Shree Krishna Infrastructure Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their 35 th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The Boards Report shall be prepared based on the standalone financial statements of the company.

(Amount in Lak s)

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
Revenue from operation	79.55	86.72
Other Income	4.57	0.10
Total revenue	84.13	86.82
Total Expense (excluding Depreciation)	74.29	77.41
Gross Profit before depreciation and tax	9.84	9.41
Depreciation	5.23	5.24
Net Profit before tax	4.61	4.18
Tax Expense	1.16	1.05
Net Profit After Tax	3.45	\u201c 3B
Earning Per Shares (EPS)
Basic	0.03	0.03
Diluted	0.03	0.03

STATE OF COMPANYS AFFAIRS & FUTURE OUTLOOKS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014.

During the year ended March 31, 2025, the Company recorded total revenue of ?84.13 lakhs as against ?86.82 lakhs in the previous year, mainly due to a slight decline in revenue from operations. However, other income increased to ?4.57 lakhs from ?0.10 la khs. Total expenses reduced to ?74.29 lakhs from ?77.41 lakhs, reflecting better cost management. As a result, profit before tax improved to ?4.61 lakhs compared to ?4.18 lakhs in the previous year. After tax, the Company achieved a net profit of ?3.45 lakhs as a gainst ?3.13 lakhs in the previous year, showing a modest improvement in overall performance. The directors are continuously looking for new avenues for future growth of the Company.

ANNUAL RETURN

As required pursuant to section 92(3) read with Section 134 (3) (a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual return as on March 31, 2025 is available on the Companys website on:

DIVIDEND

As the Board of Directors wishes to plough back the profit in the business, No dividend is being recommended by the Directors for the year ending on 31 st March, 2025.

AMOUNT TRANSFER TO RESERVE

No amount is required to be transferred to reserve.

CAPITAL STRUCTURE

The Authorized Share Capital of the company at the end of Financial Year 2025 is ? 12,50,00,000 (Rupees Twelve Crore Fifty Lakhs Only) divided into 1,25,00,000 (One Crore Twenty-Five Lakh) equity shares of ?10 each.

Pursuant to the approval accorded by the shareholders in Annual General Meeting held on 25th August, 2022, The company has allotted 80,00,000 Convertible Warrants convertible into 80,00,000 equity share of Rs. 10/- each to be issued at par to Promoters and Non - Promoters on preferential basis 03.10.2022. Out of 80,00,000 convertible warrants 5,00,000 warrants of Rs. 10/- each were converted into equity shares in the Board of Directors meeting held on 09th April, 2024. The issue of new shares will rank pari passu with existing equity shares. During the year, the Companys Paid-Up Equity Share Capital increased from T10,50,00,000 to T11,00,00,000following the allotment of5,00,000 equity shares on April 09, 2024. The increa se was made pursuant to the conversion of an equal number of convertible warrants on a preferential basis to a non-promoter. Post this allotment, the total paid-up share capital stands at T11,00,00,000 divided into 1,10,00,000 equity shares of T10 each.

During the year under review, the Company neither issued any shares with differential voting rights nor granted stock options and sweat equity. As on March 31, 2025 none of the Directors of the Company holds instrument convertible into equity shares of the Company.

NATURE OF BUSINESS

Shree Krishna Infrastructure Limited is engaged in buying, taking on lease, large size of plots to provide roads, drains, water supply, electricity and lights and within such lands and plots to build residential houses and business premises and colonies ; to carry on the business of financier and the hire purchase and hire sales and of commission agents arthias; to acquire, purchase, hire or lease agricultural lands and to cultivate any crop or crops

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in ANNEXURE-I to this report.

RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the FY 2024-25 with related parties were in the ordinary course of business and on an arms length basis. During the year under review, the Company has entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arms length basis, Form AOC-2 forms the part of this Board report in ANNEXURE II.

Your directors draw the attention of the members to the Financial Statement which sets out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY:

The present financial position of the Company does not mandate the implementation of CSR activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The Company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY DURING THE YEAR UNDER REVIEW:

Except as mentioned below there is no Material changes and commitment affecting the Financial Position of the Company.

