Suvidha Infraestate Corporation Ltd Directors Report

(Rs. In Lakh)

There are no material changes and commitment in the financial position of Company which have occurred between 1^st April, 2025 and date of this report.

During the year,Loss after tax is Rs.3.04 Lakhs compared to previous year Profit of Rs.32.21 lakh. Your directors are hopeful of achieving higher sales and higher profit in the next year.

The company has developed 70 plots of different carpet area under a scheme known as 64 Park Avenue. The development is completed and is ready for possession. Few buyers have already started construction on their respective plots. The company has decided to book sales as per Guidance note on recognition of Revenue by Real Estate Developers issued by ICAI. Your directors are hopeful to sale remaining plots in the near future.

There is no change in the nature of business of the Company.

The Board of Directors of your Company has decided not to transfer any amount to the General Reserves, for the financial year ended 31^st March, 2025.

Fund arrangements including working capital have been prudently managed and during the current financial year company did not enjoy any financial assistance from Financial Institutions and Banks.

The Company has not raised any term loan during the year as well as not given any guarantee for loans taken by others from bank or financial institutions.

In view of the accumulated losses, Directors do not recommend any dividend for the Equity shareholders for the financial year 2024-25.

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution Policy are not applicable to the Company.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Presently, the paid up share capital of the Company is Rs. 8,39,40,500/-.There is no change in capital during the year.

The Company has not given any loans, guarantees or made any investments under Section 186 of the Companies Act, 2013 during the financial year 2024-25.

10. DETAILS OF SUBSIDIARY COMPANIES/ASSOCIATES/JOINT VENTURE:

During the year under review, no Company has become or ceased to be a Subsidiary/Joint Venture/ Associate Company of your Company.

11. DETAILS OF DIRECTORS AND KMPs APPOINTMENT OR RESIGNATION DURING THE YEAR:

11.1 In accordance with the provisions of the Companies Act, 2013, Mr. Anup K.Goswami (DIN: 00289603), Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The above re- appointment forms part of the Notice of the forthcoming 33^rdAGM and the resolutions are recommended for your approval.

11.2 The Company deeply regrets the demise of Mr. Ashok K. Goswami, who was serving as a Whole time director of the Company. He passed away on 19^th April, 2025. Mr. Ashok K. Goswami was associated with the Company since incorporation. Relevant disclosure required with respect to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 had been made by the Company to the Stock Exchange in due course of time.

11.3 The Board of Directors in their meeting held on 24^th July, 2025 have appointed Ms. Parul K.

Gajjar (DIN: 07142579) as an Additional Director (Non-executive Independent Director) w.e.f. 1^st September, 2025. Furthermore, the appointment Ms. Parul K. Gajjar as a Non-executive Independent Director for a period of 5 years is being proposed at the ensuing 33^rd Annual General Meeting.

The Board recommends the appointment of Ms. Parul K. Gajjar (DIN: 07142579) as an Independent Director for the period of 5 years w.e.f. 1^st September, 2025 upon the principal terms and conditions set out in the explanatory statement annexed to the Notice of the AGM. Members are requested to refer the Notice of ensuing Annual General Meeting for brief profile and other related information of Director reappointing in the forthcoming AGM as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings.

12. DECLARATION BY INDEPENDENT DIRECTORS:

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 Section 149(6) of the Act and Regulation 16(1)(b) the SEBI (LODR) Regulation, 2015.

In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified in the Act and Listing Regulations and are independent of the management. The Independent Director shall enroll his / her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent Directors has been completed and they have furnished the declaration affirming their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

13. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 2(51), and Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Key Managerial Personnel of the Company as on 31^st March, 2025 are Mr. Kishore K. Goswami, Managing Director, Mr. Anupkumar K. Goswami, Chief Financial Officer and Mr. Krunal Thakkar, Company Secretary and Compliance Officer.

14. MEETINGS OF THE BOARD:

The Board of Directors of your Company met 5 (Five) Times during the year to carry the various matters. The Meetings were convened on 10^th May 2024, 20^th July 2024, 10^th August 2024, 25^th October 2024, and 30^th January, 2025.

