Project)

(Our Share in Joint Venture 70%)

• Construction of Bridges on State Highways and Major District Roads in the State of Madhya Pradesh. District: VIDISHA under Civil Contract Package No.-1A

• Construction of Bridges on State Highways and Major District Roads in the State of Madhya Pradesh. District: VIDISHA under Civil Contract Package No.-1C.

• Construction of Bridges on State Highways and Major District Roads in the State of Madhya Pradesh. District: VIDISHA under Civil Contract Package No.-1D.

• Construction of Bridges on State Highways and Major District Roads in the State of Madhya Pradesh. District: SAGAR under Civil Contract Package No.-14 AII.

• Construction of Bridges on State Highways and Major District Roads in the State of Madhya Pradesh. District: SAGAR under Civil Contract Package No.-15 AI.

• Construction of Bridges on State Highways and Major District Roads in the State of Madhya Pradesh. District: SAGAR under Civil Contract Package No.-15 AII.

7. SUBSIDIARY COMPANIES

The Company have a Subsidiary Companies. All the Subsidiaries involved in the business of developing the infrastructure and Renewables at pan India. The mainly company doing an ease of business for Build, developing, Maintaining of highways, bridges and roads. MI Solar (I) Private Limited is engage in Business of Renewable energy through solar generation, trading and transmitting etc. The Company having following subsidiaries, during the year end.

1. Madhav (Aaron Sindh Road) Private Limited 2. Badi Baktara Toll Private Limited

3. MI Solar (I) Private Limited 4. Seabird Exploration Private Limited

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statement Company, which form part of this Annual Report. A detailed financial statement containing of Subsidiaries in prescribed format AOC-1, has been annexed as Annexure - A to this report.

8. CREDIT RATING

Your Company has been assigned a rating of CARE BBB- (Minus) for Long Term Bank Limits of Rs. 92.79 Crores and Long term/Short term Rs. 351.92 Crores CARE BBB- (Minus) /CARE A3. This credit rating assigned by CARE for the short term is CARE A3. The rated LOC carries lowest credit risk. The rating is assigned by CARE.

9. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 is annexed to this Annual Report.

10. INSURANCE & RISK MANAGEMENT

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which considered necessary by the management.

11. FIXED DEPOSITS

The Company has not accepted any Deposit as defined under section 73 of the Companies Act, 2013 and rules framed thereunder from the members or the general Public as on March 31, 2024. There are no small depositors in the Company.

12. PARTICULARS OF LOANS, GAURANTEES AND INVESTMENTS ^MIPL

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in Note No. 12 forming part of the financial statements (Standalone and Consolidate).

13. LISTING OF SECURITIES OF THE COMPANY

Your Company is listed in Bombay Stock Exchange ("BSE") Limited and having Scrip Code is 539894. The Company has paid the Annual Listing Fees to the Stock Exchange as required.

14. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) the Board confirm and submit the Directors' Responsibility Statement:—

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors had laid down internal financial controls, which are adequate and operating effectively.

"Internal Financial Controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

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

15. BOARD EVALUATION

SEBI (Listing Obligations and Disclosers Requirements) Regulations, 2015, mandates that, the Board has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. The Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

16. NUMBERS OF BOARD MEETINGS

The Board of Directors met 5(Five) times during the year under review. The details of board meetings and the attendance of the directors are provided in the Corporate Governance Report.

1. 13/06/2023, 2. 03/08/2023, 3. 31/08/2023, 4. 25/10/2023, 5. 07/12/2023, 6.05/01/2024 7. 29/01/2024

17. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Following Changes in appointment and resignation of Directors and Key Managerial Personal.

* On August 31, 2023, Mr. Dharmesh Chauhan resigned from the Post of Company Secretary and Compliance Officer of the Company and Ms. Kinjal Khandelwal, having membership no. - A59070 has been appointed as Company Secretary and Compliance Officer with effect from September 01, 2023.

*On January 29, 2024, Ms. Neelakshi Khurana was Appointed as Non-Executive, Non-Independent Director of the company and Mr. Amit Khurana Re-appointed as Managing director for 5 years on the board

The Company had obtain certificate from the Practicing Company Secretary on None of the Directors are disqualified, Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexure to the Corporate Governance Report.

18. RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

All contracts/arrangements/transactions entered by the Company during the previous financial year with the related parties were in the ordinary course of business and on arm's length basis. The above disclosures on material transactions are based on threshold of 10 percent of consolidated turnover and considering wholly owned subsidiaries are exempt for the purpose of Section 188(1) of the Act. The Company has made full disclosure of transaction with the related parties as set out in Note no. 51of the Standalone Financial Statement, forming part of Annual Report.

The Company in terms of the Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, submit same days on the date of publication of its Standalone and Consolidated financial results for the half year, disclosure of related party transaction on consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the Company at http:/ /madhavcorp.com/ Certificateregulation23(9).html. The Company's policy on Materiality of Related Party Transactions is available on the website of the Company.

Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribe Form AOC- 2, has been annexed herewith as Annexure - B to this report.

19. ANNUAL RETURN

In Accordance with the Companies Act, 2013 and applicable rules thereunder, the Annual Return in the prescribed format is available at htttp://www.madhavcorp.com/investor/annualreport.html.

20. SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

21. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134 (3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is given as per 'Annexure C' and forms part of the Directors' Report.

22. AUDITOR'S AND THEIR REPORT

M/s. Shah & Kadam., Chartered Accountants (Registration No. 117413w), who were appointed as the Statutory Auditors of the Company at the 30th Annual General Meeting of the Company for the year 2022-23 for their first year to five financial years i.e, till the 35th AGM.

The Auditors report for financial year ended on March 31, 2024 does not contain any qualification, reservation or adverse remark. The Auditors report enclosed with the financial statements in the Annual Report.

23. SECRETARIAL AUDITORS

Mr. Haresh Kapuriya of M/s. KH & Associates, Practicing Company Secretaries, was appointed to conduct secretarial audit of the Company for the year ended on March 31, 2024, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report given by Secretarial Auditors in Form No. MR-3 has been annexed herewith as Annexure -D to this report.

The Board has appointed Mr. Haresh Kapuriya of M/s. KH & Associates, Practicing Company Secretaries, as secretarial auditor of the Company.

24. CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. Report on Corporate Governance and a Certificate from the secretarial Auditors M/s. K H & Associates, Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been annexed herewith as Annexure - E to this report.

25. CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated CSR policy as provided under Section 135 of the Companies Act, 2013. The Company is committed to discharging its social responsibility as a good corporate citizen. The Corporate Social Responsibility Report has been annexed herewith as Annexure- F to this report.

26. SIGNIFICANT AND MATERIAL EVENTS AND ORDERS

The Hon'ble National Company Law Tribunal, Ahmedabad Bench (‘NCLT') has been passed order on August 08, 2024 for amalgamation of RB Real Estate Private Limited, Madhav Urja Private Limited, Madhav Heights Private Limited, the wholly owned subsidiaries with Madhav Infra Projects Limited.

27. DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors have submitted their disclosure to the Board that they fulfil all the requirements as to qualify for their appointment as an Independent Director under Section 149 (7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

28. FAMILIARIZATION PROGRAME FOR INDEPENDENT DIRECTORS

Your company organizing Familiarization programme time to time for Independent Directors newly appointed. Further your Company issue a formal letter of appointment delineation his/her Role, Function, Duties and Responsibilities.

29. PARTICULARS OF EMPLOYEES

None of the employee was drawing in excess of the limits prescribe under section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed herewith as Annexure - G to this report.

30. POLICIES

The SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 mandate to formulations of certain policies for all listed Companies. Accordingly, the Company has formulated the Policies for the same as the Company believed to retain and encourage high level of ethical slandered in business transactions. All our Corporate Governance Policies are available on our website www.madhavcorp.com.

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH ACT) and has also created an Internal Complaints Committee who directly reports to the Chairman & Managing Director. During the financial year ended March 31, 2024, the Company has not received any complaints pertaining to sexual harassment.

32. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, our consistent growth was made possible by their hard work, solidarity, cooperation and support.