Shradha Realty Ltd Directors Report

Dear Members,

The Board of Directors of Shradha Realty Limited (Formerly known as Shradha Infraprojects Limited) ("the Company" or "SHRADHA") have pleasure in presenting the Twenty Ninth (29th) Annual Report of the Company covering the highlights of the nances, business, and operations of your Company. Also included herein are the Audited Financial Statements of the Company (standalone and consolidated) prepared in compliance with Ind AS accounting standards, for the nancial year ended March 31, 2026.

1. COMPANY INFORMATION: 1.1 FINANCIAL SUMMARY:

The Companys nancial performance (Standalone & Consolidated) during the nancial year ended March 31,

2026 is summarized below:

Financial Results (Standalone & Consolidated)

(Amount in Rs. Lakhs except EPS)

Description	Standalone	Standalone	Consolidated	Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	2032.05	1890.11	11705.14	10905.96
Other Income	1671.08	299.61	2062.99	657.83
Total Income	3703.14	2189.72	13768.13	11563.80
Cost of Goods Sold or services rendered	806.26	634.20	8317.84	7485.66
Purchase of Stock- in- trade	-	11.28	44.39	94.78
Employee Bene ts Expense	61.50	54.98	160.55	79.85
Finance Cost	7.69	9.96	338.73	322.93
Depreciation & Amortization Expenses	61.93	39.33	360.00	412.05
Other Expenses	178.32	98.40	605.81	154.01
Total Expenses	1115.70	848.15	9827.32	8549.29
Pro t / (Loss) before Exceptional Items and Tax	2587.44	1341.57	3940.81	3014.51
Pro t Before Tax	2587.44	1341.57	3940.81	3014.51
Tax Expenses	519.02	370.12	959.94	805.43
Pro t After Tax	2068.42	971.44	2980.87	2209.08
Other Comprehensive Income	-5.42	0.61	-8.19	0.61
Tax expenses
Net Amount
Total Comprehensive Income	2063.00	972.06	2972.67	2209.70
Less- Share of Non-Controlling Interest
Pro t for the year for the owners of the Company
Earnings per share (Basic)	3.17	1.92	4.11	3.20
Earnings per share (Diluted)	3.17	1.92	4.11	3.20

Note: Previous years gures have been regrouped / reclassi ed wherever necessary to correspond with the current

years classi cation / disclosure.

HIGHLIGHTS OF THE COMPANYS FINANCIAL PERFORMANCE:

The highlights of the Companys performance (Standalone) for the nancial ended March 31, 2026 are summarized below: Financial Performance Overview

During the nancial year 2025-26, the Company recorded signi cant improvement in its nancial performance on

both standalone and consolidated basis.

Standalone Performance

The Revenue from Operations increased to 2,032.05 lakhs during FY 2025-26 as compared to 1,890.11 lakhs in FY 2024-25, re ecting a growth of approximately 7.5%.

The Total Income increased substantially to 3,703.14 lakhs from 2,189.72 lakhs in the previous year, mainly due to higher other income during the year, which increased from 299.61 lakhs to 1,671.06 lakhs.

The Total Expenses increased to 1,115.70 lakhs as against 848.15 lakhs in FY 2024-25, primarily due to increase in cost of goods/services rendered, employee bene t expenses and other expenses.

Despite increase in expenses, the Company reported a signi cant rise in pro tability. The Pro t Before Tax (PBT) increased to 2,587.44 lakhs from 1,341.57 lakhs, representing a growth of approximately 93%.

After considering tax expenses of 519.02 lakhs, the Pro t After Tax (PAT) stood at 2,068.42 lakhs compared to 971.44 lakhs in the previous year, registering a growth of approximately 113%.

The Total Comprehensive Income for the year stood at 2,063.00 lakhs as against 972.06 lakhs in FY 2024-25.

The Basic & Diluted Earnings Per Share (EPS) improved to 3.17 per share from 1.92 per share during the previous year.

The highlights of the Companys performance (Consolidated) for the nancial ended March 31, 2026 are

summarized below:

Consolidated Performance

On a consolidated basis, the Revenue from Operations increased to 11,705.14 lakhs during FY 2025-26 from 10,905.96 lakhs in FY 2024-25, showing a growth of approximately 7.3%.

The Total Income increased to 13,768.13 lakhs from 11,563.80 lakhs, supported by growth in revenue and increase in other income.

The Total Expenses increased to 9,827.32 lakhs compared to 8,549.29 lakhs in the previous year, mainly due to higher cost of goods/services rendered, nance costs, employee bene t expenses and other operating expenses.

The Pro t Before Tax increased to 3,940.81 lakhs as against 3,014.51 lakhs in FY 2024-25, re ecting a growth of approximately 30.7%.

After provision for tax of 959.94 lakhs, the Pro t After Tax increased to 2,980.87 lakhs compared to 2,209.08 lakhs in the previous year, registering a growth of approximately 35%.

The Total Comprehensive Income stood at 2,972.67 lakhs as compared to 2,209.70 lakhs in the previous year.

The Basic and Diluted EPS increased to 4.11 per share from 3.20 per share in FY 2024-25.

Key Financial Highlights

Particulars	Standalone Growth	Consolidated Growth
Revenue from Operations	7.5%	7.3%
Total Income	69.1%	19.1%
Pro t Before Tax	92.9%	30.7%
Pro t After Tax	112.9%	34.9%
EPS Growth	65.10%	28.4%

Overall, the Company witnessed strong nancial performance during FY 2025-26, marked by improved pro tability, higher income generation and enhanced earnings per share on both standalone and consolidated basis.

1.2 TRANSFER TO RESERVES:

The amount transferred to Reserves and Surplus (Balance Sheet) as at 31st March 2026 (FY 2025-26) (Previous

Year FY 2024-25) is as follows:-

(Rs. in lakhs)

Particulars	As at 31.03.2026	As at 31.03.2025
Other Equity
Reserves and Surplus:
(a) Securities Premium
Balance as per last balance sheet	1,208.48	1,208.48
Add: Addition during the year	11496.61	-
Total	12,705.08	1,208.48
(b) Amalgamation Reserve
Balance as per last balance sheet	8.11	8.11
Total	8.11	8.11
(c) Surplus in Statement of Pro t and Loss
Balance as per last balance sheet	5355.22	4586.27
Add: Pro t for the year	2068.42	971.44
Less: Dividend Paid (Interim)	(253.12)	(202.49)
Total	7170.52	5,355.22
Total Reserves and Surplus	19883.71	6,571.81
Other Comprehensive Income :
(a) Actuarial Gains on Remeasurement of PVDBO
Balance at the beginning of the period	5.98	5.37
Add: Addition durig the period through OCI	-	0.61
Less: Reduction during the period through OCI	5.42	-
Total	0.56	5.98
TOTAL	19884.28	6577.79

The opening balance as on 01st April, 2025 of Reserves & Surplus Account stood at 6577.79/- Lakhs. After making

adjustments and appropriations, the closing balance as on 31st March 2026 of Reserves & Surplus Account stood at

19,884.28/- Lakhs. The Members are advised to refer the Note No. 16 as given in the nancial statements which forms the part of the Annual Report.