The maximum interval between any two consecutive Board Meetings and Audit Committee meetings did not exceed 120 days.

ATTENDANCE OF DIRECTORS AT THE BOARD MEETING IS AS UNDER:

15. COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015.

The Audit Committee acts as a link among the Management, the Statutory Auditors, and the Board of Directors to oversee the financial reporting process of the Company. The Committees purpose is to oversee the quality and integrity of accounting, auditing and financial reporting process, including review of the internal audit reports and action taken report.

Composition of Audit Committee and the attendance record of members for 2024-25 are below:

During the Financial Year 2024-25, 4 (Four) Meetings of Audit Committee were held on 10^th May 2024, 10^th August 2024, 25^th October 2024 and 30^th January 2025.

The necessary quorum was present for all the meetings.

Further,the Board of Directors in their meeting held on 24^th July, 2025 have reconstituted the Audit Committee of the Company as follows w.e.f. 1^st September, 2025.

**Appointed as Independent Director of Company w.e.f 1^st September, 2025.

16. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of the Company is constituted in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations,2015.

Composition of Nomination & Remuneration Committee and the attendance record of members for 2024-25 are below:

*Ceased w.e.f. 13^th November, 2024

During the Financial Year 2024-25, 1 (One) Meeting of NRC was held on 20^th July,2024.

The necessary quorum was present for all the meetings.

Further,the Board of Directors in their meeting held on 24^th July, 2025 have reconstituted the Nomination & Remuneration Committee of the Company as follows w.e.f. 1^st September, 2025.

**Appointed as Independent Director of Company w.e.f 1^st September, 2025.

17. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in accordance with Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations,2015.

Composition of Stakeholders Relationship Committee and the attendance record of members for 2024-25 are below:

*Ceased w.e.f. 13-11-2024

During the Financial Year 2024-25, 6 (Six) Meetings were held 6^th May 2024, 25^th May 2024, 2^nd August 2024, 26^th September 2024, 29^th October, 2024 and 13^th December, 2024 respectively.

The necessary quorum was present for all the meetings.

Further,the Board of Directors in their meeting held on 24^th July, 2025 have reconstituted the Stakeholders Relationship Committee of the Company as follows w.e.f. 1^st September, 2025.

**Appointed as Independent Director of Company w.e.f 1^st September, 2025.

18. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY:

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, ageand other criteria as laid down under the Act, Listing Regulations or other applicable laws. The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy on remuneration of Directors, Key Managerial Personnel and other Employees.

19. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance note on Board Evalution issued by the Securities and Exchange Board of India.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board process, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees effectiveness of committee meeting, etc.

In a separate Meeting of Independent Directors, performance of non-independent directors, the Chairman of the Company and the board as a whole as evaluated, taking into account the views of executive directors and non-executive Directors.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company believes that internal control is a necessary pre-requisite of Governance and that freedom should beexercised within a framework of checks and balances.The Company has an adequate system of internal controlscommensurate with the size and the limited nature of its business activities.

21. RISK MANAGEMENT POLICY:

The Company has formulated Risk Management Policy. The Board takes all necessary steps to identify and evaluate business risks and opportunities and take corrective steps.

22. WHISTLE BLOWER POLICY (VIGIL MECHANISM):

The company has a vigil mechanism for Directors and Employees to report their concerns about unethical behavior,actual or suspected fraud or violation of the companys Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee.

23. DISCLOSURES UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint as under:

a. Number of complaints received during the year Nil b. Number of complaints disposed off during the year Nil c. Number of cases pending for more than 90 days Nil

24. CORPORATE GOVERNANCE:

In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, compliance relating to Corporate Governance, is not applicablefor the Listed Company having paid up equity share capital not exceeding Rs. 10 crores and net worth not exceeding Rs. 25 crores on the last day of the previous financial year.

As your Companys paid up equity share capital is not exceeding Rs. 10 crores and net worth not exceeding Rs. 25 crores, Regulation 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 are not applicable and hence do not form a part of this Annual Report. But the company is filling Non-Applicabilty Certificate of Corporate Governance under Regulation 27 of (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the exchange.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis forms a part of this annual report and is annexed to this report.

26. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards (IND-AS) had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31^st March, 2025 being end of the financial year 2024-25 and of the Loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors, had 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.

27. STATUTORY AUDITORS:

The present Auditors of the Company M/s. J M Parikh & Associates, Chartered Accountants, Ahmedabad, were appointed as Statutory Auditors of the Company at the 30^th Annual General Meeting for a period of 5 years i.e. for financial years 2022-23 to 2026-2027. They continue to hold office as Statutory Auditors till the conclusion of 35^th AGM to be held in the year 2027.

28. STATUTORY AUDITORS OBSERVATIONS:

Though thereare no qualification from the Statutory Auditor, further their other observation in the Auditors report read with Notes to Accounts isself-explanatory in nature and need no further clarification.

29. SECRETARIAL AUDITOR:

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. Kashyap R. Mehta & Associates, Practicing Company Secretaries. The Secretarial Auditors Report is attached as "Annexure-A".

SECRETARIAL AUDITORS OBSERVATIONS & COMMENTS FROM BOARD:

(a) The Company has not complied with Regulation 31(2) of SEBI (LODR) Regulation 2015 according to which 100% shareholding of promoter shall be in Dematform:-The Company is in the process of dematerializing the same and will be done in due course of time.

Based on the recommendation of the Audit Committee, in terms of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors has recommended the appointment of M/s. Nishant Pandya & Associates, Practising Company Secretaries (Firm Registration No. S2019GJ700100) as Secretarial Auditors of the Company for a period of 5 years and to hold office as Secretarial Auditors of the Company for period of 5 years i.e. for the Financial Years 2025-26 to 2029-30.

The Company has obtained consent from M/s. Nishant Pandya & Associates, Practising Company Secretaries to the effect that their appointment as Secretarial Auditors of the Company for period of 5 years i.e. for the Financial Years 2025-26 to 2029-30, if made, will be in accordance with the provisions of Section 204 of the Companies Act, 2013.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant changes and material orders passed by the regulators or courts or tribunals.

31. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which have occurred between/end of the financial year and the date of this report.

32. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the provisions under section 135 in respect of CSR is not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy, technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

The information on conservation of energy, technology absorption and foreign exchange earning and outgo are required to be given pursuant to Section 134(3) (m) of the Companies Act, read with Rule 8 of the companies (Accounts) Rules,2014 is – NIL during financial year.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration of Directors, Key Managerial Personnel and other related disclosures is given as "Annexure-B" to this report.

35. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013 during the year under review.

There were no material significant transactions with Related Parties during the financial year 2024-25which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

The policy on Related Party Transactions was approved by the Board of Directors.

None of the Directors have any pecuniary relationships or transactions vis-?-vis the Company.

36. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31^st March, 2025 is available on the Companys website www.sicl.in

37. OTHER DISLOSURES:

(i) Your Company has not issued any shares with differential voting.

(ii) There was no revision in the financial statements.

(iii) Your Company has not issued any sweat equity shares.

38. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with CDSL. The ISIN No. allotted is INE936N01010.

39. GENERAL:

A. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources. There are no operations being carried out in the Company during the year under review.

B. INSURANCE:

The movable and immovable properties of the Company including Plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

C. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

D. SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

E. DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one-time settlement with any Bank or Financial Institution.

F. DISCLOSURE UNDER CLAUSE 5A OF SCHEDULE III OF SEBI LODR:

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI LODR which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

G. DECLARATION FROM DIRECTORS:

With respect to the loans advanced by the Directors to the Company, the Company has received necessary declarations from Directors that the said loan is not given out of funds acquired by them by borrowing or accepting loans or deposits from others.

H. INCOME TAX ASSESSMENT:

The Companys Income tax Assessment has been completed upto the Assessment Year 2024-25.

40. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

41. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

42. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and ‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders. The Policy is available on the companys website.

43. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

44. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

45. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent applicable.

46. APPRECIATIONS:

Your Company and its Directors wish to extend their sincerest thanks to the members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.