?€? During the year, an Open Offer was made by Mr. Prashant Lakhani to the shareholders of Shree Krishna Infrastructure Limited under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following the execution of a Share Purchase Agreement dated November 14, 2024 with the existing promoters. Under the agreement, the Acquirer proposed to purchase 43,53,763 equity shares (39.58%) of the Company at a price of T11 per share, triggering an Open Offer to acquire up to 28,60,000 equity shares (26%) at T12 per share. Upon successful completion of the offer, the Acquirers total holding will increase to 65.58%, resulting in a change in control of the Company. The offer period was scheduledfrom February 18, 2025 to March 5, 2025, with Navigant Corporate Advisors Limited acting as the Manager to the Offer and Satellite Corporate Services Private Limited as the Registrar.

?€? During the year, the Company, with the approval of shareholders through a Special Resolution passed at the Annual General Meeting held on September 2, 2024, amended its Memorandum of Association to include additional business activities under the Main Object Clause. The new clauses were inserted as Clause III (A) (8) to (12) to enable diversification into businesses related to beverages, food processing, pharmaceuticals, healthcare products, and

agriculture and allied activities. These additions were made to expand the scope of operations and explore new growth opportunities in related sectors.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT:

Except as below there is no material changes and commitments, affecting the financial position of the company which have occurred during the financial year of the Company to which the financial year relate and the date of this report.

During the year, the Registered Office of the Company was shifted within the local limits of the city/town from 101, 1st Floor,

36, Shri Rang Residency, Vadia, Rajpipla, Narmada, Gujarat - 393145 to 13, Radhakrushna Mandir Compound, Village-Rajpipla, Taluka-Nandod, District - Narmada, Gujarat - 393145 with effect from August 07, 2025. The shift was carried out to facilitate better administrative convenience and operational efficiency.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

There was no Holding/Subsidiary/Joint Ventures/Associate Companies during the FY 2024-25.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company does not have any subsidiary(s), associate(s) and/or joint venture(s) company. Accordingly, this information is not applicable on your Company

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration in excess of limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

INTERNAL CONTROL SYSTEMS AND THETR ADEQUACY:

The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board. Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of the Company.

The Board of Directors includes the Executive, Non-Executive Independent Directors so as to ensure proper governance and management.

The Company is having the following Board of Directors and Key Managerial Personal:

APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONAL DURING AND AFTER THE CLOSURE OF FINANCIAL YEAR

a) Ms. Komal Vijaybhai Chauhan (Membership No. A67925) who was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 24, 2023. Resigned from the said position during the year on 07 th January 2025.

b) Ms. Priyal Dangi (Membership No. A76462) was appointed as the Company Secretary and Compliance Officer of the Company with effect from April 29, 2025.

c) Ms. Priyal Dangi (Membership No. A76462) resigned from the position with effect from June 11, 2025.

d) Mr. Amit Kotia resigned from the position of Chief Financial Officer (CFO) of the Company with effect from July 24, 2025.

CHANGES TAKE PLACE IN COMPOSITION OF BOARD OF DIRECTOR DURING AND AFTER THE CLOSURE OF FINANCIAL YEAR

e) The Board of Directors, at its meeting held on July 23, 2025, appointed Mr. Prashant Natwarlal Lakhani (DIN: 00559519) as an Additional Director in the capacity of Executive Director, subject to the approval of shareholders. Mr. Lakhani brings with him over 30 years of experience in the logistics sector and has a proven track record of business leadership and strategic management.

f) Mr. Ravi Kotia (DIN: 01761963) resigned from the position of Chairman and Managing Director of the Company with effect from July 23, 2025.

g) Mr. Sumitkumar Jayantibhai Patel (DIN: 08206567) was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company with effect from August 7, 2025.

h) Ms. Nisha Panchal (DIN: 10736984) was appointed as an Additional Director in the capacity of Non-Executive Non-Independent Director of the Company with effect from August 7, 2025.

