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Rudrabhishek Enterprises Ltd

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BSE Code : 535095 | NSE Symbol : REPL | ISIN : INE364Z01019 | Industry : Miscellaneous |


Directors Reports

Dear Members,

Your Directors have pleasure in presenting the 32nd Annual Report on the affairs of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2024 ("year under review").

1) FINANCIAL RESULTS/SUMMARY

The Financials Results of the Company for the year April 01, 2023 to March 31, 2024 are given below:

PARTICULARS 2023-24 2022-23
Standalone Consolidated Standalone Consolidated
Revenue from Operations 9198.74 10058.24 8426.34 8895.42
Other Income 151.37 159.14 338.88 338.01
Total Revenue 9350.11 10217.38 8796.22 9233.43
Less: Expenses 7579.21 8321.67 7231.23 7617.34
Profit before Exceptional, Extraordinary Items & Taxation 1770.90 1895.71 1564.94 1616.09
Extraordinary Items - - - -
Profit Before Tax 1770.90 1895.71 1564.94 1616.09
Less: Current tax 486.45 515.00 346.96 367.37
Less: Tax of Earlier year 9.34 10.38 16.17 15.88
Deferred Tax (Liability) 17.83 14.26 68.39 62.37
Profit (Loss) for the year 1311.62 1405.35 1165.76 1202.23

The financial statements for the year ended 31st March 2024 have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013, as amended ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015.

2) PERFORMANCE REVIEW AND STATE OF COMPANY AFFAIRS

YourCompanyisprimarilyengagedinthebusinessofproviding all kind of consultancy services related with infrastructure, environment, urban designing, urban housing planning, GIS, BIM & Project Management, civil designing, construction management including civil, mechanical, electrical, and all other types of erection, commissioning projects, project trading and execution of projects on turnkey basis and carry out engineering, procurement and construction contracts and turnkey contracts including at design services for all types of building, infrastructure and urban development projects for private and government agencies. The Company also provides End to End Consultancy including Marketing and Strategic Advisory Services to its Clients in India and outside India. For F.Y 2023-24, your company recorded a consolidated revenue of INR 10058.24 Lac as compared to INR 8895.42 Lacs in the previous year and standalone revenue of INR 9198.74 Lac as compared to INR 8426.34 Lacs in the previous year, which in terms of growth is 13.07% and 09.16% at consolidated and standalone levels respectively, over previous year.

The Company is in the midst of expansion and your Directors are of a strong belief that future plans of the Company will improve and will enhance the present position of growth rate of the Company.

3) SHARE CAPITAL OF THE COMPANY

As on 01st April, 2023, the Authorised Share Capital of the Company was Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 200,00,000 (Two Crores) Equity Shares of Rs. 10/- (Ten) each and the Paid-up Share Capital of the Company was Rs. 17,34, 25,000/- (Rupees Seventeen Crores Thirty four lakhs Twenty five thousand only only) divided into 173,42,500 (One Crore Seventy three lakhs forty two thousand five hundred only) Equity Shares of Rs. 10/- (Ten)each.

During the year the Company issued 7,80,000 Convertible Warrants ("warrants??),each carrying a right to subscribe to one ordinary share per warrant at a price of Rs. 225 per Warrant ( "warrant price??) aggregating to Rs. 17.55 crores on a preferential basis to promoter, Promoter group and Public shareholder. An amount equivalent to 25% of the warrant price was paid at the time of subscription and the balance 75% of the Warrant price shall be payable by the Warrant holder against each warrant at the time of allotment of Ordinary Shares pursuant to exercise of the options attached to Warrant(s) to subscribe to Ordinary Share(s). The warrants can be exercised within 18 months from the date of allotment. The amount of Rs. 4,38,75,000 has been received and is utilized for repayment of working capital. The Company has utilized amount of Rs. 4,38,75,000 as at March 31, 2024.

4) DETAILS OF SUBSIDIARY COMPANY/JOINT VENTURE COMPANY/ AND AUDITED FINANCIAL STATEMENTS OF THE COMPANY

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as "Annexure-1" to the Board?s report. The statement also provides details of the performance and financial position of the subsidiaries. Company has two (02) wholly owned Subsidiary Companies and 01 ( one) subsidiary Company as on March 31, 2024.

