advait infratech ltd share price Directors report

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<dhhead>DIRECTORS’ REPORT </dhhead>

To,

The Shareholders, Advait Infratech Limited Ahmedabad

Your Directors are pleased to present the 13^th Annual Report on the business performance and operations of your company together with the Audited Financial Statements and the

Auditor’s Report for the financial year ended 31^st March, 2023. The consolidated performance of the company and its associates has been referred to whenever required

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The summarized financial results of the company for the period ended 31^st March, 2023 are as follows: (Rs. In Lakh)

	Standalone		Consolidated
Particulars
	2022-23	2021-22	2022-23	2021-22
Revenue from Operation	10,151.47	7,200.18	10,265.33	7,865.82
Other Income	153.73	104.69	176.44	128.73
Total Income	10,305.21	7,304.87	10,441.77	7,994.55
Less- Exp. for Cost of Material, Purchase of Stock In
Trade, Change in Inventories, Employee benefit, and other expenses	8,409.28	6,234.92	8,605.29	6,818.66
Profit /(Loss) before Interest, Depreciation &	1,895.93	1,069.95	1,836.48	1,175.89
Taxation (EBDITA)
Less: Finance Cost	248.80	82.30	264.17	115.23
Less: Depreciation	286.77	28.16	414.09	179.90
Add: Extraordinary items	6.95	-	6.95	-0.99
Profit /(Loss) Before Prior Period and Tax (PBT)	1,353.41	959.49	1,151.27	879.78
Less Prior Period Item	-	-	-	-
Less: Provision for Taxation	-	-	-	-
Current Tax	358.40	258.60	358.40	258.60
Deferred Tax	-5.08	-12.34	-19.42	89.26
Profit (Loss) after Tax (PAT)	1,000.09	713.23	812.29	531.92
Profit carried to Balance Sheet	1,000.09	713.23	812.29	531.92

NATURE OF BUSINESS

The company is engaged in the business of providing products and solutions for power transmission, power substation, and telecommunication infrastructure and there was no change in the business of the company during the year under review.

STATE OF COMPANIES AFFAIRS

STANDALONE:

During the current period, your company has shown an increase in total revenue of Rs. 10305.21 Lakhs as against Rs. 7304.87 Lakhs in the previous year. The Company has earned a net profit of Rs. 1000.09 Lakhs as compared to a profit of Rs. 71.23 Lakh in the previous year. The company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth.

CONSOLIDATED:

During the current period, your company has shown increase in total revenue of Rs. 10441.77 Lakhs as against Rs. 7994.55 Lakhs in the previous year. The company has earned a net profit of Rs. 812.29 Lakhs as compared to profit of Rs. 531.92 Lakh in the previous year.

BUSINESS OUTLOOK

During the year under review, the company has commenced production of the factory to manufacture ACS wire, Stringing Tools, Joint Box, ERS and Assembly Utility, and also manufacturing Tools, Joint Boxes locally to serve the domestic market. The Company has also pioneered into the field of designing of Emergency Restoration System of Power for any transmission utility, restoring power in case of transmission line failure. Also, our company has ventured into Green Hydrogen production technologies and end to end services, positioning itself as a comprehensive solution provider through incorporating an wholly owned subsidiary "Advait GreEnergy Private Limited". The Company is also planning to set forward into Carbon Credit Market which will add value to the company by giving it access to new markets and a competitive advantage and build reputation as environmentally responsible organization. We also plan to develop cleantech tools. Generally, the Board is fairly enthusiastic about the future and working on targets for upcoming years. Your Directors are making all good efforts to achieve the better results in years to come.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The company during the period under the review has been listed on the SME BSE Platform of the BSE Limited. Major Material change that has been occurred took place affecting the financial position of the Company is the Migration of the Company’s Share from the SME BSE platform to Main Board BSE Platform of BSE Limited between the end of the financial year of the Company to which the financial statement relates and up to the date of this report. Further, the Company has incorporated a wholly owned subsidiary Advait Infratech Limited on 4^th July, 2023. Through this subsidiary, the company look forward to establish, manufacture, construct, buy, sell, lease, provide consultancy, operate & maintain

- Manufacturing, generating facilities, machinery, equipment, spares, tools, accessories etc. for renewable energy such as Solar, Wind, Hydro, Hydrogen etc and its byproducts such as Carbon credits and - to do all other activities related to storage, transportation, transmission of such energy, generators and fuels."