1.3 DIVIDEND :

During the nancial year 2025-26 under review, a nal dividend @ 25% (Twenty Five Percent) i.e. Rs.0.50/- (Rupees Fifty Paisa Only) per Equity Share of face value of Rs.2/- each appropriated from the pro ts of the year 2024 - 2025, and was paid to those members whose names appear on the Register of Members on Friday, 11th July 2025 after approval of the shareholders (members) at their Twenty Eighth (28th) Annual General Meeting held on 08th August, 2025.

Further, Your Directors recommended a nal dividend @ 30% (Thirty Percent) i.e. Rs.0.60/- (Rupees Sixty Paisa Only) per Equity Share of face value of Rs.2/- each appropriated from the pro ts of the year 2025 2026, subject to the approval of the shareholders (members) at the ensuing Twenty Ninth (29th) Annual General Meeting and will be paid to those members whose names appear on the Register of Members on Friday, 21st August, 2026.

1.4 MAJOR EVENTS OCCURRED DURING THE YEAR:

i) STATE OF COMPANYS AFFAIRS.

During the nancial year 2025-26 under review, the Company continued its operations in the ordinary course of business in the real estate development sector. The major events a ecting the a airs of the Company during the year have been appropriately disclosed in the relevant sections of this Boards Report. Except for such events, there were no other material developments relating to the segment-wise position of the business and its operations, capital expenditure programmes, acquisition, merger, expansion, modernization, diversi cation, acquisition or assignment of material intellectual property rights, or any other event having a material impact on the a airs of the Company. ii) CHANGE IN THE NATURE OF BUSINESS:

The Company is primarily engaged in the activities of Real Estate Development. The Company develops residential, commercial, retail and social infrastructure projects. There was no change in nature of the business of the Company, during the year under review. iii) MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT:

Except as disclosed elsewhere in this report, no material changes and commitments which could a ect the Companys nancial position have occurred between the end of the nancial year of the Company and date of this report. The Company continues to monitor changes in the economic and business environment that may have an impact on its operations and nancial position. iv) DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT:

During the year under review, there was no revision of the Financial Statements or the Boards Report of the Company in respect of any previous nancial year. Accordingly, no disclosure is required under Section 131 of the Companies Act, 2013. v) CHANGE IN THE REGISTERED OFFICE OF THE COMPANY: During the year under review, the Registered O ce of the Company was shifted from: "Shradha House Near Shri Mohini Complex, Kingsway, Block No F8, Nagpur 440001, Maharashtra, India" to: "Shradha House Near Shri Mohini Complex, Kingsway, Block No SI-4, Sixth Floor, Kasturchand Park, Nagpur 440001, Maharashtra, India" e ective 01st January, 2026.

The aforesaid change in the Registered O ce was undertaken in accordance with the applicable provisions of the Companies Act, 2013 and the applicable rules made thereunder. The same was intimated to the Registrar of Companies, Maharashtra, Nagpur, as applicable. vi) CHANGE IN THE NAME OF THE COMPANY: During the year under review, the name of the Company was changed from "Shradha Infraprojects Limited" to "Shradha Realty Limited" pursuant to the approval of the Members of the Company at the General Meeting held on 27th December, 2025 and issuance of the fresh Certi cate of Incorporation consequent upon change of name by the Registrar of Companies, Maharashtra, Nagpur on 03rd February, 2026.

Further, the Company has received the approval of National Stock Exchange of India Limited for the change

in name of the Company, with e ect from 27th February, 2026.

The Company has also completed the necessary updates with the concerned authorities, including the Stock Exchanges, Depositories, Registrar and Transfer Agent (RTA), bankers and other relevant stakeholders/records pursuant to the change in name of the Company.

Accordingly, with e ect from the aforesaid approvals, the Company is now known as "Shradha Realty Limited".

2. BROAD INFORMATION:

OVERVIEW OF THE INDUSTRY

The detailed discussion on the overview of the industry is covered under the Management Discussion and Analysis

report has been separately furnished in the Annual Report and forms a part of the Annual Report.

ECONOMIC OUTLOOK

The detailed discussion on the Global Economic outlook is covered under the Management Discussion and Analysis

report has been separately furnished in the Annual Report and forms a part of the Annual Report.

3. ALTERATION OF THE OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE

COMPANY:

During the year under review, the members of the Company, has made the following alteration in the Memorandum

of Association and Articles of Association of the Company.

The Members of the Company at their Second (02/2025-26) Extra-Ordinary General Meeting held on 27th December, 2025 approved alteration of the Name Clause of the Memorandum of Association and

consequential amendments in the Articles of Association of the Company for changing the name of the

Company from "Shradha Infraprojects Limited" to "Shradha Realty Limited".

4. SHARE CAPITAL STRUCTURE :

ISSUANCE OF EQUITY SHARES BY WAY OF RIGHTS ISSUE

(i) Prior the year under review, the Board of Directors of the Company at its meeting held on 31st December, 2024, approved the proposal for issuance of fully paid-up or partly paid-up equity shares of the Company for an amount not exceeding 250 Crores (Rupees Two Hundred Fifty Crores only) by way of a Rights Issue to the eligible equity shareholders of the Company, subject to applicable approvals and compliances.

(ii) Subsequently, at the meeting of the Board of Directors held on 02nd September, 2025, the Rights Issue size was revised and approved for an amount aggregating to approximately 121.50 Crores, comprising of 3,03,74,088 fully paid-up Equity Shares of face value of 2/- each at an issue price of 40/- per Equity Share (including premium of 38/- per Equity Share), in accordance with the applicable provisions of the Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(iii) The Rights Issue opened on 24th September, 2025 and closed on 03rd October, 2025. The Basis of Allotment was approved by National Stock Exchange of India Limited on 06th October, 2025, and thereafter the Board/Committee of Directors approved the allotment of 3,03,74,088 Equity Shares pursuant to the Rights Issue. The Company has completed the necessary corporate actions, lings, listing and other applicable compliances in relation to the aforesaid Rights Issue.

The Capital Structure of the company as on 31st March, 2026 is as follows:

(Rs. In lakhs)

Particulars	As at 31.03.2026		As at 31.03.2025
	No. of		No. of
	Shares	Amount	Shares	Amount
Share Capital
Authorised Share Capital - Equity Shares at
a par value of Rs.2/- (Rs.5/-) each	12,50,00,000	2,500.00	12,50,00,000	2,500.00
Issued, Subscribed and Fully Paid-up
Capital - Equity Shares at a par value of
Rs.2/- (Rs.5/-) each fully paid up	80,997,568	1,619.95	5,06,23,480	1,012.47
TOTAL		1,619.95		1,012.47

4.1 DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with di erential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4.2 DISCLOSURE RELATING TO SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during the year under review and hence no information as

per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

5. CREDIT RATING OF SECURITIES:

During the F.Y. 2025-26 under review, The Company did not issue any securities requiring credit rating during

FY 2025-26.