Cin Name Of Companies Relationship % of Holding
U72900DL2012PTC245563 RUDRABHISHEK INFOSYSTEM PRIVATE LIMITED WHOLLY OWNED SUBSIDIARY 100
U74200DL2011PTC212735 RUDRABHISHEK ARCHITECTS AND DESIGNERS PRIVATE LIMITED WHOLLY OWNED SUBSIDIARY 100
U71100DL2023PTC423317 RUDRABHISHEK GEO ENGINEERING PRIVATE LIMITED SUBSIDIARY 51%

During the FY 2023-24, the following changes have taken place in subsidiary Companies: Rudrabhishek Enterprises Limited acquired 100% stake in Rudrabhishek Architects and Designers Private Limited on 07th December 2023.

Rudrabhishek Geo Engineeing Private Limited is a joint Venture of Rudrabhishek Enterprises Limited and Geo Engineering Company Private Limited incorporated on 30th November 2023 .

5) TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit for the financial year 2023-24.

6) DIVIDEND

In order to conserve the resources of the Company your Board has not recommended any dividend for the year ended 2023-24 under review and has transferred the entire amount of profit to General Reserves.

7) LISTING ON STOCK EXCHNAGE

The Company is listed on National Stock Exchange of India Limited. The listing fee for the financial year 2024-25 has been paid to the concerned Stock Exchange.

8) REGISTRAR AND TRANSFER AGENT OF THE COMPANY

M/s Skyline Financial Services Private Limited having its office at D-153 A, 1st Floor, Okhla Industrial Area, Phase – I, New Del-hi-110020 was appointed as Registrar and share transfer agent for the financial year 2023-24.

9) WEBSITE OF COMPANY:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely "www.repl.global" containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated offcials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

10) CHANGE IN THE NATURE OF BUSINESS & MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD REPORT

There were no change in the nature of business & material changes from the end of financial year to date of the board report.

11) PUBLIC DEPOSITS

During the year under review, your Company has neither accepted any deposit nor there were any amounts outstanding at the beginning of the year which were classified as Deposits as per the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Further, there were no remaining unclaimed deposits as on 31st March, 2024.

12) ADEQUACY OF INTERNAL FINANCIAL CONTROL

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. In this regard, the Board has also adopted such policies and procedures including Internal Control System for ensuring orderly and efficient conduct of its business, including adherence to the Company?s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company?s business processes have a strong monitoring and reporting process resulting in finan-cial discipline and accountability.

13) COMPOSITION OF BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP) AND CHANGES AMONG THEM DURING THE YEAR UNDER REVIEW

Directors:

As on 31st March, 2024, following were on the Board of the Company:

S. No. Name of Director(s) DIN Designation
1. Mr. Pradeep Misra 01386739 Chairman & Managing Director
2. Ms. Richa Misra 00405282 Whole-time Director
3. Mr. Prajjwal Misra 08494018 Non-Executive Director
4. Mr. Vinod Tiku 01717666 Independent Director
5. Mr. Tarun jain 07940978 Independent Director
6. Mr. Himanshu Garg 08010105 Independent Director

Appointment / Re-appointment

The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations, has appointed Ms. Shikha Mehra Chawla (DIN: 10559271) as an Additional and Non-Executive Independent Director on the Board for a tenure of 5 years from May 20, 2024 to May 19, 2029 (both days inclusive), the Members of the Company approved the appointment of Ms. Shikha Mehra Chawla on 07th August 2024 through postal ballot .

In accordance with the provisions of Act and the Articles of Association of the Company Richa Misra, Executive Director (DIN:00405282) is liable to retire by rotation and this AGM and is eligible for re-appointment.

Key Managerial Personnel:

Mr. Vikas Gupta, Company Secretary was replaced by Mr. Rahas Bihari Panda w.e.f 10th November 2023.

Besides this there was no change in Key Managerial Personnel.

14) REPL EMPLOYEES STOCK OPTION SCHEME-2021

Pursuant to the approval of Members at the EGM held on March 21, 2021, the Company adopted REPL ESOP Scheme 2021, in order to retain and incentivize key talent, for driving long term objectives of the Company and ensuring that employee payo_s match the long gestation period of certain key initiatives whilst simultaneously fostering ownership behavior and collaboration amongst employees. The REPL ESOP Scheme 2021 was implemented for grant of not exceeding 5,20,275 Stock Options in aggregate to entitle the grantees to acquire, in one or more tranches, not exceeding 5,20,275 Ordinary Shares in the Company.