Apart from this, there have been no material changes and commitments 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 this Report.

DIVIDEND

The Company with view of reinvesting the profits into the growth and development of our core operations, we aim to enhance our competitive edge, improve our product offerings, and capitalize on emerging opportunities. Accordingly, the Directors have not recommended any Dividend on equity shares of the company for the year.

SHARE CAPITAL

During the financial year 2022-23 under review, the Shareholder on recommendation of the Board of Directors of the Company in their Annual general meeting held on June 28, 2022 have approved the increase in the Authorized Share Capital of the company.

The details of the same are as below:

Old Authorized Share Capital	New Authorized Share Capital
Rs. 60, 00, 00,000 (Rupees Six Crore Only)	Rs. 11, 00, 00,000 (Rupees Eleven Crore)
divided into 60, 00,000 (Sixty Lacs) Equity	divided into 1, 10, 00,000 (One Crore Ten
Shares of Rs. 10/- (Rupees Ten Only) each.	Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Further, the company also took approval of the issuance and allotment of bonus equity shares of the company to the shareholders of the company in their Extra Ordinary General Meeting held on 14^th December, 2022. Consequently, the company had issued and allotted 51,00,000 (Fifty One Lac) Equity Shares of Rs. 10/- each as fully paid-up bonus equity shares, in the proportion of1:1 i.e., 1 (One) new fully paid-up equity share of Rs. 10/- each for 1 (One) existing fully paid-up equity shares of Rs. 10/- each. Accordingly, with effect from 29^th December, 2022, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands increase to Rs. 10,20,00,000/- divided in to 1,02,00,000 Ordinary Shares of Rs. 10/- each.

MIGRATION OF SHARES

As the members are aware the listing on main board of Bombay Stock Exchange of India brings the exposure and also new investor participation. Thus, for providing enhanced liquidity, better realization etc. to all the stakeholders of the company. The company has obtained necessary approval for migration of its shares from BSE SME platform to the main board platform of BSE. The shares are being traded on main board from 17^th July, 2023.

9. TRANSFER TO RESERVES

There is no requirement for transfer of the profit to the general reserves, therefore to provide an open-ended opportunity to utilize the profits towards the company’s activities, during the year under review the Board have not considered it appropriate to transfer any amount to the general reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount outstanding to be an unclaimed dividend to investor education and protection fund during the FY 2022-2023.

11. DEPOSIT

During the year under review, the Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the companies (Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal and interest was outstanding as on the date of the balance sheet. As such no amount of deposit is unpaid or unclaimed at the end of the year. Hence there is no non-compliance with any of the provisions of chapter V of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure

Requirements) Regulations 2015, the Management’s discussion and analysis is set out in this

Annual Report.

13. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the compliance with the Corporate Governance Provisions shall not apply in respect of the following class of the Companies:

• Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

• Listed entity which has listed its specified securities on the SME Exchange.

Since, during the period under the review (i.e. FY 2022-23), our company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2022-2023.

However, as the members know that the equity shares of the company have been migrated from BSE SME platform to the main board of BSE India Limited with effective from 17^th July, 2023. Therefore, the 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. Hence, the Company will be complying with the SEBI guidelines on the Corporate Governance from year 2023-24 relating to the Listing regulations and accordingly will be submitting the Corporate Governance Report from the next Quarter i.e. September, 2023.

14 NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARD (IND-AS) FOR YEAR 2022-23 AND CHANGE IN ACCOUNTING STANDARDS (IND-AS) FORM YEAR 2023-24

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th Feb,2015, companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f 1^st April,2017. Accordingly, our company, during the year 2022-23 under the review, is listed on SME Platform of BSE Limited is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1^st April, 2017. However, the Company will adopt Indian accounting standard ("IND-AS") prescribed under section 133 of the companies act, 2013 read with relevant rules issued there under and in terms of Regulation 33 of the SEBI (LODR) Regulations, 2015 and the Companies (Indian accounting Standards) (Amendment) Rules, 2016 henceforth. Therefore, the Company will adopt and maintain the financial Statements from FY 2023-24 as per the applicability.

15 CREDIT RATING

During the year, the Company for the first time obtained the credit rating from Credit Rating Information Services of India Limited (CRISIL) in August 11, 2022. The CRISIL has affirms the rating of the company CRISIL BBB-/Stable for its Long-Term Bank Facilities and CRISIL A3 for its short-term Bank Facilities.

16. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is at www.advaitinfra.com.

17. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS BY THE COMPANY

During the year, there are no loans given, investments made, guarantee given or security provided by the company under Section 186 of the Companies Act, 2013.

18. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

I. In preparation of the annual accounts for the year ended 31^st March, 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures. II. Appropriate accounting policies have been selected and applied and such judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2023 and of the profit of the company for the year ended that date.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. IV. The annual accounts have been prepared on a "going concern" basis.

V. Proper internal financial controls are laid down and are adequate and operating effectively. VI. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and operating effectively.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company’s Board is duly constituted which is in compliance with the requirements of the Act, the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015

[hereinafter referred to as "Listing Regulations"] Regulations, 2015 and provisions of the

Articles of Association of the Company. As on March 31, 2023, The Board of Directors comprises of six (6) directors which include two (2) Executive Director, two (2) Non- Executive Director and two (2) Independent Directors. The overall composition of Board of Directors includes one women director. As on the date of this report, the Board of the company constitutes of the following Directors:

Name of Directors	Category & Designation
Mr. Shalin Sheth	Managing Director and Executive Director
Mrs. Rejal Sheth	Whole time Director
Mr. Bajrang Prasad Maheshwari	Independent Director
Mr. Ramesh Kumar Agrawal	Independent Director
Mr. Dinesh Babulal Patel	Non- Executive Non- Independent Director
Mr. Pramod Kumar Rai	Non- Executive Non- Independent Director

The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

Change in Directorship:

In accordance with provisions of Section 149,150,152, 160 read with Schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions (including any modification or re-enactment thereof), if any, of the companies Act, 2013 following change in the directorship has been approved by the shareholders by passing a resolution at the 12^th Annual General Meeting held on 28^th June, 2022:

1. Mr. Ramesh Kumar Agarawal (DIN: 09195375) was appointed as in Additonal Director (Non- Executive and Independent) in the board meeting held on 21^st September, 2021;

2. Mr. R.P Sasmal (DIN: 02319702) who was as an Additional Director (Non-Executive & Independent), in the board meeting held on 28^th May, 2022;

3. Mr. Pramod Kumar Rai (DIN: 02726427) was appointed as an Additional Director (Non-Executive & Non - Independent) in the board meeting held on 28^th May, 2022;

Re-appointment

In accordance with the provisions of section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Dinesh B. Patel (DIN: 03443006) Non- Executive Non- Independent Director who retires by rotation at the ensuing Annual General Meeting and is eligible, offers himself for his re-appointment. The board recommends his re-appointment for the consideration of the Members of the company at the ensuing Annual General Meeting. A brief resume and other details of the above directors seeking re-appointment are provided in the Notice of Annual General meeting.

Resignation

Mr. R.P. Sasmal (DIN : 02319702) Independent Director of the Company have resigned from the office with effect from 14^th November, 2022 on personal grounds. The Director have confirmed that the resignation is purely personal in nature and that there is no other material reason other than those provided. The Board placed on record the valuable guidance and support received from him during his tenure.

Key Managerial Personnel

During the year under review, Mr. Dipesh A. Panchal, Company Secretary of the Company have resigned from the office with effect from 29^th July, 2022 on the personal grounds. The Board placed on record the valuable guidance and support received from him during his tenure.

In pursuant to the applicable provisions of the Companies Act, 2013, the Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee of the Company at their meeting held on 9^th August, 2022, consented to the appointment of Ms. Daisy Mehta (ICSI Membership No. A29893) as the Company Secretary & Compliance officer of the company.

Details of Meetings of Board of Directors held during the year

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board Business. The Meetings of the Board of Directors were held at the Corporate Office of the Company, The notices of Board / Committee meetings were given well in advance to all the Directors. The Agenda for the Board and Committee Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take informed decisions. All observations, recommendations and decisions of the Committees were placed before the Board for consideration and approval. During the financial year 2022-23, 6 (SIX) meetings were convened and held on 28th May, 2022, 9th August, 2022, 29th August, 2022, 14th November, 2022, 29th December, 2022 and 23rd February, 2023 . The gap between two consecutive Board meetings did not exceed one hundred twenty (120) days as prescribed under the Act and the Listing Regulations. The necessary quorum was present at all the meetings.

