Sharanam Infraproject & Trading Ltd Directors Report

To, The Members,

Sharanam Infraproject and Trading Limited

Your Directors are pleased to present the 33^rd Boards Report on the Business and Operations of the Company together with the Audited Financial Statements along with the Auditors Report for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the previous financial year ended on 31^st March, 2024 are summarized as below:

(Rs. in Lakhs)

Particulars	Standalone
	2024-25	2023-24
Revenue from Operations	3740.11	176.07
Other Income	21.10	0.00
Total Income	3,761.21	176.07
Total Expenses	3,252.87	173.49
Profit Before Exceptional and Extra Ordinary Items and Tax	508.34	2.58
Exceptional Items	0.00	0.00
Profit before Extra-Ordinary Items and Tax/ Profit Before	508.34	2.58
Tax
Tax Expense: Current Tax	0.00	0.00
Deferred Tax	0.00	0.00
Total Tax expense	0.00	0.00
Profit for the Period	508.34	2.58
Earnings Per Share (EPS)
Basic	0.424	0.002
Diluted	0.424	0.002

2. OPERATIONS:

The total Income for Financial Year 2024-25 was Rs. 3761.21 Lakhs compared to the total Income of Rs. 176.07 Lakhs for previous Financial Year 2023-24. The Company has incurred Profit before tax for Financial Year 2024-25 of Rs. 508.34 Lakhs as compared to Profit before tax of Rs. 2.58 Lakhs for previous Financial Year. The Net Profit after tax for the Financial Year 2024-25 is Rs. 508.34 Lakhs as compared to Net Profit after tax Rs. 2.58 Lakhs as compared for previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the year under review.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website at www.sharanaminfra.co.in.

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The Company has increased the Authorised Share Capital from the existing Rs. 13,00,00,000/- (Rupees Thirteen Crores Only) divided into 13,00,00,000 (Thirteen Crore) Equity Shares of Re. 1.00/- (Rupee One Only) each to Rs. 1,07,10,00,000/- (Rupees One hundred Seven Crores Ten Lakhs Only) divided into Rs. 1,07,10,00,000 (One hundred Seven Crores Ten Lakhs) Equity Shares of Rs. 1.00/- (Rupee One Only) each ranking Pari Passu in all respect with the Existing Equity Shares of the Company.

The Authorized share capital of the Company as on 31^st March, 2025 is Rs. 1,07,10,00,000/- (Rupees One hundred Seven Crores Ten Lakhs Only) divided into 1,07,10,00,000 (One hundred Seven Crores Ten Lakhs) Equity Shares of Re. 1.00/- (Rupee One Only) each.

B. PAID-UP SHARE CAPITAL:

During the year under the review, paid-up share capital of the Company is increased from Rs. 12,00,02,400.00/- (Rupees Twelve Crores Two Thousand Four Hundred Only) divided into 12,00,02,400 (Twelve Crores Two Thousand Four Hundred) Equity Shares of Re. 1.00/- (Rupee One Only) each to Rs. 59,40,33,561.00/- (Rupees Fifty-Nine Crores Forty Lakhs Thirty-Three Thousand Five Hundred and Sixty-One Only) divided into 59,40,33,561 (Fifty-Nine Crores Forty Lakhs Thirty-Three Thousand Five Hundred and Sixty-One) Equity Shares of Re. 1.00/- (Rupe One Only) each, was affected through allotment of equity shares on a Right basis in the Meeting of Right issue Committee of Directors of the Company held on 14^th February, 2025.

