Shristi Infrastructure Development Corporation Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 35^th Boards Report together with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2025. The summarized standalone and consolidated financial performance of your Company is as under:

FINANCIAL RESULTS:

	Standalone	Consolidated
Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
Total Revenue	15,367.66	10,949.35	15,372.35	12,348.54
Total Expenses (Excluding Finance Cost, Depreciation and Amortization)	14,553.68	13,264.95	14,554.62	14,684.09
Earnings Before Finance Cost, Depreciation, Tax and
Amortization (EBIDTA)	813.98	(2,315.60)	817.73	(2,335.55)
Less: Finance Cost	1,769.71	2,808.50	1,769.82	2,813.15
Earnings Before Depreciation, Tax and Amortization (EBDTA)	(955.73)	(5,124.1)	(952.09)	(5,148.7)
Less: Depreciation and Amortization	9.33	14.97	9.33	15.01
Earning Before Tax and Share of Profit/(Loss) of Associates and Joint Ventures	(965.06)	(5,139.07)	(961.42)	(5,163.71)
Less: Exceptional items	-	3,710.13	-	3,710.13
Profit/(Loss) Before Tax	(965.06)	(1,428.94)	(961.42)	(1,453.58)
Less: Current Tax	(82.87)	1.32	(82.87)	5.02
Deferred Tax	119.14	409.27	119.14	409.27
Share of Profit/(Loss) of Associates & Joint Ventures	-	-	(524.28)	(2,149.64)
Net Profit/(Loss)	(1,001.33)	(1,839.53)	(1,521.97)	(4,017.51)
Other Comprehensive Income	(26.84)	(13.02)	(33.39)	9.99
Total Comprehensive Income	(1,028.17)	(1,826.51)	(1,555.36)	(4,007.52)
Earnings Per Share(EPS)	(4.51)	(8.29)	(6.86)	(18.10)

DIVIDEND

The Board does not recommended any dividend for this year.

BUSINESS AND OPERATIONS REVIEW

Your Company is having interests in the business of construction & real estate. The Company carries on such businesses either directly and/or through its various subsidiaries, joint ventures & associates which are collectively referred to as "Shristi Group" or "Shristi".

During the year under review, the total revenue of the Company on a standalone basis is Rs.15,367.66 lakhs and Loss before tax is Rs. 965.06 lakhs. On a consolidated basis, total revenue of the Company is Rs. 15,372.35 lakhs and Loss before tax is Rs. 961.42 lakhs. However, on a standalone basis, the Company made a loss of Rs. 1,001.33 lakhs as compared to Rs. 1,839.53 lakhs in the previous year. Also on a consolidated basis, the Company has incurred a loss of Rs. 1,521.97 lakhs as compared to Rs. 4,017.51 lakhs in the previous year. While Total Revenue for the financial year under consideration is Rs.15,367.66 lakhs compared to Rs. 10,949.35 lakhs for the previous year, which is higher by Rs. 4418.31 lakhs. The increase in revenue figures shows that the Company has recognized revenue on sold inventory as well as handover of the apartments during the year.

SUBSIDIARIES AND ASSOCIATE COMPANIES

The Statement in Form AOC-1 containing the salient features of the financial statements of your Companys Subsidiaries and Associate Companies pursuant to the proviso to Section 129(3) of the Companies Act, 2013 (‘the Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, as amended from time to time, forms part of the Annual Report. Further, in line with Section 129(3) of the Act read with the Rules above, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and in accordance with the Indian Accounting Standards, Consolidated Financial Statements prepared by your Company include financial information of its Subsidiaries and Associate Companies as per Rule 8(1) of the Companies (Accounts) Rules, 2014, forms part of the annual accounts of each of the Subsidiaries and Associate Companies which have been placed on the website of your Company www.shristicorp.com. Members interested in obtaining a copy of the annual accounts of the Subsidiaries and Associate Companies may write to the Company Secretary at your Companys registered office.