The attendance of each Director at the Meetings of Board of Directors held during the financial year 2022 - 23 are as follows:

Serial No. Name of Directors	Directorship	No. of Board Meetings Attended	Attendance at last AGM
1. Shalin Sheth (DIN: 02911544)	Managing Director	6	Yes
2. Mrs. Rejal Sheth (DIN: 02911576)	Whole-time Director & Chief Financial Officer	6	Yes
3. Mr. Dinesh B. Patel (DIN: 03443006)	Non - Executive and Non- Independent Director	4	Yes
4. Mr. Bajrang Prasad N. Maheshwari (DIN: 06571660)	Independent Director	6	Yes
5. Mrs. Ramesh Kumar Agarawal (DIN : 09195375 )	Independent Director	3	NA
6. Mr. R. P. Sasmal (DIN: 02319702)	Independent Director	NIL	NA
7 Mr. Pramod Kumar Agarwal (DIN : 02726427)	Non - Executive and Non - Independent Director	1	NA

Statement of Declaration given by Independent Directors

The Company has received necessary declaration of independence from all Independent Directors of the Company, under Section 149(7) of the Act, that he/she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and rules made thereunder and SEBI (LODR) Regulations, 2015 and is not disqualified from continuing as Independent Directors.

The Independent Directors have also confirmed that they have registered themselves with the

Independent Director’s Database maintained by the Indian Institute of Corporate Affairs.

Further Company has also received statements from all the Independent Directors that they have complied with Code of Conduct for Independent Directors prescribed in Schedule IV of the act and also statement on compliance of code of conduct for Directors and Senior Management Personnel formulated by Company.

Separate Meeting of Independent Directors of the Company

The Independent Directors met on 30^th March 2023, without the attendance of Non-independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

COMMITTEES OF BOARD OF DIRECTORS

As on 31st March, 2023, the Board has 4 (Four) committees as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 read with rules, made thereunder, with proper composition of its members which are focused on financial reporting, audit & internal controls, compliance issues, appointment and remuneration of Directors and Senior Management Employees and the risk management framework. The Board periodically evaluates the performance of all the Committees as a whole. All observations, recommendations and decisions of the Committees are placed before the Board for consideration and approval.

The Board has the following committees as under:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders’ Relationship Committee

• Corporate Social Responsibility Committee

• Management Committee

Audit Committee

The Board of Directors of your company has duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 18 of the SEBI (LODR), Regulations, 2015. The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of SEBI (LODR), Regulations, 2015 and Section 177 of the Act and such other functions as may be specifically delegated to the Committee by the Board from time to time. The Board has accepted all recommendations made by the Audit Committee during the year. During the financial year ended 31st March, 2023, Audit Committee meetings were held on the following dates:

(1) 28th May, 2022 (3) 14th November, 2022 (2) 9th August, 2022 (4) 23rd February, 2023

Attendance of Committee members during 2022-23 is as follows:

Name of the Member	Chairman/ Member	No. of committee Meetings held	No. Committee Attended
Mr. Bajrangprasad Maheshwari (Non Executive Independent Director)	Chairman	4	4
Mr. Ramesh Agrawal (Non Executive Independent Director)	Member	4	4
Mr. Shalin Sheth (Managing Director)	Member	4	4
Mr. R.P. Sasmal* (Non- Executive Independent Director)	Member	4	0

*Mr. R.P. Sasmal has been regularized at the shareholder’s Meeting held on 28th June, 2022 who has w.e.f. 14th November, 2022 has resigned from the post of Director.

Nomination and Remuneration Committee (NRC)

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 of SEBI (LODR) Regulations, 2015 and Section 178 of the Act, besides other terms as may be referred by the Board of Directors. The Board has accepted all recommendations made by the Nomination and Remuneration Committee during the year.