During the FY 2023-24, the Company has granted 56,650 stock options out of total of 5,20,275 on 26th April 2023.

15) NUMBER OF MEETINGS OF THE BOARD

During the year 2023-24, the Board of Directors met 07 times. The details of the number of meetings of the Board of Directors held during FY 2023-24 have been provided in detailed in the Corporate Governance Section of the Annual Report The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meeting.

16) GENERAL MEETING OF COMPANY

31st Annual General Meeting (AGM) of Company for F.Y 2022-23 was held on 21st September 2023.

For further details please refer to the Corporate Governance Report, which forms part of the Annual Report.

17) COMMITTEES OF THE BOARD

Currently the Company has Five Committee: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Independent Directors Committee. Details of the composition, terms of reference, attendance and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms part of the Annual Report.

17) CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company?s commitment to create significant and sustainable societal value is manifest in its Corporate Social Responsibility (CSR) initiatives and its sustainability priorities are deeply intertwined with its business imperatives. The Company?s focus areas are concentrated on education. In accordance with Section 135 of the Act, as amended read with Notification issued by the Ministry of Corporate Affairs (‘MCA?) dated 22nd January, 2021 and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which, along with the required disclosures, is given in ‘‘Annexure–2??, which is annexed hereto and forms a part of the Board?s Report.

The Company has set up the Pradeep Richa Educare Foundation to carry out CSR activities. During the year 2023-24, the Company has undertaken the CSR initiatives in the fields of promoting education. The CSR activities fall within the purview of Schedule VII of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The detail of the CSR Policy is also posted on the Company?s website and may be accessed at the link: https://www.repl. global/csr/.

18) ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, (as amended), a copy of the Annual Return in the prescribed format is available at www.repl.global

19) REMUNERATION OF DIRECTOR

The details of remuneration paid to Executive Directors of the Company during the financial year 2023-24 is provided in MGT-7 which can be accessed at www.repl.global

20) AUDITORS

A. STATUTORY AUDITORS

DOOGAR & ASSOCIATES Chartered Accountant were appointed as statutory auditor of the Company for a term of 05(five) Consecutive years, at the Annual General Meeting held on 28th September 2020. The auditors have confirmed that they are not disqualified from continuing as Auditor of the Company.

The Report given by M/s. Doogar & Associates, Chartered Accountants on the financial statement of the Company for the year 2023-24 is part of the Annual Report. The Notes on financial statement referred to in the Auditors? Report are self-explanatory and do not call for any further comments. The Auditors? Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act. Further, the requirement of seeking rati_cation of appointment of statutory auditors by members at every Annual General Meeting has been done away with vide Companies (Amendment) Act, 2018 notified wef May 7, 2020, issued by Ministry of Corporate Affairs.

B. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Pradeep Debnath &Company, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Secretarial Audit Report is self-explanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

During the Financial Year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2024 is enclosed as Annexure- 3 to this Report.

C. INTERNAL AUDITORS

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed there under, your Company has appointed M/s. Sanjeev Neeru & Associates, Chartered Accountants, as the Internal Auditors of the Company for Financial year 2023-24 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

21) COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards in the Financial Year 2023-24.

22) DISCLOSURE OF FRAUDS AGAINST THE COMPANY

In terms of the provisions of section 134(3)(ca) of the Companies Act, 2013, there were no fraud committed against the Company which are reportable frauds under Section 141 of Companies Act, 2013 given by the Auditors to the Central Government as well as non-reportable frauds during the year 2023-24.

23) CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2016

Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Secretarial Auditors confirming compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Integrated Annual Report.

However, Management Discussion and Analysis Report and CEO/CFO certificate as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) is attached and form part of the Annual Report.

24) DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has three Independent Directors in line with the Companies Act, 2013. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.repl.global. The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

25) BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or re–enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/Board/ Committees was carried out and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and on self-evaluation basis.

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). A separate meeting of the independent directors ("Annual Independent Directors meeting") was convened, which reviewed the performance of the Board (as a whole), the Non-Independent directors and the Chairman. After convening the Annual Independent director meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board?s Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman.

26) NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for Determining, Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy is available on the company?s website at http://www.repl.global/investor-zone/policies/.