6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There was no amount liable or due to be transferred to Investor Education and Protection Fund (IEPF) during the

nancial year ended March 31, 2026.

7. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2026, the Board of Directors comprised of 6 (Six) Directors which includes Two (2) Executive Directors, One (1) Non - Executive Director and Three (3) Independent Directors. The overall composition of Board of Directors included one women Director. Further the changes amongst the Board of Director/s including the Executive Director/s and Key Managerial Personnel during the period under review are as follows:- I. CHANGES RELATED TO THE NON EXECUTIVE/ EXECUTIVE DIRECTOR/S:

Pursuant to the applicable provisions of the Companies Act, 2013, the Members of the Company, on the recommendation of the Board of Directors and the Nomination and Remuneration Committee (NRC) of the Board, at their Twenty-Eighth (28th) Annual General Meeting held on 08th August, 2025, consented to reappointment of Mr. Chandrakant Waman Waikar (DIN: 09533456) (Category: Non-Executive, Non-Independent) Director of the Company, who retired by rotation and being eligible o ered himself for reappointment.

II. CHANGES RELATED TO THE NON EXECUTIVE INDEPENDENT DIRECTOR/S:

Re-appointment of Ms. Asha Sampath as an Independent Director

Pursuant to the applicable provisions of the Companies Act, 2013, the Members of the Company, on the recommendation of the Board of Directors and the Nomination and Remuneration Committee (NRC) of the Board, the Members of the Company at the 28th Annual General Meeting held for the nancial year ended March 31, 2025 approved the re-appointment of Ms. Asha Sampath (DIN: 02160962) as an Independent Director of the Company for a second term of 5 (Five) consecutive years commencing from the conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting to be held for the nancial year ending March 31, 2030.

The said re-appointment was made pursuant to the provisions of Sections 149, 152 and other applicable

provisions of the Companies Act, 2013 read with the relevant rules made thereunder and applicable provisions

of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Re-appointment of Mr. Satish Wate as an Independent Director

Pursuant to the applicable provisions of the Companies Act, 2013, the Members of the Company, on the recommendation of the Board of Directors and the Nomination and Remuneration Committee (NRC) of the Board, the Members of the Company at the 28th Annual General Meeting held for the nancial year ended March 31, 2025 approved the re-appointment of Mr. Satish Wate (DIN: 07792398) as an Independent Director of the Company for a second term of 5 (Five) consecutive years commencing from the conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting to be held for the nancial year ending March 31, 2030.

The said re-appointment was made pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(III) CHANGES RELATED TO THE KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, there was no change in the Key Managerial Personnel (KMP) of the Company. In accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel (KMP) of the Company viz:

Sr. No.	Name of KMP	Designation
1.	Mr. Nitesh Vinaykumar Sanklecha	Managing Director & Chief Financial O cer
2.	Mr. Shreyas Sunil Raisoni	Whole-Time Director
3.	Mr. Shrikant Sharad Huddar	Company Secretary & Compliance O cer

IV. CHAIRMAN OF THE BOARD:

During the year under review, there was no change in the Chairman of the Board of Directors of the Company and Mr. Satish Wate Director (Category: Independent, Non-Executive Director) will continue to serve as the Chairman of the Board of Directors of the Company, e ective on June 10, 2021.

V. DIRECTOR RETIREMENT BY ROTATION:

Pursuant to Section 152 of the Act read with the Companies (Appointment and Quali cation of Directors) Rules, 2014 (as amended), Mr. Nitesh Vinaykumar Sanklecha (DIN: 03532145), retires by rotation as Director at the ensuing Annual General Meeting and being eligible, o ers himself for re-appointment. The Board recommends his re-appointment.

A brief resume and other details of the above Director seeking re-appointment are provided in the Notice of AGM.

VI. PROPOSED CHANGES AMONGST DIRECTOR/S PLACED BEFORE THE MEMBERS FOR THEIR APPROVAL : The Board of Directors of the Company, at its meeting held on 13th August, 2026, has proposed the reappointment of the following Directors for a further period of 3 (Three) years, subject to the approval of the

Members of the Company at the ensuing Annual General Meeting:

Mr. Nitesh Vinaykumar Sanklecha (DIN: 03532145), (Category: Executive, Non-Independent), Managing Director & Chief Financial O cer (CFO) of the Company, was initially appointed as Managing Director & CFO

of the Company for a period of 3 (Three) years w.e.f. 05th September, 2020, which was subsequently reappointed by the Members of the Company at the Annual General Meeting held on 24th September, 2022 for a further period of 3 (Three) years w.e.f. 05th September, 2023.

The present term of Mr. Nitesh Vinaykumar Sanklecha as Managing Director & CFO expires on 04th September, 2026. Accordingly, pursuant to the provisions of Section 196 and other applicable provisions of the Companies Act, 2013, the Board of Directors has proposed his re-appointment as Managing Director & CFO of the Company for a further period of 3 (Three) years w.e.f. 05th September, 2026, subject to the approval of the

Members of the Company by way of Special Resolution at the ensuing Annual General Meeting.

Mr. Shreyas Sunil Raisoni (DIN: 06537653), (Category: Executive, Non-Independent), was appointed as Whole-Time Director of the Company for a period of 3 (Three) years w.e.f. 05th September, 2020, which was

subsequently re-appointed by the Members of the Company at the Annual General Meeting held on 24th

September, 2022 for a further period of 3 (Three) years w.e.f. 05th September, 2023.

The present term of Mr. Shreyas Sunil Raisoni as Whole-Time Director expires on 04th September, 2026. Accordingly, pursuant to the provisions of Section 196 and other applicable provisions of the Companies Act, 2013, the Board of Directors has proposed his re-appointment as Whole-Time Director of the Company for a further period of 3 (Three) years w.e.f. 05th September, 2026, subject to the approval of the Members of the Company by way of Special Resolution at the ensuing Annual General Meeting.

VII. STATEMENT OF DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given declarations that they meet the criteria of

independence as laid down under section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations.