i) Ms. Shiwangi Kumari (DIN: 10551531) is appointed as a Non-Executive Independent Director of the Company w.e.f 28.06.2024.

j) Ms. Shiwangi Kumari (DIN: 10551531) resigned from the post of Non-Executive Independent Director with effect from the close of business hours on August 7, 2025.

k) Ms. Arshita Devpura (DIN: 09649553) resigned from the post of Non-Executive Independent Director with effect from the close of business hours on August 7, 2025.

l) Mr. Keyur Sharadchandra Gandhi (DIN: 03494183) resigned from the post of Non-Executive Non-Independent Director with effect from the close of business hours on August 7, 2025.

m) Mr. Yogesh Prajapati resigned from the post of Non-Executive Independent Director with effect from the close of business hours on June 28, 2024.

In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Keyur Gandhi (DIN: 03494183) is liable to retire by rotation and being eligible has offered herself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

MEETINGS OF THE BOARD OF DIRECTORS:

The following Meetings of the Board of Directors were held during the Financial Year 2023-24:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	18-02-2025	4	4
2	24-10-2024	4	4
3	05-08-2024	4	4
4	*28-06-2024	4	4
5	23-05-2024	4	4
6	09-04-2024	4	4

a) Ms. Shiwangi Kumari (DIN: 10551531) is appointed as a Non-Executive Independent Director ofthe Company w.e.f28.06.2024.

b) Mr. Yogesh Prajapati resigned from the post of Non-Executive Independent Director with effect from the close of business hours on June 28, 2024

During the Financial Year 2024-25, Thirty-Fourth Annual General Meeting of the Members of Shree Krishna Infrastructure Limited will be held at registered office of the company situated at 101, 1st Floor, 36, Shri Rang Residency, Vadia, Rajpipla, Narmada, Gujarat - 393145 on Monday, September 02, 2024 at 10:00 A.M.

The compositions of the Board, attendance at the Board meetings held during the FY 2024-25 under review and at the last Annual General Meeting, number of directorships in other companies, Memberships/Chairmanships of the Committees and their shareholding as on March 31, 2024 in the Company are as follows:

Name of Director	DIN	Category	No. of Board Meetings held during the tenure	No. of Board Meetings attended during the tenure	Attendance in last AGM dated 03.08.2023	*No. of Director ships in other Companies	**Committee Position	Sharehold ing (Equity shares of FV of Rs. 10/-each)
Mr. Ravi Kotia	01761963	Promoter, Chairman & Managing Director	6	6		NIL	0	2	36,33,763
Mr Keyur Gandhi	03494183	Non- Executive Director	6	6	V	1	1	1	0
Mr. Yogesh Prajapati	02733610	Independent Director	2	2	NA	NIL	3	3	0
Ms. Arshita Devpura	09649553	Independent Director	6	6	1	NIL	2	0	0
Ms. Shiwangi Kumari	10551531	Independent Director	4	4	7	NIL	3	3	0

* Excludes Directorship in private limited companies, foreign companies and companies under Section 8 of the Companies Act, 2013.

**Audit Committee, Nomination & Remuneration Committee & Stakeholders Relationship Committee in all Indian Public Limited Companies (including this listed entity) have been considered for the Committee positions.

***There is no inter- se relationship between the directors.

MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met once on 09-04-2024 inter alia, to:

I) Evaluate the performance of non-independent directors and the Board as a whole;

II) Evaluate the performance of chairperson of the Company taking into account the views of the Executive and NonExecutive Directors of the Company; and

III) Evaluate the quality, quantity and timelines of flow of information between the management and the Board.

All Independent Directors were present at the meeting.