The Paid-up share capital of the Company as on 31^st March, 2025 is Rs. 59,40,33,561.00/- (Rupees Fifty-Nine Crores Forty Lakhs Thirty-Three Thousand Five Hundred and Sixty-One Only) divided into 59,40,33,561 (Fifty-Nine Crores Forty Lakhs Thirty-Three Thousand Five Hundred and Sixty-One) Equity Shares of Re. 1.00/- (Rupe One Only) each

6. ALLOTMENT OF SHARES:

A. ALLOTMENT OF EQUITY SHARES RIGHT BASIS:

During the year under review, the Company had allotted 47,40,31,161 (Forty-Severn Crores Forty Lakhs Thirty-One Thousand One Hundred Sixty-One) Equity shares pursuant to Right Issue having face value of Re. 1.00/- each, at an issue price of Re. 1.00/- per share (at par) in the Meeting of Right issue Committee of Directors of the Company held on 14^th February, 2025.

7. DIVIDEND:

To conserve resources for future prospect and growth of the Company, your Directors regret to declare any dividend for the Financial Year 2024-25 (Previous Year - Nil).

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

9. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and loss account of the Company under Reserves and Surplus.

10. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture as on 31^st March, 2025.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN AND DURING THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

ALLOTMET OF EQUITY SHARES ON RIGHT BASIS:

During the year, on 14^th February, 2025, the company, vide its Meeting of Right issue Committee of Directors of the Company, had allotted 47,40,31,161 (Forty-Severn Crores Forty Lakhs Thirty-One Thousand One Hundred Sixty-One) fully paid-up equity shares of face value Re. 1.00 (Rupee One Only) each per equity share, at a price of Re. 1.00/- (Rupee One Only) per equity share (at Par), aggregating to Rs. 47,40,31,161 (Forty-Severn Crores Forty Lakhs Thirty-One Thousand One Hundred Sixty-One Only).

Consequently, the Paid-up Share Capital of the Company had increased from Rs. 12,00,02,400.00/- (Rupees Twelve Crores Two Thousand Four Hundred Only) to Rs. 59,40,33,561.00/- (Rupees Fifty-Nine Crores Forty Lakhs Thirty-Three Thousand Five Hundred and Sixty-One Only).

CHANGE IN REGISTERED OFFICE / CORPORATE OFFICE OF THE COMPANY:

a. The Board of Director in their Meeting held on 23^rd April, 2024 has Considered and approved:

i. To change the registered office of the Company from 303, Earth Arise, Nr. Y.M.C.A. Club, S. G.

Road, Makarba, Vejalpur, Ahmedabad 380051 to B418, Sobo Center, A Block, 4th Floor, Sobo Center, South Bopal, Ahmedabad 380058, Gujarat, India, the local limits of city. ii. To keep books of account and other relevant books and papers and financial statement -418, Sobo Center, A Block, 4th Floor, Sobo Center, South Bopal, Ahmedabad, 380058, Gujarat, India.

b. The Board of Director in their Meeting held on 9^th September, 2024 has Considered and approved:

i. Shifting of Registered Office of the Company from B- 418, Sobo Center, A Block, 4^th Floor, Sobo Center, Bopal, Ahmedabad, Daskroi, Gujarat, India, 380058 to Shop A-915, The Capital, Opposite Hetarth Party Plot, Science City Road, Sola, Ahmedabad-380060, Gujarat, India i.e within same city ii. To keep books of account and other relevant books and papers and financial statement at Shop A-915, The Capital, Opposite Hetarth Party Plot, Science City Road, Sola, Ahmedabad-380060, Gujarat, India.

c. The Board of Director in their Meeting held on 8^th July, 2025 has Considered and approved:

i. To shift the Registered Office & address at which the Books of Account are to be maintained of the Company from Shop A-915, The Capital, Opposite Hetarth Party Plot, Science City Road, Sola, Ahmedabad, Gujarat, India 380 060 To 1309, 13^th Floor, D & C Phoenix, Opp. Aanal Flat, Vijay Cross Road, Navrangpura, Ahmedabad, Gujarat, India 380 009 W.E.F. 8^th July, 2025.

Agreement between the Company and Bloom Infra LLC

Sharanam Infraproject & Trading Limited has entered into a strategic partnership with Bloom Infra LLC, a prominent real estate developer based in Abu Dhabi, United Arab Emirates. This agreement, effective from 29^th March, 2024 endows Sharanam Infraproject with exclusive rights to act as the trading entity for land associated with various development projects in Khalifa City B (Shakhbout City), which are managed by Bloom Infra LLC.