VIII.DECLARATION REGARDING NON - APPLICABILITY OF THE DISQUALIFICATION:

During the year under review, the Company has received the written declarations from all the Directors of the Company regarding non-applicability of the disquali cation as mentioned under Section 164 of the Act read with Companies (Appointment and Quali cation of Directors) Rules, 2014. The Board noted the same and further the company obtained the Certi cate from CS Riddhita Agrawal, (ICSI Membership Number FCS 10054 and Certi cate of Practice Number 12917 and Peer Review Certi cate No. 1838/2022), Practicing Company Secretary, Mumbai. IX. COMPOSITION OF THE BOARD DURING FINANCIAL YEAR 2025-26:

The Composition of Board of Directors of the Company during the Financial Year 2025-26 is as follows:

Sr. No.	Name	Designation
1.	Mr. Satish Wate	Chairman- Independent Director
2.	Mr. Nitesh Vinaykumar Sanklecha	Managing Director cum Chief Financial O cer
3.	Mr. Shreyas Sunil Raisoni	Whole-Time Director
4.	Mr. Chandrakant Waman Waikar	Non- Independent Director
5.	Mr. Ravindra Singh Singhvi	Independent Director
6.	Ms. Asha Sampath	Independent Director
7.	Mr. Shrikant Sharad Huddar	Company Secretary & Compliance O cer

X MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review total Eight (8) Board Meetings were held and the interval between two

consecutive Board Meetings did not exceed 120 days. The Board meetings were held on:

Sr. No. of Meeting	Day	Date
01/2025-26	Wednesday	28th May, 2025
02/2025-26	Thursday	7th August, 2025
03/2025-26	Tuesday	2nd September, 2025
04/2025-26	Wednesday	10th September, 2025
05/2025-26	Monday	6th October, 2025
06/2025-26	Tuesday	11th November, 2025
07/2025-26	Wednesday	3rd December, 2025
08/2025-26	Friday	13th February, 2026

The details of Board Meetings are provided in the Corporate Governance Report forming part of this Annual Report.

(XI) COMMITTEES OF THE BOARD:

The Board has established the following Committees:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Grievances and Relationship Committee

4. Corporate Social Responsibility Committee

5. Management Committee

The compositions of the Committees during the Financial Year 2025-26 are detailed below:

Sr. No.	Name of Committee Members	Audit Committee	Nomination & Remuneration Committee	Stakeholders Grievances & Relationship Committee	Corporate Social Responsibility Committee	Management Committee
1.	Mr. Satish Wate	Chairman	Member	Member	-	-
2.	Mr. Nitesh Vinaykumar
	Sanklecha	-	-	-	Chairman	Chairman
3.	Mr. Chandrakant Waman
	Waikar	Member	Member	Member	Member	Member
4.	Mr. Ravindra Singh Singhvi	Member	Chairman	Member	Member	-
5.	Mrs. Asha Sampath	Member	Member	Chairperson	-	-
6.	Mr. Shreyas Sunil Raisoni	-	-	-	Member	Member

The detailed disclosures of all the Committees of the Board of Directors are provided in the Corporate Governance

Report forming part of this Annual Report.

XII. RECOMMENDATIONS OF AUDIT COMMITTEE:

There is no occasion wherein the board of directors of the Company has not accepted any recommendations of the Audit committee of the Company during the nancial year 2025-26. As such, no speci c details are required to be given or provided. XIII. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS: The highlights of the Familiarization Programme are explained in the Corporate Governance Report forming part of this Annual Report and are also available on the Companys website: www.shradhainfra.in XIV. BOARD EVALUATION: In pursuant to the provisions of Section 134(3) (p) of the Act, the Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. The Board and the Nomination and Remuneration Committee carried out an annual evaluation of the performance of the Board, its Committees and individual Directors, including the Chairman.

The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted based on the evaluation parameters such as Board composition and Structure, e ectiveness of the Board, participation at meetings, awareness, observance of governance, and quality of contribution, etc.

XV APPOINTMENT AND REMUNERATION POLICY :

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted a policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. The detailed features of Remuneration Policy are stated in the Report on Corporate Governance forming part of this Annual Report.

XVI PARTICULARS OF EMPLOYEES:

The disclosures pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure I", which forms part of the Boards Report.

XVII DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

None of the employee of your Company, who was employed throughout the nancial year, was in receipt of remuneration in aggregate of Rupees One Crore and Two Lakhs or more or if employed for the part of the nancial year was in receipt of remuneration of Rupees Eight Lakh & Fifty Thousand or more per month.

XVIII REMUNERATION RECEIVED BY MANAGING DIRECTOR / WHOLE TIME DIRECTOR FROM HOLDING OR

SUBSIDIARY COMPANY:

The Company does not have any Holding Company. Further, Mr. Nitesh Vinaykumar Sanklecha, Managing Director & CFO (DIN: 03532145), also holds the position of Managing Director in the Material Subsidiary of the Company, Active Infrastructures Limited, and has received remuneration from the said subsidiary during the Financial Year 2025-26.

However, none of the Whole-time Directors of the Company have received any remuneration from any of its subsidiaries during the Financial Year 2025-26.

XIX DIRECTORS RESPONSIBILITY STATEMENT:

During the year under review, the Audited Financial Statements of the Company for the year under review are in conformity with the requirements of the Act read with the rules made thereunder and the Accounting Standards. To the best of their knowledge and ability, the Board of Directors makes the following statements in terms of Section 134 of the Act: (a) that in the preparation of the Annual Accounts for the year ended March 31, 2026, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as at March 31, 2026 and of the pro t of the Company for the year ended on that date; (c) that the Directors have taken proper and su cient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the directors have prepared the annual accounts on a going concern basis; (e) the directors have laid down internal nancial controls to be followed by the Company and that such internal nancial controls are adequate and were operating e ectively; and (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e ectively.

XX MEETINGS OF THE MEMBERS

Particulars of the 28th Annual General Meeting

th th

The 28 Annual General Meeting of the Company for the nancial year 2024-2025 was held on 8 August, 2025 through Video Conferencing / Other Audio Visual Means at the deemed venue at the Registered O ce of the Company situated at "Shradha House, Near Shri Mohini Complex, Kingsway, Block No. F/8, Nagpur 440001, Maharashtra, India."

Sr. No. Type of Resolution	Resolution
1 Ordinary Resolution	To receive, consider and adopt the Audited Financial Statements (Standalone & Consolidated) of the Company for the nancial year ended 31 March, 2025, including the Balance Sheet as at 31 March, 2025, Statement of Pro t and Loss and Cash Flow Statement for the nancial year ended 31 March, 2025, together with the Boards Report and Report of the Statutory Auditors thereon including annexures thereto.
2 Ordinary Resolution	To declare nal dividend @ 25% i.e. 0.50/- (Rupees Fifty Paisa Only) per equity
	share of 2/- each for the nancial year 2024-2025.
3 Ordinary Resolution	To appoint a Director in place of Mr. Chandrakant Waman Waikar (DIN: 09533456), who
	retires by rotation and being eligible, o ers himself for re-appointment.
4 Ordinary Resolution	To approve the appointment of M/s. V. K. Surana & Co., Chartered Accountants,
	Nagpur as Statutory Auditors of the Company for a term of 5 (Five) years
	commencing from the nancial year 2025-2026 to 2029-2030.
5 Ordinary Resolution	Appointment of Secretarial Auditor of the Company for the rst xed term of
	5 (Five) consecutive years i.e. from nancial year 2025-26 till nancial year
	2029-2030, for issuance of Secretarial Audit Report for the said period.
6 Special Resolution	Re-appointment of Ms. Asha Sampath (DIN: 02160962) as an Independent
	Director of the Company.
7 Special Resolution	Re-appointment of Mr. Satish Wate (DIN: 07792398) as an Independent Director
	of the Company.