COMMITTEES OF THE BOARD AS ON 31 st MARCH, 2025

Board has constituted the following three Committees in accordance with the requirements of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholders Relationship Committee

All three committees are appropriately constituted

(A) AUDIT COMMITTEE

Composition:

Audit committee of the Board of Directors ["the Audit Committee"] is entrusted with the responsibility to supervise the Companys internal controls and financial reporting process. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Accounts, etc. It functions in accordance with its terms of reference that defines its authority, responsibility and reporting function

Meetings and Attendance, Composition, Chairperson and Name of Members as on March 31, 2025:

During the year under review, four (4) meetings of the Audit Committee were held on 18.02.2025, 24.10.2024, 28.06.2024 and 23.05.2024.

During the Financial Year 2024-2025, the Audit Committee met Four times. According to Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the maximum gap between two meetings shall not be more than 120 days.

Name of the Members	Category of Directorship	Designation	Audit Committee Meeting (S)
			Held	Attended
Ms. Arshita Devpura	Non-Executive Independent Director	Chairman	4	4
Mr. Ravi Kotia	Executive Director (Chairman & Managing Director)	Member	4	4
Mr. Yogesh Prajapati	Non-Executive Independent Director	Member	1	1
Ms. Shiwangi Kumari	Non-Executive Independent Director	Member	3	3

Notes:

There is no inter- se relationship between the directors.

The Company Secretary acts as Secretary to the Committee

The Chairman of the Audit Committee was present at the last Annual General Meeting.

Terms of Reference:

The terms of reference of Audit Committee are wide enough, covering the matters specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as in Section 177 of the Companies Act, 2013, which inter alia includes the following:

a. Oversee the Companys financial reporting process and disclosure of its financial information;

b. Recommend appointment, remuneration and terms of appointment of auditors of the Company;

c. Approve payment to statutory auditors for any other services rendered by them;

d. Review with the management, the annual financial statements before submission to the Board for approval, focusing particularly on:

(1) Matters to be included in Directors Responsibility Statements to be included in Boards report;

(2) Any changes in accounting policies and practices;

(3) Major accounting entries involving estimates based on the exercise of judgment by management;

(4) Significant adjustments resulting from the audit findings;

(5) Compliance with listing and other legal requirements relating to financial statement;

(6) Disclosure of related party transactions;

(7) Qualification in draft audit report.

e. Review with the management, the half yearly financial statement before submission to the board for their approval;

f. Recommend appointment, remuneration and terms of appointment of internal auditors, tax auditors, secretarial auditor and any matters of resignation or dismissal;

g. Discuss with the statutory auditors before the audit committee, the nature and scope of the audit as well as post audit discussion to ascertain areas of concern;

h. Review the internal audit program, ensuring co-ordination between the internal and statutory auditors, ensuring that the internal audit function is adequately resourced and has appropriate standing within the Company, and to request internal auditor to undertake specific audit projects, having informed the management of their intentions;

i. Consider the major findings of internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board;

j. Consider any material breaches or exposure; breaches of regulatory requirements or of ethical codes of practice to which the Company subscribes, or of any related codes, policies and procedures, which could have a material effect on the financial position or contingent liabilities of the Company;

k. Discuss significant findings with internal auditors and initiate follow-up action thereon;

l. Look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non- payment of declared dividends) and creditors;

m. Review performance of statutory and internal auditors and adequacy of internal control systems;

n. Approve transaction with related parties and subsequent modification to terms of contract/transaction;

o. Scrutinize inter-corporate loans and investments;

p. Valuation of any of the undertakings or assets as and when necessary;

q. Evaluate adequacy of internal financial control and risk management system;

r. Review with management, the statement of uses /application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making recommendation to the Board for taking steps in relation thereto;

s. Approve appointment of CFO (i.e. the Whole time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualification, experience and background of the candidate;

t. View functioning of the Whistle Blower Policy;

u. Carry out any other functions as may be falling within the terms of reference of the Audit Committee or as may be delegated to the Committee from time to time.

(B) NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is constituted in compliance with the requirements of Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014.

Meetings and Attendance, Composition, Chairperson and name of members as on March 31, 2025:

During the year under review, two meeting of the Nomination and Remuneration Committee were held on 23.05.2024 and 28.06.2024.