This collaboration covers over 200 acres of prime real estate slated for significant development, reflecting the magnitude and potential of this initiative. The aggregate value of the projects is estimated to be approximately AED 30 billion. Under the agreement, Sharanam Infraproject is poised to earn a trading fee ranging from 0.75% to 1.25% on transactions executed, which is expected to substantially augment our revenue streams and, by extension, enhance shareholder value.

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

13. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 13 (Thirteen) times viz. 23^rd April, 2024, 10^th May, 2024, 29^th May, 2024, 30^th May, 2024, 16^th July, 2024, 22^nd July, 2024, 16^th August, 2024, 9^th September, 2024, 15^th October, 2024, 14^th November, 2024, 24^th December, 2024, 1^st January, 2025 and 5^th February, 2025.

14. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there is no material departure from the same;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the financial year ended on 31^st March, 2025.

c. The Directors had 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. The Directors had prepared the Annual Accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review Company is covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company has formed the CSR Committee as per the Section 135 of the Companies Act, 2013. On recommendation of CSR Committee, the Board of Directors of the Company has approved the CSR Policy and also has identified the areas in which Company will spend the required amount as per the provisions of the Companies Act, 2013.

16. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors Report:

The statutory Auditor of the Company has included the following qualifications in their Audit Report for the Financial Year 2024-2025:

1. The Company has not provided with the balance confirmation or any other details for the trade receivable and trade payable shown in the books of accounts.

2. The Company has not been able to verify the transactional documents relating bank statements.

3. The Company has unsecured loan of Rs. 118.08 Lakhs. Management has not provided interest on this loan and relevant agreement along with cross confirmations are not available.

4. GST reconciliation with the GST portal is not carries out and Complete GST return for the month of Jan-25 to March-25 is not yet filed.

5. The Company has not maintained the Records of inventory.

6. Loan and Advances and Advances to Supplier amounting to Rs. 4325.60 Lakhs remains unconfirmed and the absence of loan confirmation impacts the reliability of Advances and financial disclosure.

7. Advance received from Customers of Rs. 1317.51 Lakhs remains unconfirmed and the absence of loan confirmation impacts the reliability of Advances and financial disclosure.

Explanations or Comments by the Board on Auditors Observations:

The Board of Directors wishes to provide the following explanations in response to the remarks made by the Statutory Auditors in their Audit Report for the financial year ended March 31, 2025:

1. The Company acknowledges the auditors observation. The balance confirmations for certain trade receivables and trade payables could not be obtained during the audit period due to practical constraints at the parties end. However, the management has verified these balances based on available records, subsequent realisations, and payments, and is confident that the amounts reported are correct. The Company is in the process of obtaining formal balance confirmations from the respective parties and will strengthen procedures to ensure timely reconciliation and confirmations in future.

2. The Company notes the observation. All bank accounts and related transactions have been duly recorded in the books of accounts, and reconciliations have been carried out based on the statements available. Certain supporting transactional documents could not be furnished during the audit due to administrative reasons, but the same are maintained by the Company and can be produced on request. The management assures that steps are being taken to strengthen the documentation process to ensure smooth verification in the future.

3. The Company acknowledges the observation. The unsecured loan was extended based on a mutual understanding between the parties, no interest is chargeable on the said loan. Hence, no provision for interest expense has been made in the books of accounts. The Company is in the process of obtaining written confirmations and formal documentation to support the arrangement and ensure compliance in subsequent years.

4. The Company acknowledges the observation. Due to operational and system-related delays, the reconciliation of GST records with the GST portal could not be completed and the GST returns for the mentioned period were pending at the time of audit. The Company has since initiated the reconciliation process and is in the process of filing the pending returns. Management is committed to strengthening its compliance mechanism to ensure timely filing and reconciliation in the future.