(a) Particulars of the Extra-Ordinary General Meeting of the Company held during the year

During the nancial year 2025-26 the Company has conducted following Extraordinary General Meeting: The Extraordinary General Meeting of the Company was held on Saturday, 27th September, 2025 through Video Conferencing/Other Audio Visual Means at the deemed venue at the Registered Of ce of the Company situated at "Shradha House, Near Shri Mohini Complex, Kingsway, Block No. F/8, Nagpur 440001, Maharashtra, India."

Sr. No. Type of Resolution	Resolution
1 Ordinary Resolution	To consider and approve related party transactions between the Company and its
	Wholly Owned Subsidiary Company i.e. Suntech Infra Estate Nagpur Private Limited.
2 Ordinary Resolution	To consider and approve related party transactions between the Listed Material
	Subsidiary of the Company i.e. Active Infrastructures Limited with their Subsidiary
	i.e. Digvijay Shradha Infrastructure Private Limited.
3 Ordinary Resolution	To consider and approve related party transactions between the Listed Material
	Subsidiary of the Company i.e. Active Infrastructures Limited with their Subsidiary
	Achievers Ventures Private Limited.
4 Ordinary Resolution	To consider and approve related party transactions between the Listed Material
	Subsidiary of the Company i.e. Active Infrastructures Limited with their Subsidiary -
	Solus Ventures LLP.
5 Ordinary Resolution	To consider and approve related party transactions between the Step-down
	Subsidiary of the Company i.e Digvijay Shradha Infrastructure Private Limited with
	their Related Party i.e Digvijay Construction Private Limited.
6 Ordinary Resolution	To consider and approve related party transactions between the Step Down
	Subsidiary of the Company i.e Achievers Ventures Private Limited with their Related
	Party i.e Jain Engineering Works (India) Private Limited.

Extraordinary General Meeting held on Saturday, 27th day of December, 2025 through video conferencing / other audio visual means at the deemed venue at the Registered O ce of the Company at - "Shradha House, Near Shri Mohini Complex, Kingsway, Block No F/8 Nagpur 440001, Maharashtra, India.

Sr. No. Type of Resolution	Resolution
1 Ordinary Resolution	Approval for acquisition of preference shares of Suntech Infraestate Nagpur
	Private Limited from Riaan Ventures Private Limited (Related Party Transaction).
2 Special Resolution	To consider and approve Change of Name of the Company from SHRADHA
	INFRAPROJECTS LIMITED to SHRADHA REALTY LIMITED :

POSTAL BALLOT CONDUCTED DURING THE YEAR

The Board of Directors of the Company at its Board Meeting held on 13th February, 2026, approved the proposal to conduct a Postal Ballot by remote e-voting process, to seek approval of the Members on the following special business, as set out in the notice of the Postal Ballot dated 13th February, 2026.

Sr. No. Type of Resolution	Resolution
1 Ordinary Resolution	Approval for related party transactions between the Company and its Wholly
	Owned Subsidiary Company i.e. Suntech Infra Estate Nagpur Private Limited.

The remote e-voting period commenced on 9.00 a.m. IST on Thursday, 19th February 2026 to5.00 p.m. IST on Friday 20th March 2026, both days inclusive. Post conclusion of the remote e-voting period on Friday 20th March 2026, based on the analysis of votes, the Scrutinizer submitted her report dated 23rd March 2026, addressed to the Chairman of the Company in the prescribed format. Based on the Report, the resolutions set out in the Postal Ballot Notice were passed with requisite majority on 23rd March 2026. The results were declared on 23rd March 2026.

8. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES : 8.1 SUBSIDIARIES COMPANIES:

During the year under review, the Company has Three (3) Subsidiary Companies and Two (2) Fellow Subsidiary Companies. The details are given below:

DETAILS OF SUBSIDIARIES COMPANIES:

(A) MRUGNAYANI INFRASTRUCTURES PRIVATE LIMITED (MIPL)

CIN: U45200MH2008PTC180766

The Company has 51% equity stake in Mrugnayani Infrastructures Private Limited, thus according to Section 2(86) of the Companies Act, 2013, it became a subsidiary of the Company w.e.f. March 31, 2017.

During the year under review, the total revenue of Mrugnayani Infrastructures Private Limited was Rs. 16.44/- in 2025-26 compared to 40.32/- in 2024-25. The Net Pro t/ (loss) after tax for the year 2025-26 was Rs. (1.33)/- as against Rs. 0.43/- in the year 2024-25. (Rs. In lakhs)

(B) SUNTECH INFRAESTATE NAGPUR PRIVATE LIMITED (SINPL)

CIN: U70102MH2012PTC228897

The Company has 100% equity stake in SINPL, thus according to Section 2(86) of the Companies Act, 2013, it became a Wholly - Owned Subsidiary of the Company w. e. f. February 20, 2018.

During the year under review, the total revenue of Suntech Infraestate Nagpur Private Limited was Rs. 0.56/- in 2025-26 compared to 471.40/- in 2024-25. The Net Pro t/ (loss) after tax for the year 2025-26 was Rs. (7.47)/- as against Rs. 115.53/- in the year 2024-25. (Rs. In lakhs)

(C) ACTIVE INFRASTRUCTURES LIMITED (AIL) (Formerly known as Active Infrastructures Private Limited)

CIN: L45200MH2007PLC174506

The Company has 71.63% equity stake in Active Infrastructures Limited, thus it became the Subsidiary of the Company as per section 2(86) of the Companies Act, 2013 w.e.f. April 23, 2024.

During the year under review, the total revenue of Active Infrastructures Limited was Rs. 4496.77/- in 2025-26 compared to Rs. 3663.10/- in 2024-25. The Net Pro t/ (loss) after tax for the year 2025-26 was Rs. 1,010.36/- as against Rs. 568.74/- in the year 2024-25. (Rs. In lakhs)

DETAILS OF FELLOW SUBSIDIARIES COMPANIES: (D) ACHIEVERS VENTURES PRIVATE LIMITED (AVPL)

The Listed material subsidiary Company " Active Infrastructures Limited " has 100% equity stake in "Achievers Ventures Private Limited", thus it became the Wholly Owned Subsidiary of the listed material subsidiary Company and Fellow Subsidiary of the Company, as per section 2(86) of the Companies Act, 2013 w.e.f. 04th February, 2022.

During the year under review, the total revenue of Achievers Ventures Private Limited was Rs. 54.92/- in 2025-26 compared to Rs. 97.63/- in 2024-25. The Net Pro t/ (loss) after tax for the year 2025-26 was Rs. 7.23/- as against loss of Rs. 9.92/- in the year 2024-25. (Rs. In lakhs)

(E) DIGVIJAY SHRADHA INFRASTRUCTURE PRIVATE LIMITED :

The Listed material subsidiary Company " Active Infrastructures Limited " has 50.50% equity stake in "Digvijay Shradha Infrastructure Private Limited", thus it became the Subsidiary of the listed material subsidiary Company and Fellow Subsidiary of the Company, as per section 2(86) of the Companies Act, 2013 w.e.f. 09th June, 2022.