Name of the Members	Category of Directorship	Designation	Nomination and Remuneration Committee Meeting (s)
			Held	Attended
Ms. Arshita Devpura	Non-Executive Independent Director	Chairperson	1	1
Mr. Keyur Gandhi	Non- Executive Director	Member	1	1
Mr. Yogesh Prajapati	Non-Executive Independent Director	Member	1	1
Ms. Shiwangi Kumari	Non-Executive Independent Director	Member	1	1

Terms of reference:

i. Review& recommend to the Board on the structure and composition of the Board of Directors of the Company;

ii. Formulation of the criteria for determining qualification, positive attributes and independence of a director and recommend to the Board of directors a policy relating to, remuneration of directors, key managerial personnel and other employees of the Company;

iii. Formulation of the criteria for evaluation of performance of independent directors and the board of directors;

iv. Devising a policy on diversity of Board of directors;

v. Formulate appropriate policies, institute processes which enable the identification of individuals who are qualified to become Directors and who may be appointed in Senior Management and recommend the same to the Board;

vi. Review and implement succession and development plans for Managing Director, Executive Directors and Senior Management.

vii. To supervise and monitor the process of issuance/ grant/vesting/ cancellation of ESOPs and such other instruments as may be decided to be granted to the employees of the Company/ Subsidiary Company, from time to time, as per the provisions of the applicable laws, more particularly in terms of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Performance Evaluation of Board, its Committees and Directors:

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance and that of its Committees and Individual Directors.

The performance of the Board and Individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. The Nomination and Remuneration Committee reviewed the performance of the Individual Directors.

A separate meeting of Independent Directors was also held to review the performance of the Board, Non-Independent Directors and Chairman of the Company taking into account the views of Executive Directors and Non-Executive Directors.

The criteria for performance evaluation of the Board include aspects like Board composition and structure, effectiveness of Board processes, information and functioning, etc. The criteria for performance evaluation of committees of the Board include aspects like composition of committees, effectiveness of committee meetings, etc. The criteria for performance evaluation of the Individual Directors include aspects like contribution to the Board and Committee Meetings, professional conduct, roles and functions, etc. In addition, the performance of Chairman is also evaluated on the key aspects of his roles and responsibilities.

(C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

COMPOSITION:

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings and Attendance, Composition, Chairperson and name of members as on March 31, 2025:

During the year under review, Two (2) meeting of the Stakeholders Relationship Committee was held on 23.05.2024 and 28.06.2024.

Name of the Members	Category of Directorship	Designation	Stakeholders Relationship Committee Meeting (S)
			H5Id	Attended
Mr. Keyur Gandhi	Non- Executive Director	Chairman	1	1
Mr. Ravi Kotia	Executive Director (Managing Director)	Member	1	1
Mr. Yogesh Prajapati	Non- Executive Independent Director	Member	1	1
Ms. Shiwangi Kumari	Non-Executive Independent Director	Member	1	1

Stakeholders Relationship Committee ensures quick Redressal of security holder and investors complaints/grievances pertaining to transfers, no receipt of annual reports, dividend payments, issue of duplicate certificates, transmission of securities and other miscellaneous complaints;

In addition, the Committee also monitors other issues including status of Dematerialization/ Rematerialisation of shares issued by the Company. Oversee the performance and service standards of the Registrar and Share Transfer Agent, and recommends measures to improve level of investor services. The Company is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online Redressal of all the shareholders complaints.

POLICY ON DIRECTORSAPPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2025, the Board consists of 4 Members, 1 is Executive Director and 1 is a Non-Executive Director and 2 of who are Non-Executive Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board can be viewed on our website viz We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Board has adopted a Whistle Blower Policy to maintain highest standards of professionalism, honesty, integrity, ethical behaviour and to provide a vigil mechanism for Directors/Employees to voice concern in a responsible and effective manner regarding unethical matters involving serious malpractice, abuse or wrongdoing within the organization. The Company affirms that during the year no personnel have been denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company www.skifl.com.