The subsidiaries of the Company function independently with an adequately empowered Board of Directors. M/s. Sarga Udaipur Hotels and Resorts Private Limited (‘SUHRPL), one of the subsidiary of the Company, was admitted under Section 10 of the Insolvency & Bankruptcy Code, 2016 (IBC), vide order dated 29^th April, 2022 passed by the Honble National Company Law Tribunal ("NCLT"), Kolkata Bench. The SUHRPL is still under IBC process. Apart from subsidiaries, the Company has one associate company name as Bengal Shristi Infrastructure Development Limited.

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

The Company has placed a Policy for determining ‘Material Subsidiaries as per Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The said policy is available on your Companys website www.shristicorp.com, and a link to the same has been provided elsewhere in this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the ends of the financial year of the Company to which the financial statements relate except those disclosed in the financial statements.

NON-CONVERTIBLE DEBENTURES

The Company had allotted 1450-Listed, Rated, Secured, Redeemable Non-Convertible Debentures (NCDs) with a face value of Rs.10 lakhs each aggregating to Rs.145 crores (Rupees One Hundred Forty Five Crores Only) by way of Private Placement on November 30, 2016 to RBL Bank Limited ("Debenture holder"), which are due to be redeemed on November 30, 2026. The said NCDs are listed on the Debt Market Segment of BSE Limited and interest on the said NCD was timely paid as per the terms & conditions agreed with Debenture Holders. The terms of NCD also include a put option up to a maximum amount of Rs.35 crores which can be exercised every year till November 30, 2025.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to the General Reserve.

DEPOSIT

During the year under review, your Company has not accepted any deposit from the public within the ambit of Section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014.

KEY FINANCIAL INDICATORS

The details of significant changes (i.e. change of 25% or more as compared to immediately previous financial year) in key financial ratios along with detailed explanations thereof are given as below:

Particulars	FY 2024-25	FY 2023-24	Remarks
Debtors Turnover	23.60	24.27	N.A
Inventory Turnover	0.40	0.32	Inventory has reduced more year on year in comparison to the proportionate reduction in revenue from operation as a result of the effect of interest cost correction in carrying the amount of inventory as per IND AS.
Current Ratio	1.23	1.23	N.A
Interest Coverage Ratio	0.46	0.50	N.A
Debt Equity Ratio	-6.61	-8.73	N.A
Operating Profit Margin (%)	-67.04	5.64	Operative profit margin has become negative after adjustment of sundry balances write back.
Net Profit Margin (%)	-6.52	-16.80	Net loss margin have decreased year on year on account of the effect of sundry balances write back.
Return on Net worth (%)	Nil	Nil	N.A

The financial statements have been prepared in accordance with Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

PROMOTER GROUP SHAREHOLDING

During the year under review, there were no instances of acquisitions as well as the transfer of shares amongst the Promoter/Promoters Group of your Company resulting in no change in Companys Promoter/Promoters Group shareholding. The aggregate shareholding of Promoter/Promoters Group of your Company as on March 31, 2025, is as follows:

Name of the Promoter / Promoters Group	Shareholding
	No.	%
1. Mr. Sujit Kanoria	1,00,600	0.45
2. M/s. Adishakti Commercial Private Limited*	1,65,38,319	74.50
Total	1,66,38,919	74.95

*As on 31^st March, 2025, 30,80,000 shares of M/s. Adishakti Commercial Private Limited were under pledge.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company had transferred a sum of Rs. 97,721.00/- to the Investor Education & Protection Fund (IEPF) of the Central Government, being the dividend amount pertaining to the FY 2016-17, which was due & payable and remained unclaimed and unpaid for a period of 7 (seven) years, in compliance with the provisions of Section 125 of the Companies Act, 2013. Further, during the year under review, equity shares amounting to Rs. 51,780/- were transferred to the IEPF pertaining to the FY 2016-17.

CORPORATE SOCIAL RESPONSIBILITY

The provisions under Section 135 of the Companies Act, 2013 read with the Rules made thereunder are not applicable as the Company is not meeting any criteria specified therein.