During the financial year ended 31st March, 2023, Nomination and Remuneration Committee meetings were held on the following dates:

(1) 28th May, 2022 (3) 23rd February, 2023 (2) 14th November, 2022

Attendance of Committee members during 2022-23 is as follows:

Name of the Member	Chairman/ Member	No. of committee Meetings held	No. Committee Attended
Mr. Bajrangprasad Maheshwari (Non Executive Independent Director)	Chairman	3	3
Mr.Dinesh B Patel (Non- Executive Non- Independent Director)	Member	3	2
Mr. R. P. Sasmal* (Non Executive Independent Director)	Member	3	0
Mr. Ramesh Kumar Agrawal** (Non- Executive Independent Director)	Member	3	2

*Mr. R.P. Sasmal has been regularized at the shareholder’s Meeting held on 28th June, 2022 who has w.e.f. 14th November, 2022 has resigned from the post of Director. **Mr. Ramesh Kumar Agrawal has been regularized at the shareholder’s Meeting held on 28th June, 2022

Stakeholders’ Relationship Committee

The Stakeholders Relationship Committee was constituted is in compliance with the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee. The Committee, inter-alia, reviews issue of duplicate certificates and oversees and reviews all matters connected with the Company’s transfers of securities. It looks into redressal of shareholders’/investors’ complaints related to transfer of shares, non-receipt of annual report, non-receipt of declared dividends and such other functions as may be specifically delegated to the Committee by the Board from time to time. There being no investor grievances complaint pending, the committee reviewed the existing procedures for attending to complaints as and when they arise.

During the financial year ended 31st March, 2023, Stakeholders’ Relationship Committee meetings was held on 30th March, 2023. The attendance of each Member at the Stakeholders’

Relationship Committee Meetings held during the financial year 2022-23 is as follows

Name of the Member	Chairman/ Member	No. of committee Meetings held	No. Committee Attended
Mr.Pramod Kumar Rai (Non- Executive Non- Independent Director)	Chairman	1	1
Mr. Bajrangprasad Maheshwari (Non Executive Independent Director)	Member	1	1
Mr. Rejal Sheth (Whole time Director)	Member	1	1
Mr. Shalin Sheth (Managing Director)	Member	1	1

During the year under review no grievances were received based on the reports from Accurate Registry and Securities Limited.

Corporate Social Responsibility ("CSR") Committee

As on 31st March 2023, the Corporate Social Responsibility ("CSR") Committee comprise of four members, with a majority of Independent Directors. During the year, according to the amendment made in the rules by the Ministry of Corporate Affairs ("MCA") vide notification dated September 20, 2022, the Company has adopted the new CSR policy taking into the consideration amendments made by the MCA. A detailed charter of the CSR Committee is also available on the website of the Company at www.advaitinfra.com. The powers, role and terms of reference of CSR Committee covers the areas as contemplated under Section 135 of the Act. The Board has accepted all recommendations made by the Corporate Social Responsibility ("CSR") Committee during the year.

During the financial year ended 31^st March, 2023, CSR Committee meetings was held on 14^th November, 2022. The attendance of each Member at CSR Committee Meetings held during the financial year 2022-23 is as follows:

Name of the Member	Chairman/ Member	No. of committee Meetings held	No. Committee Attended
Mr. Bajrangprasad Maheshwari (Non Executive Independent Director)	Chairman	1	1
Mr.Pramod Kumar Rai (Non- Executive Non- Independent Director)	Member	1	1
Mr. Ramesh Kumar Agrawal (Non- Executive Independent Director)	Member	1	1
Mr. Shalin Sheth (Managing Director)	Member	1	1

Management Committee

The management Committee of the Company has been constituted on 14^th November, 2022 in compliance with the provisions of section 179 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) read with the Companies (Meeting of Board arid its powers) Rules, 2014 and other applicable rules under the Act, and read with the respective provisions of the Memorandum and Articles of Association of the company. The management committee of the Board was constitute to manage, conduct, supervise and carry on day-to-day affairs of the company subject to the general supervision and ultimate control by the Board.

During the financial year ended 31^st March, 2023, Management Committee meetings was held on 21^st December, 2022. The attendance of each Member at the Management Committee Meeting held during the financial year 2022-23 is as follows

Name of the Member	Chairman/ Member	No. of committee Meetings held	No. Committee Attended
Mr. Shalin Sheth (Managing Director)	Chairman	1	1
Mr. Dinesh B. Patel (Non- Executive Non- Independent Director)	Member	1	0
Mr. Rejal Sheth (Whole time Director)	Member	1	1

21. EVALUATION OF BOARD, ITS COMMITTEE, AND INDIVIDUAL DIRECTORS

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

The Performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

The above criteria are broadly based on the Guideline Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

In a separate meeting of independent directors, the performance of non-independent directors, the Board as a whole, and the chairman of the company were evaluated, taking into account the views of executive directors and non-executive directors.