During the year under review, the total revenue of Digvijay Shradha Infrastructure Private Limited was Rs. 5636.59/- in 2025-26 as compared to Rs. 5289.15/- in 2024-25. The Net Pro t/ (loss) after tax for the year 2025-26 was Rs.10.87/- as compared to 731.86/- in 2024-25 (Rs. In lakhs)

8.2 MATERIAL SUBSIDIARIES:

The Board of Directors of the Company has approved Policy for determining material subsidiaries in line with the Listing Regulations. The Policy has been available on the Companys website: www.shradhainfra.in.

As per the Companies policy for determining material subsidiaries in line with the thresholds laid down under the SEBI Listing Regulations, the Suntech Infraestate Nagpur Private Limited (SINPL) and Active Infrastructures Limited (AIL) ("Subsidiary Companies") are classi ed as the Material Subsidiaries of the Company, as the income/ net worth exceeds ten percent of the consolidated income/ net worth of the listed entity and its subsidiaries in the immediately preceding accounting year.

8.3 CONSOLIDATED FINANCIAL STATEMENTS:

The Board of Directors of the Company at its meeting held on May 30, 2026 approved the Audited Consolidated Financial Statements together with the Auditors Report thereon for the Financial Year ended March 31, 2026 forms part of the Annual Report. Pursuant to Section 129(3) of the Act, a Statement containing salient features of the nancial statements of each of the Subsidiaries of the Company in the prescribed Form AOC-1 is attached which forms part of the Financial Statements.

8.4 JOINT VENTURES / ASSOCIATE COMPANIES:

During the year 2025-26, the Company does not have any Joint Ventures/ Associate Company.

9. PUBLIC DEPOSITS :

The Company has neither invited nor accepted any deposits falling under the ambit of Section 73 of the Act and the Companies (Acceptance of Deposit) Rules, 2014 framed thereunder during the year under review.

10. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED:

The particulars of loans given, investments made, guarantees given or security provided under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given under notes to the Financial Statements, which forms part of this Annual Report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

During the nancial year under review, all contracts / arrangements entered into by the Company with related parties were in the ordinary course of business and on an arms length basis.

There are no materially signi cant related party transactions that may have potential con ict with the interest of the Company at large except Advance of Loans / Investment in Wholly Owned Subsidiary of the Company.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Companys website: www.shradhainfra.in.

Pursuant to Section 134(3)(h) of the Act read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014, disclosures of Related Party Transactions in the prescribed Form AOC-2 is attached as "Annexure II", which forms part of the Boards Report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with Section 135 of the Act, the Company has a Corporate Social Responsibility (CSR) Committee. The details of CSR Committee are stated in the Report on Corporate Governance forming part of this Annual Report.

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy is available on the Companys website: www.shradhainfra.in.

An Annual Report on CSR Activities of the Company for the Financial Year 2025-26 is annexed as "Annexure III" which forms part of the Boards Report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

(A) CONSERVATION OF ENERGY :

(i) The Steps taken or impact on conservation of energy:

The Company lays great emphasis on savings in the cost of energy consumption. Therefore, achieving reduction in per unit consumption of energy is an ongoing exercise in the Company. The e ective measures like education, training, publicity, messaging through use of social media have been taken to minimize the loss of energy as far as possible.

The Company does not have any internal generation of power (captive, surplus or otherwise) and the amount spent during the nancial year 2025-26 is Rs NIL/-.

(ii) Steps taken by the Company for utilizing alternate sources of energy:

Presently, the Company does not have any alternate sources of energy for internal generation of power (captive, surplus or otherwise). However, the management of the Company is exploring an alternative source of energy like solar, wind, thermal or otherwise for internal generation of power for captive purposes.

(iii) The Capital investment on energy conservation equipment:

The Company has not made any capital investment on energy conservation equipment/s.

(B) TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

(i) The e orts made towards technology absorption:

The Company is always in pursuit of nding the ways and means to improve the performance, quality and cost e ectiveness of its services. The technology used by the Company is updated as a matter of continuous exercise.

(ii) The bene ts derived like product improvement, cost reduction, product development or import substitution:

As the Company is in service industry, there is no question of product improvement, product development or import substitution. Moreover, the Company has not derived any material bene ts in cost reduction against technology absorption.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the nancial year) :

The Company has not imported any technology during the last three years reckoned from the beginning of the nancial year.

(iv) The expenditure incurred on Research and Development:

The Company does not have a separate independent research and development activity. As such, no material amount of expenditure was incurred on research and development activity of the Company.

(C) FOREIGN EXCHANGE EARNINGS / OUTGO

During the nancial year 2025-26 under review, there are no foreign exchange earnings and outgo.

14. RISKS MANAGEMENT :

In terms of the provisions of Regulation 17 of the Listing Regulations, the Company has framed a Risk Management Policy, for assessment and minimization of risk.

Risk Management Policy enables the Company to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. The Board members are informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company.

The details of Risk Management Policy are available on the Companys website: www.shradhainfra.in.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:

Pursuant to the provisions of Section 177 of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism that enables the directors, employees and other stakeholders to report genuine concerns.

The details of Vigil Mechanism are provided in the Corporate Governance Report forming part of this Annual Report.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no signi cant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

17. AUDITORS :

A. STATUTORY AUDITOR AND THEIR REPORTS:

In compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Paresh Jairam Tank & Co., Chartered Accountants, Nagpur (Firm Registration No. 139681W) were re-appointed as Statutory Auditors of the Company by the Members at their 23rd Annual General Meeting held on 30th September, 2020 for their second term of 5 (Five) consecutive years to hold o ce till the conclusion of the 28th Annual General Meeting of the Company.

As per the provisions of Section 139 of the Companies Act, 2013, a listed Company cannot appoint or reappoint an audit rm as Statutory Auditors for more than two terms of ve consecutive years. Accordingly, the second term of M/s. Paresh Jairam Tank & Co., Chartered Accountants, Nagpur (Firm Registration No. 139681W) as Statutory Auditors of the Company concluded at the conclusion of the 28th Annual General Meeting.

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company, based on the recommendation of the Audit Committee, and subject to the further approval by members in the ensuing 28th Annual General Meeting, approved the appointment of M/s. V. K. Surana & Co., Chartered Accountants, Nagpur (Firm Registration No. 110634W) as the Statutory Auditors of the Company for their rst term of 5 (Five) consecutive years to hold o ce from the conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting of the Company, i.e. for the nancial years 2025-26 to 2029-30.

The Members of the Company at the 28th Annual General Meeting held on 8th August, 2025 approved the appointment of M/s. V. K. Surana & Co., Chartered Accountants, Nagpur (Firm Registration No. 110634W) as the Statutory Auditors of the Company for a term of 5 (Five) consecutive years commencing from the nancial year 2025-26 to 2029-30.