5. The Company acknowledges the observation. Due to limitations in the accounting system and administrative oversight, detailed inventory records could not be maintained during the year. However, management has ensured that all purchases and consumption have been duly recorded in the books of accounts. The Company is in the process of implementing a proper inventory management system to maintain item-wise records and ensure better control and compliance going forward.

6. The Company acknowledges the auditors observation. The confirmations from certain lenders and suppliers could not be obtained during the audit due to pending responses from the parties concerned. However, management has verified these balances with reference to available records, subsequent transactions, and correspondence, and is confident of their correctness. The Company is actively pursuing confirmations from the respective parties and will strengthen its internal controls to ensure timely receipt and documentation of confirmations in future years.

7. The Company acknowledges the observation. The confirmations from certain customers could not be obtained during the course of audit due to non-responsiveness from the parties. However, management has reviewed these balances against available records, subsequent sales, and receipts, and is confident about their correctness. The Company is in the process of obtaining confirmations from customers and will put in place a stricter follow-up mechanism to ensure timely confirmation and improved reliability of financial disclosures going forward.

ii. Secretarial Auditors Report:

The report of the Secretarial auditor has not made any adverse remark in their Audit Report except:

a) The Company has not published the Newspaper Advertisement for the Financials your year/quarter ended 30^th June, 2024 & 30^th September, 2024.

Reply: The Board clarifies that the newspaper advertisements for the mentioned financial periods were duly published. However, during cross-verification with the auditors, the copies were inadvertently misplaced. Efforts are underway to retrieve the archived copies from the publishers for record submission.

The Company is making efforts to retrieve the archived copies from the respective publication houses and will submit them for record as soon as they are available.

17. PARTICULARS OF LOANS, GUARANTEES, SECURITIES COVERED OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year Company has made investments under the provisions of section 186 of the Companies Act, 2013 and disclosures for the said investment is provided in the notes to financial statement.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arms length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per Annexure I.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditors report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

21. RESERVES & SURPLUS:

(Amount in Lakhs)

	(Amount in Lakhs)
Sr. No. Particulars	Amount
1. Balance at the beginning of the year	(144.03)
2. Current Years Profit	383.22
Total	239.19

22. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc.

Foreign Exchange Earnings and Outgo:

(Amt in Lacs)

Sr. No Foreign exchange earnings and outgo:	F.Y. 2024-25
a. Foreign exchange earnings	Nil
b. CIF Value of Imports	Nil
c. Expenditure in foreign currency	Nil

24. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Companys Policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.sharanaminfra.co.in.

25. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

26. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

27. STATE OF COMPANYS AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

28. STATEMENT ON ANNUAL EVALUATION OF BOARDS PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); Structure, composition, and role clarity of the Board and Committees; Extent of co-ordination and cohesiveness between the Board and its Committees; Effectiveness of the deliberations and process management; Board / Committee culture and dynamics; and Quality of relationship between Board Members and the Management.

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

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

Knowledge

Professional Conduct

Comply Secretarial Standard issued by ICSI Duties

Role and functions

b) For Executive Directors:

Performance as leader

Evaluating Business Opportunity and analysis of Risk Reward Scenarios

Key set investment goal

Professional conduct and integrity

Sharing of information with Board.

Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

29. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

30. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

31. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

The Company has not taken Loan from Director and Relative of Director.

32. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No. Name	Designation	DIN / PAN
1. Ms. Eeti Panchal1	Non-Executive and Non-Independent Director	09723466
2. Mr. Siddharth Patel2	Non-Executive and Independent Director	08766790
3. Mr. Jigneshkumar Ambalia3	Managing Director cum Chairperson	07784782
4. Mr. Savankumar Shingala4	Non-Executive and Non-Independent Director	08548046
5. Ms. Shewtaben Arvindbhai Saparia5	Non-Executive and Independent Director	10083476
6. Mr. Ankitkumar Surendrakumar Agrawal6	Non-Executive and Independent Director	10118085
7. Mr. Pareshbhai Devaiya7	Chief Financial Officer	BSRPP5175K
8. Mr. Jinesh Mistry8	Company Secretary & Compliance Officer	BHFPM5490R
9. Mr. Suraj Dineshbhai Nakrani9	Managing Director cum Chairperson	10703736
10. Mr. Sandeep Sharma10	Non-Executive and Non-Independent	02448618
	Director
11. Mr. Jitendra Pradipbhai Parmar11	Non-Executive and Independent Director	09699769
12. Ms. Riddhiben Kevinkumar Tilva12	Non-Executive and Independent Director	10706085
13. Mr. Bhavinkumar R Sherathia13	Chief Financial Officer	BXGPS0012Q
14. Mr. Vishal Vadhel14	Non-Executive and Independent Director	11167915
15. Mr. Soni Dineshbhai15	Non-Executive and Independent Director	11167902
16. Mr. Pratikkumar Shamjibhai Bhalodiya16	Managing Director	10818984
17. Ms. Pooja Haribhai Gadhavi17	Company Secretary & Compliance Officer	CMWPG8303C

1. Eeti Panchal had resigned from the post of Non-Executive and Non-Independent Director of the Company w.e.f. 10^th May, 2024.

2. Mr. Siddharth Patel had resigned from the post of Non-Executive and Independent Director of the Company w.e.f. 10^th May, 2024.

3. Mr. Jigneshkumar Ambalia had resigned from the post of Managing Director cum Chairperson of the Company w.e.f. 18^th July, 2024.

4. Mr. Savankumar Shingala has changed his designation from the post of Non-Executive and Independent Director to Non-Executive and Non-Independent Director of the Company w.e.f. 10^th May, 2024 and had resigned w.e.f. 18^th July, 2024.

5. Ms. Shewtaben Arvindbhai Saparia has been appointed as Non-Executive and Independent Director of the Company w.e.f. 10^th May, 2024 and had resigned w.e.f. 19^th July, 2024.

6. Mr. Ankitkumar Surendrakumar Agrawal has been appointed as Non-Executive and Independent Director of the Company w.e.f. 10^th May, 2024 and had resigned w.e.f. 19^th July, 2024.

7. Mr. Pareshbhai Devaiya had resigned from the post of Chief Financial Officer of the Company w.e.f. 18^th July, 2024.

8. Mr. Jinesh Mistry had resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 9^th September, 2024.

9. Mr. Suraj Dineshbhai Nakrani has been appointed as Managing Director cum Chairperson of the Company w.e.f. 16^th July, 2024 and had resigned w.e.f. 23^rd November, 2024.

10. Mr. Sandeep Sharma has been appointed as Non-Executive and Non-Independent Director of the Company w.e.f. 16^th July, 2024 and has regularized w.e.f. 20^th August, 2024.

11. Mr. Jitendra Pradipbhai Parmar has been appointed as Non-Executive and Independent Director of the Company w.e.f. 16^th July, 2024.

12. Ms. Riddhiben Kevinkumar Tilva has been appointed as Non-Executive and Independent Director of the Company w.e.f. 16^th July, 2024.

13. Mr. Bhavinkumar R Sherathia has been appointed as Chief Financial Officer of the Company w.e.f. 16^th July, 2024 and had resigned w.e.f. 12^th April, 2025.

14. Mr. Vishal Vadhel has been appointed as an Additional Non-Executive and Independent Director of the Company w.e.f. 25^th June, 2025.

15. Mr. Soni Dineshbhai has been appointed as an Additional Non-Executive and Independent Director of the Company w.e.f. 25^th June, 2025.

16. Mr. Pratikkumar Shamjibhai Bhalodiya has been appointed as Managing Director of the Company w.e.f. 14^th November, 2025.