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

The Performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out include participation and contribution by a director, commitment, effective development of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment

22. FAMILIARIZATION PROGRAMME FOR DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company’s procedures and practices. The Company endeavors, through presentations at regular intervals, to familiarize the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having a significant impact on the operations of the Company and the industry as a whole The Independent Directors also meet with senior management team of the Company in informal gatherings. Visits to plant and factories locations are organized for the Directors to enable them to understand the business better. During the year 2022-23, the Company has conducted 1 programs for familiarizing the Directors for a total duration of 1.5 hours. Details of orientation given to the Directors in the areas of strategy/ industry trends, operations & governance, and safety, health and environment initiatives are available on the website of the Company at www.advaitinfra.com.

23. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of directors and also a policy for the remuneration of directors, key managerial personnel, and senior management. The policy is updated on the website of the company at .

DETAILS OF THE COMPLAINT RECEIVED/SOLVED/PENDING DURING THE YEAR

Sr. Nature of Complaint No.	Complaints received	Complaints solved	Complaints pending
1. Non receipt of shares certificate after transfer etc.	-	-	-
2. Non receipt of dividend warrants	00	00	Nil
3. Query regarding demat credit	-	-	-
4. Others	00	00	Nil
Total	00	00	Nil

25. PARTICULARS OF CONTRACT OR ARRAGEMENT WITH RELATED PARTIES

All Related party Transactions that were entered into during the financial year 2022-23 were in the ordinary course of business and on arm’s length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature as per Regulation 23 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 and amendments thereto and as per Company’s policy on Related Party Transactions. All Related Party Transactions are placed before the Audit Committee and Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature. Your Directors draw attention of the members to note no. 27 to the standalone financial statement which sets out related party disclosures.

In Pursuant to the amendment made by SEBI in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the new materiality policy has been adopted by the Board on Material Related Party Transactions which is available on the website of the Company at www.advaitinfra.com/policies.

A statement containing the salient features of the financial statement of subsidiary in the prescribed form AOC-1 is provided as Annexure A to this Directors’ Report

26. VIGIL MECHANISM/WHISTLEBLOWER POLICY

In line with the best corporate governance practices, Company has put in place a system through which the Directors and employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics without fear of reprisal. The employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is also available on the website of the Company at

PARTICULARS OF EMPLOYEES

Pursuant to Section 197(12) of the Companies Act, 2013 and other disclosures as Per Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 there were no employees of the Company drawing remuneration exceeding the specified limit during the year under consideration, hence the details prescribed under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable. Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are provided in "Annexure B" forming part of this Annual Report.

28. DETAILS OF EMPLOYEE STOCK OPTION SCHEME

The Company had approved Advait Infratech Limited Employees Stock Option Scheme 2022 (AIL ESOP 2022) in the Annual General meeting held on 28^th June, 2022. Further, the Company has revised the said scheme with the approval of shareholders vide postal ballot passed on 30^th March, 2023 with respect to its implementation form secondary market Route to Primary Route. The Company has not granted any option under the Scheme during the financial year 2022-23. The AIL ESOP Scheme 2022 is in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021, A certificate from the Secretarial Auditor of the Company that these Schemes are implemented in accordance with the SBEB and Sweat Equity Regulations 2021 and the resolutions passed by the members would be placed before the members at the ensuing AGM and a copies of the same shall be available for inspection at the Registered Office of the Company. The applicable disclosures as on March 31, 2022, as stipulated under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 read with the SEBI circular CIR/CFD/POLICYCELL/2/2015 dated June 16, 2015 and, are made available on the website of the Company www.advaitinfra.com .

29. RISK MANAGEMENT

During the financial year under review, the company has identified and evaluated elements of business risk. Consequently, a Business Risk Management framework is in place. The Risk management framework defines the risk management approach of the company and includes periodic review of such risks and also documentation, mitigation controls, and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure, and potential impact analysis at a company level as also separately for business. The Policy is available for at the Website of the Company at www.advaitinfra.com/policies .

30. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company believes in corporate excellence and social welfare. This corporate philosophy is the force behind integrating Corporate Social Responsibility (CSR) into corporate values, culture, operation and business decisions at all levels of the organization. Being a responsible corporate citizen, The Company has a value system of giving back to society and improving the life of the people and the surrounding environment.