BOARD EVALUATION:

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors. The Nomination and Remuneration Committee of the Board is entrusted with the responsibility in respect of the same. The Committee studies the practices prevalent in the industry and advises the Board with respect to evaluation of Board members. On the basis of the recommendations of the Committee, the Board carries an evaluation of its own performance and that of its committees and individual Directors.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The company has setup the Internal complaints committee and the said committee has framed the policy "Prevention of Sexual Harassment" on prevention, prohibition and Redressal of complaints related to sexual harassment of women at the workplace. All women employees whether permanent, temporary or contractual are covered under the above policy.

Disclosure of complaints during the year:

(a) Number complaints of sexual harassment received in the year: Nil

b) Number of complaints disposed off during the year: Nil (c) Number of cases pending for more than ninety days: Nil

However, during the year no complaints were received by the Internal Complaints committee for sexual harassment from any of the women employees of the company.

This Policy is available on the website of the Company

A STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961 [DISCLOSURE MADE IN ACCORDANCE WITH THE COMPANIES (ACCOUNTS) SECOND AMENDMENT RULES, 2025, NOTIFIED BY MCA ON MAY 30, 2025]

The provision relating to the Maternity Benefit Act 161 [disclosure made in accordance with the Companies (Accounts) Second Amendment Rules, 2025, notified by MCA on May 30, 2025] is not applicable on Company since the number of Employee in the Company is less than 10.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application filed by or against the Company for the corporate insolvency process under Insolvency and Bankruptcy Code, 2016 before the NCLT

STATUTORY AUDITORS:

M/s. Bharat Gupta & Co. (Firm Registration No: 131010W) the existing Statutory Auditors of the Company, have tendered their resignation with effect from 21 st August 2025. Consequently, a casual vacancy has arisen in the office of Statutory Auditors of the Company.

In accordance with the provisions of Section 139(8) of the Companies Act, 2013, such a vacancy caused due to resignation of the auditors is required to be filled by the Board of Directors within 30 days, and such appointment shall be approved by the shareholders at a General Meeting within three (3) months from the date of the Boards recommendation. The auditors so appointed shall hold office until the conclusion of the next Annual General Meeting.

As the forthcoming Annual General Meeting is scheduled to be held within the aforesaid period, the Company proposes to appoint M/s. NKSC & Co, Chartered Accountants (Firm Registration No. 020076N) as the Statutory Auditors of the Company to fill the said casual vacancy, to hold office until the conclusion of the next Annual General Meeting to be held in the financial year 2025-26.

The Board of Directors, based on the recommendation of the Audit Committee, has approved and recommended the appointment of M/s. NKSC & Co, Chartered Accountants (Firm Registration No. 020076N), as Statutory Auditors of the Company to fill the aforementioned vacancy.

The Report of M/s. Bharat Gupta and Co. Chartered Accountants (Firm Registration No. 131010W) for the financial year 2024-25 do not contain any qualifications, observations or comments on the Financial transactions or matters which have any adverse effect on the functioning of the Company.

During the Year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Auditors Report:

The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Secretarial Audit Report:

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Ramesh Chandra Bagdi & Associates Company Secretaries (Membership No. F8276) in accordance with Provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure -III and forms part of this Report.

Cost Auditors:

Requirement of appointment of Cost Auditor is not applicable to the Company.

Internal Auditor:

The Company has appointed M/s. Ravjani Jemani & Co, Chartered Accountant, (FRN: 134564W and M. No: 149421) as an Internal Auditor of the Company for a term of five consecutive Financial Years from 2025-2026 to 2029-2030.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL

AND EMPLOYEES:

A statement containing the details of the Remuneration of Directors, Key Managerial personnel (KMP) and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as [Annexure-IV] to this Report.

The Company have no employee working throughout the Financial year drawing a remuneration more than as per terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5[3] of the Companies (Appointment and Remuneration of Managerial] Personnel) Rules, 2014.

CORPORATE GOVERNANCE REPORT

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is disclosed in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as part to this Report as Annexure-V.