INTERNAL CONTROLS AND AUDIT

The Company has in place adequate internal financial controls concerning the financial statements which were tested, and no reportable material weakness was observed. Internal control systems and process level checks and balances are reviewed and updated continuously. The internal control is supplemented by an extensive program of internal audit, reviewed by the management, documented policies, guidelines and procedures. Significant audit observations and corrective actions thereon are presented to the Audit Committee. Based on the report of the Internal Audit, corrective actions are undertaken in the respective areas, thereby strengthening and maintaining a healthy Internal Control System.

HUMAN RESOURCE

The Companys employees have always been one of the key stakeholders. We are committed to hiring and retaining the best talent. We focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance.

Disclosures with respect to the remuneration of employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment an Remuneration of managerial Personnel) Rules, 2014 are provided separately as ‘Annexure-I to this report.

In terms of the Section 136 of the Act and the Rules made thereunder, the Report and Financial Statements are being sent to the shareholders the details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided as per the request of the shareholders. Any shareholder interested in obtaining copy of the aforesaid information, may send an email to the Company Secretary and Compliance Officer at secretarial@shristicorp.com.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements. The report on Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, forms an integral part of this report. The requisite certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

DETAILS OF BOARD & COMMITTEE MEETINGS

During the Financial Year 2024-25, 5 (five) Board Meetings were held, and the details of such Board Meetings including the Committee Meetings have been furnished in the Corporate Governance Report forming part of this report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Company currently has the following Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. Committee of Directors

5. Share Transfer Committee

6. Internal Complaint Committee (POSH)

The details concerning the composition, terms of reference and numbers of meetings held, of the Board Committees, are provided in the Report on Corporate Governance, forming part of this report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the draft Annual Return of the Company for the Financial Year March 31, 2025 is uploaded on the website of the Company and can be accessed at www.shristicorp.com. The final Annual Return shall be uploaded in the same web link after the said Return is filed with the Registrar of Companies.

VIGIL MECHANISM / WHISTLEBLOWER POLICY

In terms of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, as amended from time to time, your Company has formulated the Vigil Mechanism/ Whistle Blower Policy, as amended from time to time, to deal with instances of unethical and/or improper conduct and auctioning suitable steps to investigate and correct the same. The said policy is available on your Companys website www.shristicorp.com, and a link to the said policy has been provided elsewhere in this report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been employing women employees in various cadres within its office premises and including its site offices. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee (ICC) is also set up to redress any complaints received and are monitored. All employees are covered under such policy. There was no complaint received from any employee during the financial year 2024-25, and hence no complaint is outstanding as on March 31, 2025, for redressal. The Committee meets at a certain interval.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company, being an infrastructure company, is exempted from the provisions as applicable to investments, loans, guarantees and securities under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were on an arms length basis. There were no materially significant related party transactions as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the details of the transactions is disclosed in the Note No. 31.09 of notes to Standalone Financial Statements of the Company. The Audit Committee reviews all related party transactions every quarter, half year and year. Since all related party transactions entered into by your Company on an arms length basis, Form AOC-2 does not apply to your Company. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, legal requirements, liquidity and capital resources of subsidiaries and associates. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board from time to time is available on your Companys website www.shristicorp.com, and a link to the said policy has been provided elsewhere in this report. Your Directors draw the attention of the members to Notes to the Standalone Financial Statements which sets out related party disclosures.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (A) Conservation of energy

(i) The steps taken or impact on conservation of energy Installation of LED street lights & LED light fittings (ii) The steps taken by the company for utilising alternate sources of energy DG Power Back Up: Energy Security Peak Load Management Support for Renewable Integration Efficient Energy Utilization (B) Technology Absorption (i) The efforts made towards technology absorption:

Adequate width and density of green belt raised so as to promote protection against particulates and noise

Building orientation planned for ample natural light and ventilation reduces use of luminaries and air conditioners

Rainwater harvesting system and groundwater recharge systems

Structural safety is determined with the help from independent expert from IITs and competent parties for Building and Earth Retaining structures

Maximum use of flyash in AAC Blocks in walls for less design load and more fire resistance. Sewage Treatment Plant and Water Treatment Plant for effective waste and water management Dual flushing system and water efficient fixtures Recycle & Reuse during Construction & Post Construction Electric vehicle charging points in parking

(ii) The benefits derived like product improvement, cost reduction, product development, or import substitution: Use of less non-renewable sources of energy Use of less fresh water intake and more ground water recharge More recycling of solid waste Less Heat island effect because of more greenery During the year under review, the total foreign exchange expenditure of your Company was Nil (previous year Nil).