The Company’s CSR initiatives are inspired by the opportunity to contribute to a more secure and sustainable future. The company believes that the corporate strategy which embraces social developments as an integral part of the business activities ensure long term sustainability of business enterprises. With this belief, the Company is committed to make substantial improvements in the social framework of the nearby community.

In compliance with section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 the company has adopted a CSR Policy, which is available at www.advaitinfra.com.

The Annual Report on CSR expenditures for the FY 2022-23 is annexed herewith and forms part of this report as Annexure- C

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

The Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act,2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time is given in the Annexure- D forming part of this report.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

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

33. CEO/CFO CERTIFICATE

Chief Financial Officer/Chief Executive Officer Compliance Certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) is presented in a separate section forming part of this report as

"ANNEXURE- G".

34. AUDITORS AND AUDITORS’ REPORTS

Statutory Auditors and Auditors’ Report

M/s V.Goswami & Co., (Firm Registration No. 128769W), Chartered Accountant, has been appointed as Statutory Auditors of the Company at the 10th Annual General Meeting held on

27^th August, 2020 to hold office from the conclusion of 10th Annual General Meeting (AGM) till the conclusion of 15^th Annual General Meeting of the Company, subject to compliance of the various provisions of Companies Act, 2013.

The Statutory Auditors of the Company have submitted Auditors’ Report on the financial statements of the Company for the financial year ended 31^st March, 2023 along with financial of the Company forms integral part of this Report and is presented in a separate section forming part of the Annual Report. The reports do not contain any reservation, qualification or adverse remark. Information referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

Secretarial Auditor

The Board of Directors of your Company has as per the requirement under Section 204 of the Act and rules made there under, re-appointed Mr. Rajesh Parekh, Practicing Company Secretary, Ahmedabad (COP No. 2939), to conduct the Secretarial Audit of the Company for the financial year 2022-23.

Further, Mr. Rajesh Parekh, Practicing Company Secretary, Ahmedabad (COP No. 2939) expressed their inability to continue as the Secretarial Auditor of the Company from 23^rd February, 2023. Hence, due to the vacancy so occurred, the Company has appointed M/s. RPSS and Co. Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company for the year 2022-23.

The Secretarial Report for the financial year 2022-23 forms integral part of this Report as ‘Annexure F’. Based on Secretarial Audit, there has been no observation in the report.

Information referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

Cost Auditor

During the year under review, the Company was not required appoint Cost Auditor to as per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. Further pursuant to provision of section 148(1) of the Companies Act, 2013, maintenance of cost records as specified by Central Government are maintained by the Company. However, the Company on the basis of the their turnover in the year 2022-23 has now falls under the ambit of the Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 and required to have the Cost Audit of the cost records maintained by the Company. Hence, M/s dalwadi and Associates, Cost Accountant, Ahmedabad has been appointed by the Board in its meeting held on 17^th August, 2023 as Cost Auditor of the Company, which is to be confirmed by the members in the ensuing Annual General meeting of the Company.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s Rajesh J Shah & Associates, (Firm Registration No.108407W), Chartered Accountant was appointed as an Internal Auditor of the company for the Financial year 2022-23. The Internal Auditor has placed the Internal Audit Report for every quarter and the same was discussed with the Board.

35. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal auditor of the company checks and verifies the internal control and monitors then in accordance with policy adopted by the company. The company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

36. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.

37. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

As on 31^st March, 2023 the company has no subsidiaries. The Company has the following Associate Company at the end of this financial year.

1. TG Advait India Private Limited

Statement in Form AOC-1 Pursuant to the first proviso to Section 129 of the Act read with rule 5 of the Companies (Accounts) Rules, 2014 shall be applicable in view of the above explanation, a statement containing the salient features of the financial statement of subsidiary in the prescribed form AOC-1 is provided as Annexure - E to this Directors’ Report.

38. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company.

The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The

Code has been uploaded on the Company’s web link www.advaitinfra.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

39. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

40. CAUTIONARY STATEMENT

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company’s objectives, projections, estimates expectations, may constitute "forward looking statements " within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

41. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your company’s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their relentless support and confidence reposed on the company.

	For ADVAIT INFRATECH LIMITED
	For & on behalf of the Board of Directors
	Sd/-	Sd/-
	SHALIN SHETH	REJAL SHETH
Place: - Ahmedabad	(DIN: 02911544)	(DIN: 02911576)
Date: - 17th August, 2023	Managing Director	Whole time Director