M/s. V. K. Surana & Co., Chartered Accountants, Nagpur (Firm Registration No. 110634W), have furnished their consent and con rmed their eligibility for appointment as Statutory Auditors of the Company under Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The Audit Committee and the Board of Directors have recommended their appointment considering their credentials, experience and proven track record.

The Statutory Auditors Report on the Financial Statements of the Company for the nancial year ended 31st March, 2026 does not contain any quali cation, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore, do not call for any further explanation(s) by the Company.

EXPLANATIONS BY THE BOARD ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR

DISCLAIMER MADE:

The Auditors Report for nancial year 2025-26 does not contain any quali cation, reservation or adverse remark. The Auditors Report is enclosed with the nancial statements in this Annual Report.

During the year under review,

1) The observation(s) made by the Statutory Auditor in their Report are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

2) The Auditors Report does not contain any reservation, quali cation, disclaimer or adverse remarks.

3) The Statutory Auditor has not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act.

B. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, CS Riddhita Agrawal, Company Secretary in Practice (Certi cate of Practice No. 12917) was appointed as the Secretarial Auditor of the Company for the nancial year 2025-26.

Further, pursuant to SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024 and in compliance with the amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the appointment of Secretarial Auditor is required to be made for a continuous term of ve nancial years.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors of the Company and subject to the further approval by members in the ensuing 28th Annual General Meeting, approved the appointment of Ms. Riddhita Agrawal, Practicing Company Secretary, as the Secretarial Auditor of the Company for a continuous term of ve (5) nancial years commencing from FY 2025-26 to FY 2029-30, subject to approval of the Members of the Company.

The Members of the Company at the 28th Annual General Meeting held on 8th August, 2025 approved the appointment of Ms. Riddhita Agrawal, Company Secretary in Practice (Certi cate of Practice No. 12917) as the Secretarial Auditor of the Company for a continuous term of ve (5) nancial years commencing from FY

2025-26 to FY 2029-30.

Ms. Riddhita Agrawal has furnished her consent, quali cation and eligibility and con rmed that she is not disquali ed for appointment as the Secretarial Auditor of the Company.

The Secretarial Audit Report in Form No. MR-3 submitted by CS Riddhita Agrawal, Company Secretary in Practice (Certi cate of Practice No. 12917) for the nancial year 2025-26 does not contain any adverse remarks or quali cations and is self-explanatory. Accordingly, no further explanation(s) by the Company is required. The Secretarial Audit Report in Form No. MR-3 is annexed as "Annexure IV" to this Boards Report and forms part of the Annual Report.

C. SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY:

For the nancial year 2025-26, SUNTECH INFRAESTATE NAGPUR PRIVATE LIMITED (SINPL) is the material unlisted subsidiary and ACTIVE INFRASTRUCTURES LIMITED (AIL) is the material Listed subsidiary of the Company. As per Regulation 24A of SEBI Listing Obligation and Disclosure Requirements, 2015, the Secretarial Audit of the material subsidiaries mentioned above has been conducted for the nancial year 2025-26 by Practicing Company Secretary. None of the said Audit Reports contain any quali cation, reservation or adverse remark or disclaimer. The Secretarial Audit Reports of material subsidiaries for the nancial year ended 31st March, 2026, are annexed herewith and marked as Annexure- V to this Report.

D. INTERNAL AUDITOR / INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and on recommendation of Audit Committee, M/s. V. K. Surana & Co., Chartered Accountants, Nagpur (Firm Registration No. 110634W) were appointed as the Internal Auditors of the Company to periodically audit the adequacy and e ectiveness of the internal controls laid down by the management and suggest improvements.

The Company ensures reliability in conducting its business, precision & comprehensiveness in maintaining accounting records and anticipation and detection of frauds and errors. There were no adverse remarks or quali cation on accounts of the Company marked by the Internal Auditors.

E. COST AUDITORS :

The provisions of Cost Audit as prescribed under Section 148 of the Act and the rules framed thereunder are not applicable to the Company.

F. DISCLOSURES AS MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF

THE COMPANIES ACT, 2013

The Company does not fall under the preview of section 148 of the Companies Act, 2013, and hence it is not required to maintain any cost records and accordingly such accounts and records are not made and maintained by the company.

18. EXPLANATIONS IN RESPONSE TO AUDITORS QUALIFICATIONS:

The Audit Report/s submitted by the Statutory Auditors, Secretarial Auditors and Internal Auditors of the Company, for the FY 2025-26, do not contain any quali cation or adverse remarks. The observations made by all the Auditors in their respective Report/s are self-explanatory and as such, do not call for any explanations.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the nancial year 2025-26 under review, the Company was in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) & on Dividend (SS-3). Further, the Company has to the extent voluntarily adopted for the compliance of Secretarial Standard (SS-4) on report of the Board of Directors for the

22

nancial year ended on 31st March, 2026.

20. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY & BANKRUPTCY

CODE, 2016 (IBC):

During the FY 2025-26 under review, no such event occurred by which Corporate Insolvency Resolution Process can be initiated under the Insolvency And Bankruptcy Code, 2016 (IBC). As such, no speci c details are required to be given or provided.

21. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION

WHILE AVAILING LOAN FROM BANKS FINANCIAL INSTITUTIONS:

During the FY 2025-26 under review, there has been no One Time Settlement (OTS) of Loans taken from Banks and Financial Institutions.

22. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the FY 2025-26 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such, no speci c details are required to be given or provided.

23. ANNUAL RETURN:

The Annual Return in Form MGT-7 for the nancial year ended 31st March, 2026, is available on the website of the Company at www.shradhainfra.in

24. OTHER DISCLOSURES :

- AUDITED FINANCIAL STATEMENTS - STANDALONE & CONSOLIDATED:

For the FY 2025-26 under review, the Company has prepared the audited nancial statements on standalone as well as consolidated basis after incorporating the share of pro t or loss from its subsidiary companies namely Mrugnayani Infrastructures Private Limited (MIPL) Suntech Infraestate Nagpur Private Limited (SINPL) & Active Infrastructures Limited (AIPL) and Step Down Subsidiaries i.e. Achievers Ventures Private Limited and Digvijay Shradha Infrastructures Private Limited.

- MATERIAL DEVELOPMENT IN HUMAN RESOURCES:

During the FY 2025-26 under review, industrial relations remained cordial. Employees competencies and skills were enhanced by exposing them to several internal and external training programme/s. A number of measures were taken to improve motivation level of employees. Additional e orts are continued to be implemented with a view to obtain commitment and loyalty towards the organisation.

-INDUSTRIAL RELATIONS:

The Company continued to maintain cordial and harmonious industrial relations throughout the nancial year. The management rmly believes that its employees are its most valuable asset and remains committed to providing a safe, healthy, and conducive work environment. Various initiatives relating to employee welfare, skill development, statutory compliance, and workplace safety were undertaken during the year to enhance employee engagement and operational e ciency.