RISK MANAGEMENT POLICY AND MITIGATING STEPS

The Company has identified various risks faced by the Company from different areas. Appropriate Structures are present so that risks are inherently monitored and controlled inter alia through strict quality assurance measures.

The Company has adequate internal control system and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on regular basis as and when required. The Policy on Risk Management can be viewed on our website:

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable Ind-AS had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied 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 as at 31st March, 2025.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) The proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively.

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

EXPLANATION OR COMMENTS OR QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

The Statutory Auditors Report for FY 2023-24, does not contain any qualification, reservation or adverse remark or disclaimer, the same forms part of this Annual Report.

Also, The Secretarial Auditors Report for FY 2023-24, does not contain any qualification, reservation or adverse remark or disclaimer, the same forms part of this Annual Report.

DETAILS TN RESPECT OF FRAUDS, IF ANY, REPORTED BY THE AUDITORS

During the year under review, no offence involving fraud committed against the Company by any officers or employees of the Company was reported by the Auditors to the Board pursuant to Section 143(12) of the Companies Act, 2013 including rules made thereunder.

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

(A) Conservation of energy and technology absorption:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act 2013, read with rule 8 of the Companies (Accounts) Rules 2014, relating to conservation of energy and technology absorption do not apply to this company as the Company has not carried out any manufacturing activities.

(B) Foreign Exchange Earnings and Outgo:

There was no foreign exchange Earnings and outgoing for the year ended as on 31 st March, 2024.

DEPOSITS (SECTION 73 OF THE COMPANIES ACT 2013):

i. Deposits covered under Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

ii. Deposits not in compliance with Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits which are not in compliance with Chapter V of the Companies Act, 2013.

STATEMENT ON MATERIAL SUBSIDIARY:

The Company currently does not have any Material Subsidiary. The Policy on Identification of Material Subsidiaries can be viewed on our website:

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS- 2)as well as the Report on Board of Directors(SS-4) issued by The Institute of Company Secretaries of India, have been duly followed by company.

INSIDER TRADING:

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive Code titled as "Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders", which lays down guide lines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company. The said policy can be viewed on our website:

DETAILS OF APPLICATION MADE OR PENDING PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC) DURING THE YAER

During the period under review, there is no application made or no pending proceedings under Insolvency and Bankruptcy Code, 2016 (IBC).

DECLARATION BY AN INDEPENDENT DIRECTOR

All the Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015.

CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of business during the year under review.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the period under review, the Company has not taken any loan from any banks and Financial Institutions and there is no one- time settlement made by the Company.

OTHER DISCLOSURES

In terms of applicable provisions of the Act and SEBI Listing Regulations, the Company discloses that during the financial year under review:

a) There was no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under Employee Stock Option Scheme referred to in this Report.

b) There was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

c) There was no public issue, rights issue, bonus issue or preferential issue, etc. except

d) There was no issue of shares with differential rights.

e) There was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

f) No significant or material orders were passed by the Regulators or Honble Courts or Tribunals which impact the going concern status and Companys operations in future.

g) There were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

h) There was no failure to implement any Corporate Action.

i) There were no borrowings from Banks or Financial Institution and no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS:

The Directors wish to acknowledge and place on record their sincere appreciation and sincere gratitude to the Government of India and Government of Gujarat and their respective ministries and departments various Central and State Government authorities; for continued assistance and co-operation received from all the members, regulatory authorities, financial institutions, bankers, lenders, Suppliers, Vendors, Clients, Prospective lessees, tenants and other business associates.

The Directors also recognize and appreciate all the employees for their commitment, commendable efforts, teamwork, professionalism and continued contribution to the growth of the Company.

Date: 06 th November, 2025 Place: Gujarat	For & on behalf of the Board of Directors SHREE KRISHNA INFRASTRUCTURE LIMITED
	Sd/-
REGISTERED OFFICE 13, Radhakrushna Mandir Compound, Village Rajpipla, Rajpipla, Narmada, Nandod, Gujarat, India, 393145	PRASHANT NATWARLAL LAKHANI Director miv- mk^q^iq