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS -

M/s. R Kothari & Co. LLP, Chartered Accountants, Kolkata (Firm Registration Number: 307069E/E300266) was appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting of the Company to be held in 2027.

M/s. R Kothari & Co. LLP, Statutory Auditors have given a modified opinion on the Standalone and Consolidated Financial Statements that:

(i) In the matter of borrowings from SREI Equipment Finance Limited, the Company has written back liabilities of Rs. 4,738.82 lakhs towards unpaid interest including TDS thereon relating to F.Y. 2021-22 & 2022-23, causing non-provision and default of interest expense of Rs. 634.25 lakhs & Rs. 2,572.24 lakhs for the quarter & year ended 31^st March, 2025 respectively (Cumulative non- provisioning and default of interest till 31^st March, 2025 for Rs. 9,890.33 lakhs) on the borrowings.

(ii) in the matter of Sarga Udaipur Hotels & Resorts Private Limited, a subsidiary of the company, which was admitted in the Corporate Insolvency Resolution Process ("CIRP") under the Insolvency and Bankruptcy Code, 2016 (IBC) vide order dated 29^th April, 2022 passed by the Honble National Company Law Tribunal ("NCLT"), Kolkata Bench. In view of the admission of the same, Auditor is unable to comment on the extent of realisability of its value of investment of Rs. 195.00 lakhs and interest free loan of Rs. 1,865.79 lakhs receivable from above subsidiary. Similarly, realisability of investment of Rs. 300.00 lakhs and loan of Rs. 731.35 lakhs (including interest) receivable from Shristi Urban Infrastructure Development Limited, being subsidiary of the company (which is the holding company of Sarga Udaipur Hotels & Resorts Private Limited, a company under CIRP as mentioned above).

Further, the Auditors have also given emphasis of matter in the Standalone and Consolidated Auditors Report, which are self-explanatory.

The notes to financial statements referred to in the Auditors Report issued for the financial year ended March 31, 2025, are self-explanatory and do not call for any further comments. 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.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, the Board has appointed M/s. K. Arun & Co., Practicing Company Secretaries to conduct Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed herewith and marked as Annexure-II to this report. The Secretarial Audit Report for the financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remark.

COST AUDITORS AND THEIR AUDIT REPORT

During the year, M/s. D. Radhakrishnan & Co., Cost Accountants (Firm Regn. No. 000018) was appointed as Cost Auditors of the Company for the Financial Year ended 2024-25 for conducting the audit of cost records of the Company. Your Company is maintaining the requisite cost records and the Cost Audit Report for the FY 2024-25 shall be filed with the Ministry of Corporate Affairs in due course.

As per the provisions of the Act, the remuneration payable to cost auditors is required to be placed before the members in a general meeting for ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s D. Radhakrishnan & Co., Cost Accountants for FY 2024-25 was included in the notice convening the 34^th AGM and subsequently ratified by the members.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of the Board

The Board is now comprised of 4 (Four) Independent Directors and 1 (One) Executive Director.

During the year, Mr. Dipak Kumar Banerjee (DIN: 00028123), Mr. Kailash Nath Bhandari (DIN: 00026078), Mr. Vinod Anand Juneja (DIN 00044311) and Mr. Braja Behari Mahapatra (DIN: 05235090) were retired from the Independent Directorship of the Company w.e.f September 18, 2024, due to completion of their second and final term pursuant to Companies Act, 2013 include its Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, on the recommendation of Nomination & Remuneration Committee (NRC), the Board of Directors of the Company has appointed Mr. Vinod Kumar Pandey (DIN 10727891), Mr. Debaditya Chakrabarti (DIN 10625622) and Mr. Kumar Shankar Datta (DIN 07248231) as Independent Directors of the Company for a term of five consecutive years w.e.f September 17, 2024. The shareholders of the Company have confirmed their appointment by passing resolution as contained in the Postal Ballot Notice with the requisite majority on December 14, 2024 (the last date for e-voting).