17. Ms. Pooja Haribhai Gadhavi has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. 9^th September, 2024 and had resigned w.e.f. 27^th May, 2025.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2024-25 and till the date of Boards Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

33. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Vishal Vadhe, Mr. Soni Dineshbhai, Mr. Jitendra Pradipbhai Parmar and Ms. Riddhiben Kevinkumar Tilva, Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act, 2013 and they qualify to be Independent Director. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

34. CORPORATE GOVERNANCE:

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as

Annexure II.

35. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

36. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non - Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

37. AUDITORS:

A. Statutory Auditor:

M/s. A K Ostwal & Co., Chartered Accountants, Ahmedabad, bearing registration number 107200W, were appointed as the Statutory Auditors of the Company for the period of 5 (Five) consecutive years till the conclusion of Annual General Meeting of the Company to be held in the year 2027.

The Auditors report for the Financial Year ended 31^st March, 2025 has been issued with a qualified opinion, by the Statutory Auditors. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Jay Pandya, Proprietor of M/s. Jay Pandya & Associates, Practicing Company Secretaries,

Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure III in Form MR-3.

38. DISCLOSURES:

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held on 29^th May, 2024, 30^th May, 2024, 22^nd July, 2024, 16^th August, 2024, 15^th October, 2025, 14^th November, 2024, 1^st January, 2025 and 5^th February, 2025 the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Riddhiben Kevinkumar Tilva1	Chairperson	7	7
Mr. Jitendra Pradipbhai Parmar2	Member	7	7
Mr. Sandeep Sharma3	Member	7	7
Mr. Savankumar Shingala4	Member	1	1
Mr. Siddharth Patel5	Member	0	0
Ms. Shewtaben Arvindbhai Saparia6	Chairperson	1	1
Ms. Eeti Panchal7	Member	0	0
Mr. Ankitkumar Surendrakumar Agrawal8	Member	1	1

1. Ms. Riddhiben Kevinkumar Tilva has been appointed as Chairperson of the Committee w.e.f. 16^th July, 2024.

2. Mr. Jitendra Pradipbhai Parmar has been appointed as Member of the Committee w.e.f. 16^th July, 2024.

3. Mr. Sandeep Sharma has been appointed as Member of the Committee w.e.f. 16^th July, 2024.

4. Mr. Savankumar Shingala has changed his designation from Chairperson to the Member of the Committee w.e.f. 10^th May, 2024 and resigned w.e.f. 16^th July, 2024.

5. Mr. Siddharth Patel had resigned from the post of Member of the Company w.e.f. 10^th May, 2024.

6. Ms. Shewtaben Arvindbhai Saparia has been appointed as Chairperson of the Committee w.e.f. 10^th May, 2024 and had resigned w.e.f. 16^th July, 2024.

7. Ms. Eeti Panchal had resigned as Member of the Committee w.e.f. 10^th May, 2024.

8. Mr. Ankitkumar Surendrakumar Agrawal has been appointed as Member of the Committee w.e.f. 10^th May, 2024 and had resigned w.e.f. 16^th July, 2024.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration committee, as tabulated below, was held on 10^th May, 2024, 16^th July, 2024, 9^th September, 2024 and 14^th November, 2024 and the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Riddhiben Kevinkumar Tilva1	Chairperson	3	3
Mr. Jitendra Pradipbhai Parmar2	Member	3	3
Mr. Sandeep Sharma3	Member	3	3
Mr. Savankumar Shingala4	Member	1	1
Mr. Siddharth Patel5	Member	0	0
Ms. Shewtaben Arvindbhai Saparia6	Chairperson	0	0
Ms. Eeti Panchal7	Member	1	1
Mr. Ankitkumar Surendrakumar Agrawal8	Member	1	1

1. Ms. Riddhiben Kevinkumar Tilva has been appointed as Chairperson of the Committee w.e.f. 16^th July, 2024.

2. Mr. Jitendra Pradipbhai Parmar has been appointed as Member of the Committee w.e.f. 16^th July, 2024.

3. Mr. Sandeep Sharma has been appointed as Member of the Committee w.e.f. 16^th July, 2024.

4. Mr. Savankumar Shingala has changed his designation from Chairperson to the Member of the Committee w.e.f. 10^th May, 2024 and resigned w.e.f. 16^th July, 2024.