During the year under review, the Company did not experience any signi cant industrial unrest or labour disputes, and industrial relations remained cordial at all its o ces and project locations.

-HEALTH, SAFETY AND ENVIRONMENT

The Company is committed to maintaining high standards of health, safety, and environmental protection across all its operations. Adequate safety measures, periodic safety awareness programmes, toolbox talks, and site inspections are conducted to promote a culture of safety among employees and contractors. The Company continues to comply with applicable health, safety, and environmental laws and strives to continually improve its safety performance through regular monitoring and preventive measures.

25. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:

-STATEMENT OF DEVIATIONS AND VARIATIONS:

Pursuant to Regulation 32(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company con rms that there has been no deviation or variation in the utilization of the proceeds raised through the Rights Issue. The unutilized amount, if any, as at March 31, 2026, is being utilized in accordance with the objects stated in the Letter of O er.

-MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of the Annual Report.

-LISTING OF SHARES:

The equity shares of the Company have been listed and actively traded on the National Stock Exchange (Capital Market Segment - Main Board) e ective 22nd October, 2020. There was no occasion wherein the equity shares of the Company have been suspended for trading during the nancial year 2025-26.

-CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance practices or requirements as set out in the Listing Regulations by the SEBI, enforced through the National Stock Exchange .The Company has also implemented several best Corporate Governance practices as prevalent globally. Your Board of Directors are pleased to report that your Company has complied with the SEBI Guidelines on Corporate Governance for the Financial Year 2025-26 ended as of 31st March, 2026 relating to the Listing Regulations. The details regarding Board and its Committee meetings, Policy for Appointment of Directors, Remuneration policy for Directors and KMPs, Induction, training and familiarization programmes for Directors including Independent Directors and such other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Boards Report. Certi cates from CS Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS

10054 & Certi cate of Practice No. 12917 & Peer Review Certi cate No 1838/2002) con rming compliance with conditions as stipulated under Listing Regulations and Non-disquali cation of Directors are annexed to the corporate governance Report, which form an integral part of the Boards Report of the Company.

The Copy of Report on Corporate Governance is enclosed as Annexure- VII. 26. OTHER MATTERS : (A) DEMATERIALISATION OF SHARES:

As on 31st March 2026, the entire 100% issued, subscribed and paid-up share capital i.e. 80,997,568 equity shares of the Company were held in dematerialised form through depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

(B) PAYMENT OF LISTING AND DEPOSITORIES FEES:

The Company, has duly paid the requisite annual listing fees for the FY 2025-26, to the National Stock Exchange of India Limited (NSE).

The Company, has also duly paid the requisite annual custodian and other fees for the FY 2025-26, to the National Securities Depository Limited (NSDL) and Central Depository Service India) Limited (CDSIL).

(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING

AND OTHER CODE AND POLICIES OF THE COMPANY:

Your Board of Directors are pleased to report that your Company has complied with the:-

Dividend Distribution Policy

(https://drive.google.com/ le/d/1th_cvVwo11-oO7U2r0qD5VKWVM8iX6x6/view)

Policy for Enquiry in case of Leak of UPSI

Nomination & Remuneration Policy

Code of Practice for Fair Disclosure of UPSI

Authorisation to Key Managerial Personnel

Policy on Document Preservation

Policy For Determining Material Subsidiary

Policy For Determination of Materiality of Event & Info

Familiarisation Programme For Independent Directors

Corporate Social Responsibility Policy

Code of Business Principles & Conduct

Code For Prohibition of Insider Trading

T & C of Appointment of Independent Directors

Risk Management Policy

Policy on Materiality of Related Party Transaction

Whistleblower Policy

Policy on Anti-Sexual Harassment

The aforesaid code/s and policy (ies) are available on the Companys website www.shradhainfra.in

27. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed of during the FY 2025-26:-

(a) Number of complaints pending at the beginning of the year	NIL
(b) Number of complaints received during the year	NIL
(c) Number of complaints disposed-o during the year	NIL
(d) Number of cases pending at the end of the year	NIL

28. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company con rms that it has followed the Maternity Bene t Act, 1961. All eligible women employees received the required bene ts, including paid leave, continued salary and service, and post-maternity support like nursing breaks and exible work options.

29. DATA PRIVACY, DATA PROTECTION, AND CYBER SECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance on digital infrastructure, the Company has implemented comprehensive cybersecurity and data protection policies, aligned with industry best practices and the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.

Key initiatives undertaken during the year include:

Deployment of end-to-end encryption and multi-layered security protocols for data storage and transfer.

Regular cybersecurity internal audits and vulnerability assessments.

Employee training programs on data protection and cybersecurity awareness.

Strict access control mechanisms and implementation of role-based permissions.

Data breach response protocols in accordance with the CERT-In guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information and business continuity.

30. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

Pursuant to the Companies (Audit and Auditors) Second Amendment Rules, 2021, Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended, mandates that for the nancial year commencing on or after April 1, 2023, the statutory auditor shall report on whether the company is maintaining an audit trail (edit log) in its accounting software and whether the same has been operated throughout the year for all transactions recorded in such software.

The Company has implemented accounting software that maintains an audit trail in compliance with the said requirements. The audit trail feature has been enabled and operational throughout the nancial year, and it has not been tampered with. The statutory auditors have con rmed compliance with this requirement in their audit report for the nancial year.

31. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Companies (Management and Administration) Rules, 2014, every company which has a share capital or which otherwise maintains a register of members is required to appoint a designated person responsible for furnishing, extending, or authenticating information with respect to bene cial ownership and related matters, as may be required under the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Company has duly appointed Mr. Shrikant Sharad Huddar, Company Secretary and Compliance O cer, as the designated person for this purpose, and the details have been internally recorded for compliance. This appointment ensures adherence to the applicable requirements under Rule 9 of the said Rules.

32. OBTAINING ISIN BY NON-SMALL COMPANIES - COMPANIES (PROSPECTUS AND ALLOTMENT OF

SECURITIES) SECOND AMENDMENT RULES, 2023 OF THE COMPANIES ACT 2013.

The Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023, require all non-small companies to obtain an International Securities Identi cation Number (ISIN) for their securities to ensure better transparency, traceability, and marketability.

The Company, being a public company, had already obtained the ISIN INE715Y01031 for its equity shares and is fully compliant with the above-mentioned requirement. No further action was required under the amended rules.

CAUTIONARY STATEMENT

Certain statements in the Boards Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could di er from those expressed or implied. Important factors that could make a di erence to the Companys operations include labour and material availability, and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

ACKNOWLEDGMENT:

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI), Auditors, Advisors & Consultants, other Intermediary service provider/s and other Investor/s for their continuous support for the working of the Company. The Board of Directors also take this opportunity to extend its sincere thanks for co-operation and assistance received by the Company from the Central State Local Government and other regulatory authorities, Bankers and Members.

The Directors also record their appreciation of the dedication of all the employees at all levels for their support and commitment to ensure that the Company continues to grow.