Subsequently, on the recommendation of NRC and based on consent and declarations received from Mr. Malay Chatterjee (DIN: 00380683), was appointed as the Additional Director (termed as Non-Executive Independent Director) of the Company w.e.f. February 11, 2025. Meanwhile, the Director resigned from the Company w.e.f February 12, 2025 citing his immediate professional Commitment.

During the year, Mr. Neeraj Sureka had tendered his resignation from the post of Chief Financial Officer w.e.f. July 15, 2024 (closure of business hrs). Subsequently, on recommendation of NRC and approval of Board of Directors, Mr. Sumit Pansari was appointed as Chief Financial Officer of the Company w.e.f August 14, 2024 (closure of business hrs).

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under both the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Director Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Sunil Jha, Managing Director (DIN: 00085667) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Key Managerial Personnel

As on the date of this Report, Mr. Sunil Jha (DIN: 00085667), Managing Director, Mr. Sumit Pansari, Chief Financial Officer and Mr. Krishna Kumar Pandey, Company Secretary & Compliance Officer are the Key Managerial Personnel as per the provisions of the Act and rules made thereunder.

Performance Evaluation and meeting of Independent Directors

The performance evaluation of the Board, its Chairman, and the Non-Independent Directors were carried out by the Independent Directors, taking into account the views of the Executive Director and Non-Executive Directors. The Nomination & Remuneration Committee (NRC) also carried out an evaluation of every Directors performance. The Board carried out an evaluation of its own performance and that of its Committees as well as evaluation of the performance of the Directors individually. The performance evaluation of the Independent Directors was also carried out by the entire Board (excluding the director being evaluated). The evaluation framework focused on various aspects of the Board and Committees such as review, timely information from management etc. Also, the performance of individual Directors was divided into Executive, Non-Executive and Independent Directors and based on the parameters such as contribution, attendance, decision making, external knowledge etc. The result of the evaluation was satisfactory and meets the requirements of the Company.

Nomination & Remuneration Policy

As approved by the Board of Directors of your Company, the Nomination & Remuneration Policy for Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of the Company which broadly lays down principles of remuneration including transparency, flexibility, performance-driven remuneration, etc. and covers the procedure for selection, appointment and compensation structure of Board members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The said policy is available on your Companys website www.shristicorp.com and a link to the said policy has been provided elsewhere in this report.

Directors Responsibility Statement

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give an accurate and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

iii. the directors had taken proper and sufficient 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; iv. the directors had prepared the annual accounts on a going concern basis; and

v. The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. 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.

Your Company has complied with all applicable provisions of the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) on Board Meetings and General Meetings.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators/Courts/Tribunals, which would impact the going concern status of the Company and its future operations, other than note 31.15 in the financial statements.

MACRO-ECONOMIC SCENARIO

The real Gross Domestic Product (GDP) growth rate in India is projected to be 6.5% in FY 2024–25, compared to an estimated 7.6% in FY 2023–24, as per the Reserve Bank of India and other economic forecasts. In India, the real estate sector is the second-largest employment generator after agriculture. The sector is expected to witness significant growth, with its market size projected to increase substantially by 2030. Factors such as the rise of nuclear families, rapid urbanization, and increasing household incomes are expected to continue driving growth across all segments of the real estate industry, residential, commercial, and retail. There was a notable surge in demand for luxury homes across major Indian cities in FY 2024–25.