5. Mr. Siddharth Patel had resigned from the post of Member of the Company w.e.f. 10^th May, 2024.

6. Ms. Shewtaben Arvindbhai Saparia has been appointed as Chairperson of the Committee w.e.f. 10^th May, 2024 and had resigned w.e.f. 16^th July, 2024.

7. Ms. Eeti Panchal had resigned as Member of the Committee w.e.f. 10^th May, 2024.

8. Mr. Ankitkumar Surendrakumar Agrawal has been appointed as Member of the Committee w.e.f. 10^th May, 2024 and had resigned w.e.f. 16^th July, 2024.

C. Composition of Stakeholders Relationship Committee:

During the year under review, meetings of members of Stakeholders Relationship committee as tabulated below, was held on 16^th July, 2024 and 22^nd July, 2024 the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Riddhiben Kevinkumar Tilva2	Chairperson	1	1
Mr. Sandeep Sharma1	Member	1	1
Mr. Jitendra Pradipbhai Parmar5	Member	1	1
Ms. Suraj Dineshbhai Nakrani3	Member	0	0
Mr. Savankumar Shingala4	Member	0	0
Mr. Siddharth Patel6	Member	0	0
Ms. Eeti Panchal7	Member	0	0
Ms. Shewtaben Arvindbhai Saparia8	Chairperson	0	0
Mr. Ankitkumar Surendrakumar Agrawal9	Member	0	0
Mr. Ankitkumar Surendrakumar Agrawal9	Member	0	0

1. Mr. Sandeep Sharma has been appointed as Member of the Committee w.e.f. 16^th July, 2024.

2. Mr. Riddhiben Kevinkumar Tilva has been appointed as Chairperson of the Committee w.e.f. 16^th July, 2024.

3. Mr. Suraj Dineshbhai Nakrani has been appointed as Member of the Committee w.e.f. 16^th July, 2024.

4. Mr. Savankumar Shingala has changed his designation from Chairperson to the Member of the Committee w.e.f. 10^th May, 2024 and resigned w.e.f. 16^th July, 2024.

5. Mr. Jitendra Pradipbhai Parmar appointed as Member of the Committee w.e.f. 16^th July, 2024

6. Mr. Siddharth Patel had resigned from the post of Member of the Company w.e.f. 10^th May, 2024.

7. Ms. Eeti Panchal had resigned as Member of the Committee w.e.f. 10^th May, 2024.

8. Ms. Shewtaben Arvindbhai Saparia has been appointed as Chairperson of the Committee w.e.f. 10^th May, 2024 and had resigned w.e.f. 16^th July, 2024.

9. Mr. Ankitkumar Surendrakumar Agrawal has been appointed as Member of the Committee w.e.f. 10^th May, 2024 and had resigned w.e.f. 16^th July, 2024.

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

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the year:

a. number of complaints filed during the financial year - NIL b. number of complaints disposed of during the financial year - NIL c. number of complaints pending as on end of the financial year NIL

40. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

41. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Act in respect of activities carried out by the Company.

42. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e., National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and the Demat activation number allotted to the Company is ISIN: INE104S01022. Presently shares are held in electronic mode.

43. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

44. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

45. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office:	By the Order of the Board of
1309, 13th Floor, D & C Phoenix, Opp.	Sharanam Infraproject and Trading Limited
Aanal Flat, Vijay Cross Road,
Navrangpura, Ahmedabad, Gujarat,
India 380 009
	Sd/-	Sd/-
	Sandeep Sharma	Pratikkumar Shamjibhai Bhalodiya
Place: Ahmedabad	Director	Managing Director
Date: 8th September, 2025	DIN: 01668732	DIN: 07902475