Neo Infracon Ltd Management Discussions

Your Directors are pleased to present the Management Discussion and Analysis Report for the year ended 31^stMarch, 2022.

The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI). The management of the company is presenting herein the overview, opportunities and threats, initiatives by the Company and overall strategy of the company and its outlook for the future. This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country.

Economic Overview

Global economy

In view of disruptions due to global pandemic, many Banks in emerging market and developing economies employed asset purchase programs for the first time in their history. These programs were successful in lowering bond yields without triggering currency depreciations. In spite of pandemic, the global economy is set to expand by 5.6% in 2021, strongest growth. This recovery is uneven and largely reflects sharp rebounds in some major economies. The global outlook is subject to significant downside risks, including the possibility of upcoming COVID-19 waves and financial stress amid high debt levels of Emerging Market and Developing Economies (EMDEs).

Indian economy

India has emerged as the fastest growing major economy in the world, backed by its robust democracy and strong partnerships. India’s total GDP is $3.2 trillion according to the year 2022 and these numbers are very huge, his GDP makes India a big economy in the world. If we see its GDP rank, so Its GDP rank is 6th in the world and also India a 6th largest economy by their GDP figures.

Industry Review

The real estate sector is one of the most globally recognized sectors, which comprise of four sub sectors - housing, retail, hospitality and commercial. The growth of this sector is well complemented by the growth of the corporate environment and the demand for office space as well as urban and semi-urban accommodations.

When the Indian economy is grappling with a major financial stress caused directly and indirectly by the COVID- 19 pandemic, the Union budget 2021-22 seems expansionary in nature that promises economic growth and entails strengthening of infrastructure. With several direct financial reliefs already announced during 2020, the budget 2021-22 is primarily focused on enhancing the Atmanirbhar Bharat ideology which is expected to be a boon for the Indian economy in the long-run.

Segment-wise Performance

The Company operates in only one segment for real estate construction and development activities. The Business Segments has been identified in accordance with Accounting Standard.

Risk & Concerns

The outbreak of a novel strain of coronavirus (i.e. COVID-19), which commenced in December 2019 has now spread across the world. India has been no exception and currently our country is looking to come out of second disastrous wave. At the same time, the country is progressing well in its vaccination program. All prominent rating companies and experts, including Reserve Bank of India have projected a healthy recovery of economic activities in India. However, the COVID-19 outbreak could become more severe and result in a more widespread health crisis and/or result in a global recession because of disruptions of economic activity. Any of these factors may have a material adverse effect on your Company’s financial condition and results of operations.

Effective risk management is critical to an organizations success. Timely and effective risk management is of prime importance to our continued success.

The sustainability of the business is derived from the following:

i. Identification of risks.

ii. The evolution of appropriate system to monitor them.

iii. Risk Management through various strategies.

iv. Implementing such strategies, subject to periodical audit and review.

v. Reporting these risk mitigation results to the manageriallevel.

vi. There is the risk of loss due to inadequate systems, processes or procedures. These may be attributed to human failure or technical problems given the increase use of technology and staff turnover. Your company has in place suitable mechanisms to effectively reduce such risks. The risks are continuously monitored and reviewed at various levels of management through an effective information system.

Green Initiative

To support the ‘Green Initiative’, and to receive the copiesof AGM notice and othercommunication from the Company, Members who have not yetregistered their email addresses are requested to register the samewith their DPs in case the shares are held by them in electronicform and with the Registrar in case the shares are held by them inphysical form.

E-voting

Pursuant to the provisions of the Companies Act, 2013 read with rules made there under and the Listing Obligations, the Company has been with the assistance of National Securities Depository Limited (NSDL) providing remote (India) e -voting (voting from a place other than the venue of the Annual General Meeting) to its shareholders .The facility of E-voting can be availed by all the Shareholders having their shares in dematerialized form as well as in physical form. Detailed procedure for e-voting is mentioned in the Notes to the Notice of the 39^th Annual General Meeting of the Company.

Opportunities and Threats

Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are:

I. Clients are more comfortable with uniform high quality and quick service and process across the enterprise.

II. There are good prospects for expanding further activities in this direction.

III. The company is also facing server competition from other Real estate companies Some of the key changes in the industry unfavorable to the company are:

Heightenedcompetition Increasing Compliances

Attraction and retention of human capital Regulatory changes

Internal Control Systems and their Adequacy

Internal control systems are embedded in the processes across all functions in the Company. These systems are being regularly reviewed and wherever necessary are modified or redesigned to ensure better efficiency and effectiveness. The systems are subjected to supervision by the Board of Directors and the Audit Committee, duly supported by Corporate Governance. Company complies with all applicable statutes, policies, procedures, listing requirements and management guidelines. It Adheres to applicable accounting standards and polices.

Human Resources

I. The Management believes in maintaining cordial relations with its employees. The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements.

II. The Company provided excellent working environment so that the individual staff can reach his/her full potential.

III. The Company is poised to take on the challenges and march towards accomplishing its mission with success.

IV. The Company maintained good Industrial / Business relation in market which enhanced the creditworthiness of the Company.

Employees are the key to achieve the Company’s objectives and strategies. The Company provides to the employees a fair equitable work environment and support from their peers with a view to develop their capabilities leaving them with the freedom to act and to take responsibilities for the tasks assigned. The Company strongly believes that its team of capable and committed manpower, which is its core strength, is the key factor behind its achievements, success and future growth. We are continuously working to create and nurture an organization that is highly motivated, result oriented and adaptable to the changing business environment. The industrial relations remained cordial during the year.

Cautionary Statement:

This management discussion and analysis contain forward looking statements that reflects your Company’s current views with respect to future events and financial performance. The actual results may differ materially from those anticipated in the forward-looking statements as a result of many factors. These include climatic conditions and economic conditions affecting demand and supply, government regulations and taxation, natural calamities etc. over which the company does not have any control.

Certificate by Chief Executive Officer (CEO) and Chief Financial Officer (CFO) (Pursuant to Regulation 17(8) of the SEBI (LODR) Regulations 2015

(a) We have reviewed financial statements and the cash flow statement for the year ended 31^stMarch 2022and that to the best of our knowledge andbelief;

1) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

2) These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent, illegal or violate of the Companys code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit Committee:

1) Significant changes in internal control over financial reporting during theyear;

2) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements;and

3) That there were no instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

For Neo Infracon Limited	For Neo Infracon Limited
Ankush Mehta	Dilip Mehta
Chairman & Managing Director	Chief Financial Officer
DIN: 06387976
Place: Mumbai
Date:27/05/2022