INDUSTRY OVERVIEW

The real estate industry is one of the most globally recognized sectors. In India, it comprises four key sub-sectors: housing, retail, hospitality, and commercial, all of which continue to witness robust demand. The sector is expected to drive growth through urbanization, expansion of the rental market, and appreciation in property prices. To promote investment, the Government of India permits 100% Foreign Direct Investment (FDI) under the automatic route for townships, housing, and built-up infrastructure projects. The Union Budget 2025–26 provided a boost to homeowners by allowing NIL tax on two self-occupied properties, an increase from the earlier limit of one. Additionally, it raised the TDS threshold on rental income, which is expected to further encourage property ownership.

In the Union Budget 2024–25, the PM Awas Yojana – Urban 2.0 continued to address the housing needs of the urban poor and middle-class families. Furthermore, the introduction of a regulatory framework for Small and Medium Real Estate Investment Trusts (SM REITs) is expected to enhance fund inflows into the Indian real estate market and deepen the financial ecosystem of the sector.

OPPORTUNITIES/ OUTLOOK AND FUTURE PLANS

The Company firmly believes that the demand for real estate will remain strong in the long term. With increasing overcrowding in urban areas, the concept of integrated townships is gaining significant momentum. In response to this trend, the Company is actively focusing on developing township projects across the country through its associates, affiliates, and joint venture partners. Urban centers, particularly metropolitan cities, are facing severe space constraints, making large-scale township development a more viable and sustainable solution for future residential expansion. There is a growing need for well-planned township infrastructure across India to support balanced urban growth.

The Management remains optimistic about the future prospects of the business, anticipating robust and sustained demand in the real estate sector.

THREATS, RISK & CONCERNS

As a real estate developer, the Company is exposed to various risks, including financial risk, liquidity risk, legislative and regulatory risk, environmental risk, and risks arising from force majeure events. The development process is heavily dependent on statutory approvals from central, state, and local authorities. Any delay in obtaining such approvals—including those from the Real Estate Regulatory Authority (RERA)—can lead to revised project timelines. The Goods and Services Tax (GST) regime also plays a significant role in the real estate sector, affecting the pricing of goods and services, as well as project cost structures. The implementation of GST in India has had a considerable impact across industries, including real estate. It is therefore critical for the Company to ensure full compliance with GST regulations to avoid legal complications and ensure the smooth functioning of its operations.

Your Company has established robust risk management systems for the identification and assessment of risks, implementation of appropriate mitigation measures, and regular monitoring and reporting mechanisms. As per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to constitute a Risk Management Committee is not applicable to your Company.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

The internal financial controls within the Company are commensurate with the size, scale, and complexity of its operations. These controls were tested during the year, and no reportable material weaknesses were observed, either in their design or operating effectiveness. The Company has in place robust policies and procedures that ensure, inter alia, the integrity of business operations, safeguarding of assets, timely and accurate preparation of financial information, completeness of accounting records, and the prevention and detection of frauds and errors. The operating effectiveness of such controls has been evaluated in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI), and the Standards on Auditing specified by the Central Government under Section 143(10) of the Companies Act, 2013, as applicable to an audit of internal financial controls.

HUMAN RESOURCE DEVELOPMENT / INDUSTRIAL RELATIONS

The Company continued with efforts to ensure that its pool of human resources is "future ready" through its robust processes of learning & development, capability building and its development programmes. Efforts were taken to develop leadership lines as well as to enhance technical and functional capabilities with special focus on nurturing young talent, in order to face future challenges. It will ensure that the development initiatives result not just in better skills but in enhanced performance and higher engagement.

SHRISTI WEBSITE

The website of your Company, www.shristicorp.com carries a comprehensive database of information of interest to the investors, including the corporate profile and business activities of your Company and the various projects which are handled by your Company under the stipulated real estate laws. The particulars contained on the website mentions details of the Projects/developments undertaken by the Company, including depicting banners/posters of the Project.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed towards the growth and performance of your Company. Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support. Your Directors also thank the Central and State Governments and other statutory authorities for their continued support.

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
	Kumar Shankar Dutta	Sunil Jha
Place: Kolkata	(Chairman)	(Managing Director)
Date: May 28, 2025	(DIN: 07248231)	(DIN: 00085667)