27) RISK MANAGEMENT POLICY

The Company has laid down the procedures to inform Board Members about risk assessment and minimization procedures. The Board of Directors of the Company has also framed risk management policy which is adopted across all the departments of the Company in an inclusive manner. The aim of this policy is not to eliminate risks, rather to manage the risks involved in the Company activities to maximize opportunities and minimize adversity by considering the following:-

- Identification of risk, define ownership with clearly defined roles and responsibilities;

- Balance between the cost of managing risk and the anticipated benefits;

- Contributing to more efficient use/allocation of capital and resources;

- To encourage and promote an pro-active approach towards risk management;

- Identifying any unmitigated risks and formulating action plans for its treatment through regular review.

28) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE & GUARANTEES GIVEN

Complete details of loan(s) given, investment(s) made & Guarantees given are provided in the financial statement.

29) PARTULARS OF CONTRACTS OR ARRANGEMENTS RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on an arm?s length basis and were in the ordinary course of business. Hence, the provisions of Section 188 of the Act are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with its Promoters, Directors, Key Managerial Personnel, or other designated persons, which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval.

The Policy on Related Party Transactions duly approved by the Board of Directors of the Company is posted on the Company?s website and may be accessed at the link: (http://www. repl.global/investor-zone/policies/).

30) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

Members may please note that as per the provisions of Sections 124 & 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends that remain unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred to the Investor Education & Protection Fund.

Details of unclaimed dividends and the due dates on which those are liable to be transferred to the Investor Education & Protection Fund are given below:

31) INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and at the end of the financial year and of the profit of the Company for the period ended on March 31, 2024; c) that Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the annual financial statements have been prepared on a going concern basis; e) that the Company had laid down proper internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and f) that proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34) COMPANY?S POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF THE COMPANIES ACT, 2013

Year of Dividend No. of shareholders who have not claimed Unclaimed Amount (Rs.) Date of Declaration Date of Transfer to unpaid account Last date to transfer to IEPF
2017-18 8 Rs. 15000 28.09.2018 29.10.2018 28.10.2025
2018-19 8 Rs. 16500 26.09.2019 29.10.2019 28.10.2026
2019-20 2 Rs. 1500 28.09.2020 29.10.2020 28.10.2027
2020-21 68 Rs.10950.60 29.09.2021 29.10.2021 28.10.2028
2021-22 Dividend Not Declared
2022-23 Dividend Not Declared
2023-24 Dividend Not Declared

the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company.

32) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

During the period under review, there were no significant and material orders passed by the Regulators, Courts or Tribunals impacting the going concern status and Company?s operations in future.

33) DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors of the Company to the best of our knowledge and belief and according to the information and explanations obtained by us, we Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 state that: a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure were made for the same; b) that 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

The Company upon recommendation of Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. The policy covering these requirements available on website of the company under the heading investor zone at www.repl.global.

35) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION, FOREIGN EXCHANGE EARNING AND OUTGO

In view of the nature of activities being carried out by the Company, the disclosure concerning energy conservation measures, technology absorption and Research & Development efforts are not applicable to the Company.

Further during the year under review, Company has no Foreign exchange earnings and outgo.

36) HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company believes that the development of employees is one of the most important enablers for an organization. This is being done at both individual and team levels. Sustained development of its employees, both professional and personal, is the hallmark of human resource policies. The Company value its Human Resources and is committed to ensure employee satisfaction, development and growth. The Company is working towards developing a culture of nurturing leaders, encouraging creativity and openness. Cordial industrial relations and improvements in productivity were maintained at all of the Company?s Offices during the year under review.

37) PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rule 5(1) of Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the Company. a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2023-24:

S. No. Name of Director Designation Ratio to Median Remuneration
1. Mr. Pradeep Misra Chairman & Managing Director 36:1
2. Mrs. Richa Misra Whole-time Director 15:1
3. Mr. Prajjwal Misra Director NA
4. Mr. Himanshu Garg Independent Director NA
5. Mr. Tarun Jain Independent Director NA
6. Mr. Vinod Tiku Independent Director NA

Median Salary (Annual) of employees for the Financial Year 2023-24 is Rs. 2,33,198/-. b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year 2023-24:

S. No. Name of Director Designation % Increase in remuneration
1. Mr. Pradeep Misra Chairman & Managing Director 0%
2. Mrs. Richa Misra Whole-time Director 0%
3. Mr. Prajjwal Misra Director 0%
4. Mr. Himanshu Garg Independent Director 0%
5. Mr. Tarun Jain Independent Director 0%
6. Mr. Vinod Tiku Independent Director 0%
7. Mr. Vikas Gupta (up to Oct-23) Company Secretary& Compliance Officer 0%
8. Mr. Rahas Bihari Panda (From Nov-2023) Company Secretary& Compliance Officer 12%
9. Mr. Manoj Kumar Chief Financial Officer 7%

c. The percentage increase in the median remuneration of employees in the financial year 2023-24. is 18%. d. The number of permanent employees on the rolls of company as on 31st March, 2024 are 240 e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

The average increase in salaries of employees other than managerial personnel in 2023-24 is 10%. f. The Company hereby afirms that the remuneration is as per the remuneration policy of the Company

The Company?s remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company afirms remuneration is as per the remuneration policy of the Company.

The information required under Section 197 of the Act and the Rule 5(2) of Companies (Appointment and Remuneration) Rules,2014 in respect of employees of the Company, is as follows:-A. Detail of Top ten employees in terms of remuneration drawn during F.Y 2023-24 are as:

S. No Name of Employee Date of Joining Gross Remunera-tion (in Rs.) Qualification Age (in years) Experience (in years) Last Employment Designation
1 Pranay Kumar 03/04/2023 8514747 B.Tech-1988, CFA-2010 57 35 Mott MacDonald Executive Director
2 Ameet Hede 15/06/2022 4719805 B.E (Civi), PGD (ACM) 47 21 Reliance Foundation (RFIER) Business Head-Real Estate
3 Prabhakar Kumar 13/07/2015 4378798 BA (Geography) + MA (Geography) + M.Plan (Regional) 46 14 ICT Pvt Ltd Assistant Vice President- Planning
4 Abhinav Niranjan 02/11/2015 3954344 PGD-Management 47 20 Unicon financial Intermediaries Pvt. Ltd. VP-Marketing & Communications
5 Manoj Kumar 14/12/2015 3681888 M.Com, MBA-2007 50 29 Earth Infrastructure Ltd. Chief Financial Officer
6 Daleep Thusu 22/11/2021 3420054 B.Tech (Civil)-1981 64 43 J&K Projects Construction Corporation Ltd. Regional Head- J&K
7 Nilesh Jain 09/10/2019 2870376 B.Com and ICWAI 37 16 IM+ Capitals Ltd Deputy General Manager-Finance
8 Kunal Sawhney 01/05/2019 2635841 LLB-2009, LLM-2013 38 12 Paarth Infra Build Pvt. Ltd. Assistant General - Legal
9 Dhanendra Thakur 08/11/2019 2350968 Master-City Planning-1995, B.E- Civil-1996 56 29 Intercontinental Consultants & Technocrates Pvt. Ltd. Team Leader (General Manager Grade)
10 Deepti Mehta 14/12/2015 2216070 BA (Maths), MBA 40 16 Years Religare Enter- prises Ltd AGM-Human Resources

A. Employee in the Company in receipt of remuneration NIL for that year which, in the aggregate, was not less than one crore and two lakh rupees B. Employees in the Company who employed throughout NIL the financial year or part thereof, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight lakh and _fty thousand rupees per month C. Employee in the Company who employed throughout NIL the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or the case may be at a rate in aggregate, or as the case may be,in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

38) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. However, no complaint was received during the year under review.

39) KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31st March 2023, are provided in the Management Discussion and Analysis Report given in "Annexure – 4", which is annexed hereto and forms a part of the Board?s Report.

40) GREEN INITIATIVE

As a responsible corporate citizen, the Company supports the ‘Green Initiative? undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Shareholders at their e-mail address previously registered with the DPs and RTAs. To support the ‘Green Initiative?, Members who have not registered their email addresses are requested to register the same with the Company?s Registrar and Share Transfer Agent/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically. Pursuant to the MCA Circulars and SEBI Circulars, copies of the Notice of the 32nd AGM and the Annual Report of the Company for the financial year ended 31st March 2024 including therein the Audited Financial Statements for the year 2023-24, are being sent only by email to the Members

41) ACKNOWLEDGEMENT

Your Directors wishes to place on record its thanks and gratitude to the shareholders, dealers, customers, Central and State Government Departments, Organizations, Agencies and other business partners for their continued trust and co-operation extended by them. Your Directors further takes this opportunity to express its sincere appreciation for all the efforts put in by the employees of the Company at all levels in achieving the results and hope that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.